Common use of Defense of Claim Clause in Contracts

Defense of Claim. If any Proceeding asserted or commenced against Indemnitee is also asserted or commenced against the Company or an Affiliated Entity, the Company or the Affiliated Entity shall be entitled, except as otherwise provided herein below, to assume the defense thereof. After notice from the Company or any Affiliated Entity to Indemnitee of its election to assume the defense of any such Proceeding, Indemnitee shall have the right to employ Indemnitee’s own counsel in such Proceeding, but the Expenses of such counsel incurred after notice from the Company or any Affiliated Entity to Indemnitee of its assumption of the defense thereof shall be at the expense of Indemnitee and the Company shall not be obligated to Indemnitee under this Agreement for any Expenses subsequently incurred by Indemnitee in connection therewith other than reasonable costs of investigation and reasonable travel and lodging expenses arising out of Indemnitee’s participation in the defense of such Proceeding, unless (i) otherwise notified by the Company, (ii) Indemnitee’s counsel shall have reasonably concluded and so notified the Company that there is a conflict of interest between the Company or any Affiliated Entity and Indemnitee in the conduct of defense of such Proceeding, or (iii) the Company or any Affiliated Entity shall not in fact have employed counsel to assume the defense of such Proceeding, in any of which cases the Expenses of Indemnitee in such Proceeding shall be reimbursed or paid by the Company. The Company or any Affiliated Entity shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company by its stockholders or as to which Indemnitee’s counsel shall have made the conclusion set forth in clause (ii) of the preceding sentence of this Section 7.

Defense of Claim. If With respect to any such Proceeding asserted or commenced against as to which Indemnitee is also asserted or commenced against notifies the Company or an Affiliated Entityof the commencement thereof: (a) The Company may participate therein at its own expense; (b) The Company, the Company or the Affiliated Entity shall be entitledjointly with any other indemnifying party similarly notified, except as otherwise provided herein below, to may assume the defense thereof, with counsel satisfactory to Indemnitee. After notice from the Company or any Affiliated Entity to Indemnitee of its election so to assume the defense of any such Proceedingthereof, Indemnitee shall have the right to employ Indemnitee’s own counsel in such Proceeding, but the Expenses of such counsel incurred after notice from the Company or any Affiliated Entity to Indemnitee of its assumption of the defense thereof shall be at the expense of Indemnitee and the Company shall not be obligated liable to Indemnitee under this Agreement for any Expenses legal or other expenses (other than reasonable costs of investigation) subsequently incurred by Indemnitee in connection therewith other than reasonable costs of investigation and reasonable travel and lodging expenses arising out of Indemnitee’s participation in with the defense of such Proceeding, thereof unless (i) otherwise notified the employment of counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee’s counsel Indemnitee shall have reasonably concluded and so notified the Company that there is may be a conflict of interest between the Company or any Affiliated Entity and Indemnitee in the conduct of the defense of such Proceedingaction, or (iii) the Company or any Affiliated Entity shall not not, in fact fact, have employed counsel to assume the defense of such Proceedingaction, in any each of which cases the Expenses fees and expenses of Indemnitee in such Proceeding counsel shall be reimbursed or paid by at the Company's expense. The Company or any Affiliated Entity shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company by its stockholders or as to which Indemnitee’s counsel Indemnitee shall have reasonably made the conclusion set forth provided for in clause (ii) above; (c) The Company shall not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its written consent; (d) The Company shall not settle any action or claim in any manner that would impose any penalty or limitation on Indemnitee without Indemnitee's written consent; and (e) Neither the preceding sentence Company nor Indemnitee shall unreasonably withhold its consent to any proposed settlement, provided that Indemnitee may withhold consent to any settlement that does not provide a complete release of this Section 7Indemnitee.

Defense of Claim. If any Proceeding asserted or commenced against Indemnitee is also asserted or commenced against the Company or an Affiliated Entity, the Company or the Affiliated Entity shall be entitled, except as otherwise provided herein below, to assume the defense thereof. After notice from the Company or any Affiliated Entity to Indemnitee of its election to assume the defense of any such Proceeding, Indemnitee shall have the right to employ Indemnitee’s own counsel in such Proceeding, but the Expenses of such counsel incurred after notice from the Company or any Affiliated Entity to Indemnitee of its assumption of the defense thereof shall be at the expense of Indemnitee and the Company shall not be obligated to Indemnitee under this Agreement for any Expenses subsequently incurred by Indemnitee in connection therewith other than reasonable costs of investigation and reasonable travel and lodging expenses arising out of Indemnitee’s participation in the defense of such Proceeding, unless (ia) otherwise notified by the Company, (iib) Indemnitee’s counsel shall have reasonably concluded and so notified the Company that there is a conflict of interest between the Company or any Affiliated Entity and Indemnitee in the conduct of defense of such Proceeding, or (iiic) the Company or any Affiliated Entity shall not in fact have employed counsel to assume the defense of such Proceeding, in any of which cases the Expenses of Indemnitee in such Proceeding shall be reimbursed or paid by the Company. The Company or any Affiliated Entity shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company by its stockholders or as to which Indemnitee’s counsel shall have made the conclusion set forth in clause (iib) of the preceding sentence of this Section 7.

Defense of Claim. If With respect to any such Proceeding asserted or commenced against as to which Indemnitee is also asserted or commenced against notifies the Company or an Affiliated Entityof the commencement thereof: (a) The Company may participate therein at its own expense; (b) The Company, the Company or the Affiliated Entity shall be entitledjointly with any other indemnifying party similarly notified, except as otherwise provided herein below, to may assume the defense thereof, with counsel satisfactory to Indemnitee. After notice from the Company or any Affiliated Entity to Indemnitee of its election so to assume the defense of any such Proceedingthereof, Indemnitee shall have the right to employ Indemnitee’s own counsel in such Proceeding, but the Expenses of such counsel incurred after notice from the Company or any Affiliated Entity to Indemnitee of its assumption of the defense thereof shall be at the expense of Indemnitee and the Company shall not be obligated liable to Indemnitee under this Agreement for any Expenses legal or other expenses (other than reasonable costs of investigation) subsequently incurred by Indemnitee in connection therewith other than reasonable costs of investigation and reasonable travel and lodging expenses arising out of Indemnitee’s participation in with the defense of such Proceeding, thereof unless (i) otherwise notified the employment of counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee’s counsel Indemnitee shall have reasonably concluded and so notified the Company that there is may be a conflict of interest between the Company (or any Affiliated Entity other person or persons included in the joint defense) and Indemnitee in the conduct of the defense of such Proceedingaction, or (iii) the Company or any Affiliated Entity shall not not, in fact fact, have employed counsel to assume the defense of such Proceedingaction, in any each of which cases the Expenses fees and expenses of Indemnitee in such Proceeding counsel shall be reimbursed or paid by at the Company's expense, or (iv) the Company is not financially or legally able to perform its indemnification obligations. The Company or any Affiliated Entity shall not be entitled to assume the defense of any Proceeding proceeding brought by or on behalf of the Company by its stockholders or as to which Indemnitee’s counsel Indemnitee shall have reasonably made the conclusion set forth provided for in clause (ii) or (iv) above; (c) The Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its written consent; (d) The Company shall not settle any action or claim in any manner that would impose any penalty or limitation on Indemnitee without Indemnitee's written consent; and (e) Neither the preceding sentence of this Section 7Company nor Indemnitee will unreasonably withhold its, his or her consent to any proposed settlement.

Defense of Claim. If With respect to any Proceeding asserted or commenced against to which Indemnitee is also asserted or commenced against shall have requested indemnification in accordance with this Section 6: (i) The Company shall be entitled to participate in the Company or an Affiliated Entitydefense at its own expense. (ii) Except as otherwise provided below, the Company or the Affiliated Entity jointly with any other indemnifying party shall be entitled, except as otherwise provided herein below, entitled to assume the defense thereofwith counsel reasonably satisfactory to Indemnitee (“Outside Counsel”). After notice from assumption by the Company or any Affiliated Entity to Indemnitee of its election to assume the defense of a suit, the Company shall not be liable to Indemnitee under this Section for any such Proceeding, legal or other expenses subsequently incurred by Indemnitee in connection with the defense of the Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ Indemnitee’s own counsel in such Proceeding, Proceeding but the Expenses fees and expenses of such counsel incurred after notice from assumption by the Company or any Affiliated Entity to Indemnitee of its assumption of the defense thereof shall be at the expense of Indemnitee and the Company shall not be obligated to Indemnitee under this Agreement for any Expenses subsequently incurred by Indemnitee in connection therewith other than reasonable costs of investigation and reasonable travel and lodging expenses arising out of Indemnitee’s participation in the defense of such Proceeding, unless (i) otherwise notified the employment of counsel by Indemnitee has been authorized in writing by the Company, (ii) Indemnitee’s counsel Indemnitee shall have concluded reasonably concluded and so notified the Company that there is may be a conflict of interest between the Company or any Affiliated Entity and Indemnitee in the conduct of the defense of such Proceedingaction and such conclusion has been confirmed in writing by Independent Counsel, or (iii) the Company or any Affiliated Entity shall not in fact have employed counsel Outside Counsel to assume the defense of such Proceeding, in any of which cases the Expenses of Indemnitee in such Proceeding shall be reimbursed or paid by the Company. The Company or any Affiliated Entity shall not be entitled to assume the defense of Indemnitee in any Proceeding brought by or on behalf in the right of the Company by its stockholders or as to which Indemnitee’s counsel Indemnitee shall have made the conclusion set forth provided for in clause (ii) of above and such conclusion shall have been so confirmed by the preceding sentence Company’s Outside Counsel. (iii) Notwithstanding any provision of this Section 7to the contrary, the Company shall not be liable to indemnify Indemnitee under this Section for any amounts paid in settlement of any Proceeding or claim effected without the Company’s written consent, which shall not unreasonably be withheld or delayed. The Company shall not settle any Proceeding or claim in any manner which would impose any penalty or limitation on, or disqualification of, Indemnitee for any purpose or would materially harm the reputation of Indemnitee without Indemnitee’s written consent. Neither the Company nor Indemnitee will unreasonably withhold their consent to any proposed settlement.

Defense of Claim. If (a) Except as otherwise provided below, in the case of any Proceeding asserted action, suit, proceeding or commenced against Indemnitee is also asserted or appeal commenced against the Company or an Affiliated EntityIndemnitee, the Company or the Affiliated Entity shall be entitledentitled to participate therein at its own expense and, except as otherwise provided herein belowto the extent that it may wish, to assume the defense thereof. If the Company wishes to assume the defense of any action, suit, proceeding or appeal hereunder, the Company must give written notice to the Indemnitee of such assumption of defense and of its choice of counsel. Such choice of counsel must be approved in writing by the Indemnitee in his sole discretion, which will not be unreasonably withheld, before the Company’s assumption of defense hereunder may proceed. After notice from the Company or any Affiliated Entity to Indemnitee of its election to assume the defense of any action, suit, proceeding or appeal and the Indemnitee’s approval of the Company’s choice of counsel, the Company shall not be obligated to the Indemnitee under this Agreement for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof other than reasonable costs of investigation, travel and lodging expenses arising out of the Indemnitee’s participation in such Proceedingaction, suit, proceeding or appeal, except as otherwise provided herein. The Indemnitee shall have the right to employ the Indemnitee’s own counsel in such Proceedingaction, suit, proceeding or appeal, but the Expenses fees and expenses of such counsel incurred after notice from the Company or any Affiliated Entity to the Indemnitee of its assumption of the defense thereof shall be at a the expense of Indemnitee and the Company shall not be obligated to Indemnitee under this Agreement for any Expenses subsequently incurred by Indemnitee in connection therewith other than reasonable costs of investigation and reasonable travel and lodging expenses arising out of Indemnitee’s participation in the defense of such Proceeding, unless expense (i) otherwise notified unless the employment of such counsel has been requested by the Indemnitee and authorized in writing by the Company, or (ii) Indemnitee’s counsel shall have reasonably concluded and so notified unless the Company that there is a conflict of interest between the Company or any Affiliated Entity and Indemnitee in the conduct of defense of such Proceeding, or (iii) the Company or any Affiliated Entity shall not in fact have employed counsel to assume the defense of such Proceedingaction, suit, proceeding or appeal, in any which case the reasonable fees and expenses of which cases the Expenses Indemnitee’s counsel shall be at the expense of the Company, or (iii) unless counsel for the Indemnitee shall have provided a written opinion to Company in accordance with applicable standards of professional conduct that there may be a conflict of interest between the Company and the Indemnitee in such Proceeding shall be reimbursed or paid by the Company. The Company or any Affiliated Entity shall not be entitled to assume the defense of such action, suit, proceeding or appeal; and (iv) except for reasonable costs and expenses for counsel for Indemnitee to monitor proceedings (provided, however, that such counsel for will not appear as counsel of record in any Proceeding brought by such proceeding). (b) In the event that counsel for the Indemnitee concludes that there may be a conflict of interest between the Company and the Indemnitee in the defense of an action, suit, proceeding or appeal, (i) the Company shall not have the right to assume and direct the defense of such action, suit, proceeding or appeal on behalf of the Company by its stockholders or as to which Indemnitee’s counsel shall have made the conclusion set forth in clause , and (ii) the Company shall indemnify the Indemnitee for all reasonable legal fees and other reasonable expenses, but the Company shall not be liable for any settlement or negotiated disposition of such action, suit, proceeding or appeal or any part thereof effected without the written consent of the preceding sentence of this Section 7Company, which shall not be unreasonably withheld.

Defense of Claim. If With respect to any Proceeding asserted (other than a Proceeding brought by or commenced against in the right of the Company) as to which Indemnitee is also asserted or commenced against notifies the Company or an Affiliated Entityof the commencement thereof: (a) The Company may participate therein at its own expense; (b) The Company, the Company or the Affiliated Entity shall be entitledjointly with any other indemnifying party similarly notified, except as otherwise provided herein below, to may assume the defense thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Company or any Affiliated Entity to Indemnitee of its election to assume the defense of any such Proceedingthereof, Indemnitee shall have the right to employ Indemnitee’s own counsel in such Proceeding, but the Expenses of such counsel incurred after notice from the Company or any Affiliated Entity to Indemnitee of its assumption of the defense thereof shall be at the expense of Indemnitee and the Company shall not be obligated liable to Indemnitee under this Agreement for any Expenses subsequently incurred by Indemnitee in connection therewith other than reasonable costs of investigation and reasonable travel and lodging expenses arising out of Indemnitee’s participation in with the defense of such Proceeding, thereof unless (i) otherwise notified the employment of counsel by Indemnitee or the incurrence of any other Expense has been authorized by the Company, (ii) Indemnitee’s counsel Indemnitee shall have reasonably concluded and so notified the Company that there is may be a conflict of interest between the Company (or any Affiliated Entity other person or persons included in the joint defense) and Indemnitee in the conduct of the defense of such Proceeding, or (iii) the Company or any Affiliated Entity shall not not, in fact fact, have employed counsel to assume the defense of such Proceeding, in any of which cases the Expenses of Indemnitee in such Proceeding shall be reimbursed or paid by the Company. ; (c) The Company or any Affiliated Entity shall not be entitled liable to assume the defense of Indemnitee under this Agreement for any amounts paid in settlement in any Proceeding brought by effected without its written consent; (d) The Company shall not settle any Proceeding in any manner that would impose any penalty or limitation on behalf of Indemnitee without Indemnitee's written consent; and (e) Neither the Company by nor Indemnitee shall unreasonably withhold its stockholders or as consent to which any proposed settlement, provided that Indemnitee may withhold consent to any settlement that does not provide a complete release of Indemnitee’s counsel shall have made the conclusion set forth in clause (ii) of the preceding sentence of this Section 7.

Defense of Claim. If With respect to any Proceeding asserted or commenced against as to which Indemnitee is also asserted or commenced against has provided notice to the Company or an Affiliated Entitypursuant to Section 1(e)(i): (a) The Company may participate therein at its own expense. (b) The Company (jointly with any other indemnifying party similarly notified, the Company or the Affiliated Entity shall be entitled, except as otherwise provided herein below, to if any) may assume the defense thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Company or any Affiliated Entity to Indemnitee of its election to so assume the defense of any such Proceedingthereof, Indemnitee shall have the right to employ Indemnitee’s own counsel in such Proceeding, but the Expenses of such counsel incurred after notice from the Company or any Affiliated Entity to Indemnitee of its assumption of the defense thereof shall be at the expense of Indemnitee and the Company shall not be obligated liable to Indemnitee under this Agreement for any Expenses legal fees or other expenses (other than reasonable costs of investigation) subsequently incurred by Indemnitee in connection therewith other than reasonable costs of investigation and reasonable travel and lodging expenses arising out of Indemnitee’s participation in with the defense of such Proceeding, thereof unless (i) otherwise notified the employment of counsel by Indemnitee or the incurring of such expenses has been authorized by the Company, (ii) Indemnitee’s counsel Indemnitee shall have reasonably concluded and so notified the Company that there is a reasonable possibility that a conflict of interest could arise between the Company or any Affiliated Entity and Indemnitee in the conduct of the defense of such Proceeding, which conflict of interest shall be conclusively presumed to exist upon Indemnitee’s delivery to the Company of a written certification of such conclusion, or (iii) the Company or any Affiliated Entity shall not in fact have employed counsel to assume the defense of such Proceeding, in any each of which cases the Expenses legal fees and other expenses of Indemnitee in such Proceeding shall be reimbursed or paid by at the expense of the Company. The Company or any Affiliated Entity shall not be entitled to assume the defense of any a Proceeding brought by or on behalf of the Company by its stockholders or as to which Indemnitee’s counsel Indemnitee shall have made reached the conclusion set forth described in clause (ii) above. (c) The Company shall not be liable for any amounts paid in settlement of any Proceeding effected without its written consent. (d) The Company shall not settle any Proceeding in any manner that would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent. (e) Neither the preceding sentence Company nor Indemnitee will unreasonably withhold its or his or her consent to any proposed settlement of this Section 7any Proceeding. (f) In addition to all the requirements above, if Company has directors and officers liability insurance, or other insurance, with a panel counsel requirement that may be triggered then or at some future point by the matter for which indemnity is owed to Indemnitee, then Indemnitee shall use such panel counsel, unless there is an actual conflict of interest with representation by all such panel counsel, or unless and to the extent Company waives such requirement in writing.

Defense of Claim. If With respect to any Proceeding asserted proceeding as to which an Indemnitee notifies Archipelago LLC of the commencement thereof: (a) Archipelago LLC will be entitled to participate at its own expense; (b) subject to Section 7(c) hereof, Archipelago LLC shall not, in connection with any proceeding or commenced related proceedings in the same jurisdiction against any Indemnitee is also asserted or commenced against and any other Indemnitees, be liable to such Indemnitee and such other Indemnitees for the Company or an Affiliated Entity, the Company or the Affiliated Entity shall be entitled, fees and expenses of more than one separate law firm (in addition to a single firm of local counsel); (c) except as otherwise provided herein below, to the extent that it may wish, Archipelago LLC will be entitled to assume the defense thereof, with counsel reasonably satisfactory to such Indemnitee, which in Archipelago LLC’s sole discretion may be regular counsel to Archipelago LLC and may be counsel to other Indemnitees. After notice from the Company or any Affiliated Entity to Indemnitee of its election to assume the defense of any such Proceeding, Indemnitee The Indemnitees also shall have the right to employ Indemnitee’s own one separate counsel for such Indemnitees in such Proceedingaction, but suit or proceeding if such Indemnitees reasonably conclude that if they did not there would be a conflict of interest between Archipelago LLC and such Indemnitees, and under such circumstances the Expenses fees and expenses of such counsel incurred after notice from the Company or any Affiliated Entity to Indemnitee of its assumption of the defense thereof shall be at the expense of Indemnitee and the Company paid by Archipelago LLC; and (d) Archipelago LLC shall not be obligated liable to indemnify an Indemnitee under this Agreement for any Expenses subsequently incurred by amounts paid in settlement of any action or claim effected without Archipelago LLC’s written consent. Archipelago LLC shall not settle any action or claim in any manner which would impose any cost or limitation on an Indemnitee in connection therewith other than reasonable costs of investigation and reasonable travel and lodging expenses arising out of without such Indemnitee’s participation in the defense of such Proceeding, unless (i) otherwise notified by the Company, (ii) Indemnitee’s counsel shall have reasonably concluded and so notified the Company that there is a conflict of interest between the Company written consent. Neither Archipelago LLC nor an Indemnitee will unreasonably withhold or delay its consent to any Affiliated Entity and Indemnitee in the conduct of defense of such Proceeding, or (iii) the Company or any Affiliated Entity shall not in fact have employed counsel to assume the defense of such Proceeding, in any of which cases the Expenses of Indemnitee in such Proceeding shall be reimbursed or paid by the Company. The Company or any Affiliated Entity shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company by its stockholders or as to which Indemnitee’s counsel shall have made the conclusion set forth in clause (ii) of the preceding sentence of this Section 7proposed settlement.

Defense of Claim. If With respect to any such Proceeding asserted or commenced against as to which Indemnitee is also asserted or commenced against notifies the Company or an Affiliated Entityof the commencement thereof: (a) The Company may participate therein at its own expense; (b) The Company, the Company or the Affiliated Entity shall be entitledjointly with any other indemnifying party similarly notified, except as otherwise provided herein below, to may assume the defense thereof, with counsel satisfactory to Indemnitee. After notice from the Company or any Affiliated Entity to Indemnitee of its election so to assume the defense of any such Proceedingthereof, Indemnitee shall have the right to employ Indemnitee’s own counsel in such Proceeding, but the Expenses of such counsel incurred after notice from the Company or any Affiliated Entity to Indemnitee of its assumption of the defense thereof shall be at the expense of Indemnitee and the Company shall not be obligated liable to Indemnitee under this Agreement for any Expenses legal or other expenses (other than reasonable costs of investigation) subsequently incurred by Indemnitee in connection therewith other than reasonable costs of investigation and reasonable travel and lodging expenses arising out of Indemnitee’s participation in with the defense of such Proceeding, thereof unless (i) otherwise notified the employment of counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee’s counsel Indemnitee shall have reasonably concluded and so notified the Company that there is may be a conflict of interest between the Company (or any Affiliated Entity other person or persons included in the joint defense) and Indemnitee in the conduct of the defense of such Proceedingaction, or (iii) the Company or any Affiliated Entity shall not not, in fact fact, have employed counsel to assume the defense of such Proceedingaction, in any each of which cases the Expenses fees and expenses of Indemnitee in such Proceeding counsel shall be reimbursed or paid by at the Company's expense. The Company or any Affiliated Entity shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company by its stockholders or as to which Indemnitee’s counsel Indemnitee shall have reasonably made the conclusion set forth provided for in clause (ii) above; (c) The Company shall not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its written consent; (d) The Company shall not settle any action or claim in any manner that would impose any penalty or limitation on Indemnitee without Indemnitee's written consent; and (e) Neither the preceding sentence Company nor Indemnitee shall unreasonably withhold its consent to any proposed settlement, provided that Indemnitee may withhold consent to any settlement that does not provide a complete release of this Section 7Indemnitee.

Defense of Claim. If With respect to any Proceeding asserted (other than a Proceeding brought by or commenced against in the right of the Company) as to which Indemnitee is also asserted or commenced against notifies the Company or an Affiliated Entityof the commencement thereof: (a) The Company may participate therein at its own expense; (b) The Company, the Company or the Affiliated Entity shall be entitledjointly with any other indemnifying party similarly notified, except as otherwise provided herein below, to may assume the defense thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Company or any Affiliated Entity to Indemnitee of its the Company’s election to assume the defense of any such Proceedingthereof, Indemnitee shall have the right to employ Indemnitee’s own counsel in such Proceeding, but the Expenses of such counsel incurred after notice from the Company or any Affiliated Entity to Indemnitee of its assumption of the defense thereof shall be at the expense of Indemnitee and the Company shall not be obligated liable to Indemnitee under this Agreement for any Expenses subsequently incurred by Indemnitee in connection therewith other than reasonable costs of investigation and reasonable travel and lodging expenses arising out of Indemnitee’s participation in with the defense of such Proceeding, thereof unless (i) otherwise notified the employment of counsel by Indemnitee or the incurrence of any other Expense has been authorized by the Company, (ii) Indemnitee’s counsel Indemnitee shall have reasonably concluded and so notified the Company that there is may be a conflict of interest between the Company (or any Affiliated Entity other person or persons included in the joint defense) and Indemnitee in the conduct of the defense of such Proceeding, or (iii) the Company or any Affiliated Entity shall not not, in fact fact, have employed counsel to assume the defense of such Proceeding, in any of which cases the Expenses of Indemnitee in such Proceeding shall be reimbursed or paid by the Company. ; (c) The Company or any Affiliated Entity shall not be entitled liable to assume the defense of Indemnitee under this Agreement for any amounts paid in settlement in any Proceeding brought by effected without the Company’s written consent; (d) The Company shall not settle any Proceeding in any manner that would impose any penalty or limitation on behalf of Indemnitee without Indemnitee’s written consent; and (e) Neither the Company by its stockholders nor Indemnitee shall unreasonably withhold its, his or as her consent to which any proposed settlement, provided that Indemnitee may withhold consent to any settlement that does not provide a complete release of Indemnitee’s counsel shall have made the conclusion set forth in clause (ii) of the preceding sentence of this Section 7.

Defense of Claim. If With respect to any Proceeding asserted or commenced against to which Indemnitee is also asserted or commenced against shall have requested indemnification in accordance with Section 6.01: (a) The Company will be entitled to participate in the Company or an Affiliated Entitydefense at its own expense. (b) Except as otherwise provided below, the Company or the Affiliated Entity shall jointly with any other indemnifying party will be entitled, except as otherwise provided herein below, entitled to assume the defense thereofwith counsel reasonably satisfactory to Indemnitee. After notice from the Company or any Affiliated Entity to the Indemnitee of its election to assume the defense of a suit, the Company will not be liable to the Indemnitee under this Agreement for any such Proceeding, 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 shall have the right to employ Indemnitee’s his own counsel in such Proceeding, Proceeding but the Expenses fees and expenses of such counsel incurred after notice from the Company or any Affiliated Entity to Indemnitee of its assumption of the defense thereof shall be at the expense of the Indemnitee and the Company shall not be obligated to Indemnitee under this Agreement for any Expenses subsequently incurred by Indemnitee in connection therewith other than reasonable costs of investigation and reasonable travel and lodging expenses arising out of Indemnitee’s participation in the defense of such Proceeding, unless (i) otherwise notified the employment of counsel by the Indemnitee has been authorized by the Company, (ii) Indemnitee’s counsel the Indemnitee shall have concluded reasonably concluded and so notified the Company that there is may be a conflict of interest between the Company or any Affiliated Entity and the Indemnitee in the conduct of the defense of such Proceeding, action and such conclusion is confirmed in writing by the Company's outside counsel regularly employed by it in connection with corporate matters or (iii) the Company or any Affiliated Entity shall not in fact have employed counsel to assume the defense of such Proceeding, in any each of which cases the Expenses fees and expenses of Indemnitee in such Proceeding counsel shall be reimbursed or paid by at the expense of the Company. The Company or any Affiliated Entity shall not be entitled to assume the defense of any Proceeding brought by or on behalf in the right of the Company by its stockholders or as to which Indemnitee’s counsel the Indemnitee shall have made the conclusion set forth provided for in clause (ii) above and such conclusion shall have been so confirmed by the Company's said outside counsel. (c) Notwithstanding any provision of this Agreement to the contrary, the Company shall not be liable to indemnify the Indemnitee under this Article of any amounts paid in settlement of any Proceeding or claim effected without its written consent. The Company shall not settle any Proceeding or claim in any manner which would impose any penalty, limitation or disqualification of the preceding sentence of this Section 7Indemnitee for any purpose without the Indemnitee's written consent. Neither the Company nor the Indemnitee will unreasonably withhold their consent to any proposed settlement.

Defense of Claim. If a. With respect to any Proceeding asserted or commenced against as to which Indemnitee is also asserted or commenced against has provided notice to the Company or an Affiliated Entitypursuant to Section 1(e)(i): i. The Company may participate therein at its own expense. ii. The Company (jointly with any other indemnifying party similarly notified, the Company or the Affiliated Entity shall be entitled, except as otherwise provided herein below, to if any) may assume the defense thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Company or any Affiliated Entity to Indemnitee of its election to so assume the defense of any such Proceedingthereof, Indemnitee shall have the right to employ Indemnitee’s own counsel in such Proceeding, but the Expenses of such counsel incurred after notice from the Company or any Affiliated Entity to Indemnitee of its assumption of the defense thereof shall be at the expense of Indemnitee and the Company shall not be obligated liable to Indemnitee under this Agreement for any Expenses subsequently incurred by Indemnitee in connection therewith legal fees or other expenses (other than reasonable costs of investigation and costs and expenses as participating as a witness) subsequently incurred by Indemnitee in connection with the defense thereof unless (A) the employment of counsel by Indemnitee or the incurring of such expenses has been authorized by the Company, (B) Indemnitee shall have concluded that there is a reasonable travel possibility that a conflict of interest could arise between the Company and lodging expenses arising out Indemnitee in the conduct of Indemnitee’s participation in the defense of such Proceeding, unless (i) otherwise notified by the Company, (ii) Indemnitee’s counsel shall have reasonably concluded and so notified the Company that there is a which conflict of interest between shall be conclusively presumed to exist upon Indemnitee’s delivery to the Company or any Affiliated Entity and Indemnitee in the conduct of defense a written certification of such Proceedingconclusion, or (iiiC) the Company or any Affiliated Entity shall not in fact have employed counsel to assume the defense of such Proceeding or (D) the Company does not continue to retain such counsel to defend such Proceeding, in any each of which cases the Expenses legal fees and other expenses of Indemnitee in such Proceeding shall be reimbursed or paid by at the expense of the Company. The Company or any Affiliated Entity shall not be entitled to assume the defense of any a Proceeding brought by or on behalf of the Company by its stockholders or as to which Indemnitee’s counsel Indemnitee shall have made reached the conclusion set forth described in clause (iiB) above. iii. The Company shall not be liable for any amounts paid in settlement of any Proceeding effected without its written consent. iv. The Company shall not settle any Proceeding in any manner that (A) would impose any penalty or limitation on Indemnitee, (B) constitute any admission of wrongdoing of Indemnitee, or (C) may compromise or adversely affect the defense of the preceding sentence Indemnitee in any other Proceeding, in each case without Indemnitee’s written consent. b. Neither the Company nor Indemnitee will unreasonably withhold its or his or her consent to any proposed settlement of this Section 7any Proceeding.

Defense of Claim. If With respect to any such Proceeding asserted or commenced against as to which Indemnitee is also asserted or commenced against notifies the Company of the commencement thereof or an Affiliated Entityotherwise seeks indemnification hereunder: (a) The Company may participate at its own expense in such Proceeding. (b) The Company, the Company or the Affiliated Entity shall be entitledjointly with any other indemnifying party similarly notified, except as otherwise provided herein below, to may assume the defense thereofof the Proceeding with counsel satisfactory to Indemnitee. After notice from the Company or any Affiliated Entity to Indemnitee of its election to assume the defense of any such Proceedingdefense, Indemnitee shall have the right to employ Indemnitee’s own counsel in such Proceeding, but the Expenses of such counsel incurred after notice from the Company or any Affiliated Entity to Indemnitee of its assumption of the defense thereof shall be at the expense of Indemnitee and the Company shall not be obligated liable to Indemnitee under this Agreement or otherwise for any Expenses attorneys’ fees or disbursements of Indemnitee’s separate counsel (other than reasonable costs of investigation) subsequently incurred by Indemnitee in connection therewith other than reasonable costs of investigation and reasonable travel and lodging expenses arising out of Indemnitee’s participation in with the defense of such Proceeding, unless (i) otherwise notified the employment of counsel by Indemnitee has been authorized in advance by the CompanyCompany in writing, (ii) Indemnitee’s counsel Indemnitee shall have reasonably concluded and so notified the Company that there is may be a conflict of interest between the Company or any Affiliated Entity and Indemnitee in the conduct of the defense of such Proceedingaction and notified the Company in writing to that effect, or (iii) the Company or any Affiliated Entity shall not in fact have employed counsel to assume the defense of such Proceedingaction, or (iv) the Company is not financially or legally able to perform its indemnification obligations, and provided that in any each such case, the attorneys’ fees and disbursements of which cases the Expenses of Indemnitee in such Proceeding Indemnitee’s counsel shall be reimbursed or paid by at the expense of the Company. The Company or any Affiliated Entity shall not be entitled to assume the defense of any Proceeding action, suit or proceeding brought by or on behalf of the Company by its stockholders or as to which Indemnitee’s counsel Indemnitee shall have made the conclusion set forth provided for in clause (ii) of or (iv) above. (c) The Company shall not settle any action or claim in any manner which would impose any penalty or limitation on Indemnitee or any Indemnifiable Loss for which indemnification is not provided by the preceding sentence of this Section 7Company without Indemnitee’s written consent. Neither the Company nor Indemnitee will unreasonably withhold their respective consent to any proposed settlement.

Defense of Claim. If With respect to any such Proceeding asserted as to which Indemnitee requests indemnification or commenced against Indemnitee is also asserted or commenced against advancement from the Company: (a) The Company or an Affiliated Entitymay participate therein at its own expense; (b) The Company, the Company or the Affiliated Entity shall be entitledjointly with any other indemnifying party similarly notified, except as otherwise provided herein below, to may assume the defense thereof, with counsel satisfactory to Indemnitee. After notice from the Company or any Affiliated Entity to Indemnitee of its election to assume the defense of any such Proceedingthereof, Indemnitee shall have the right to employ Indemnitee’s own counsel in such Proceeding, but the Expenses of such counsel incurred after notice from the Company or any Affiliated Entity to Indemnitee of its assumption of the defense thereof shall be at the expense of Indemnitee and the Company shall not be obligated liable to Indemnitee under this Agreement for any Expenses legal or other expenses (other than reasonable costs of investigation) subsequently incurred by Indemnitee in connection therewith other than reasonable costs of investigation and reasonable travel and lodging expenses arising out of Indemnitee’s participation in with the defense of such Proceeding, thereof unless (i) otherwise notified the employment of counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee’s counsel Indemnitee shall have reasonably concluded and so notified the Company that there is may be a conflict of interest between the Company (or any Affiliated Entity other person or persons included in the joint defense) and Indemnitee in the conduct of the defense of such Proceedingaction, or (iii) the Company or any Affiliated Entity shall not not, in fact fact, have employed counsel to assume the defense of such Proceedingaction, in any each of which cases the Expenses fees and expenses of Indemnitee in such Proceeding counsel shall be reimbursed or paid by at the Company’s expense. The Company or any Affiliated Entity shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company by its stockholders or as to which Indemnitee’s counsel Indemnitee shall have reasonably made the conclusion set forth provided for in clause (ii) of the preceding sentence above; (c) Notwithstanding any other provision of this Section 7Agreement, the Company shall not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without the Company’s written consent; (d) The Company shall not settle any action or claim in any manner that would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent; and (e) Neither the Company nor Indemnitee shall unreasonably withhold its consent to any proposed settlement, provided that Indemnitee may withhold consent to any settlement that does not provide a complete release of Indemnitee.

Defense of Claim. If With respect to any such Proceeding asserted or commenced against as to which Indemnitee is also asserted or commenced against notifies the Company or an Affiliated Entityof the commencement thereof: (i) The Company may participate therein at its own expense; (ii) The Company, the Company or the Affiliated Entity shall be entitledjointly with any other indemnifying party similarly notified, except as otherwise provided herein below, to may assume the defense thereof, with counsel satisfactory to Indemnitee. After notice from the Company or any Affiliated Entity to Indemnitee of its election so to assume the defense of any such Proceedingthereof, Indemnitee shall have the right to employ Indemnitee’s own counsel in such Proceeding, but the Expenses of such counsel incurred after notice from the Company or any Affiliated Entity to Indemnitee of its assumption of the defense thereof shall be at the expense of Indemnitee and the Company shall not be obligated liable to Indemnitee under this Agreement for any Expenses legal or other expenses (other than reasonable costs of investigation) subsequently incurred by Indemnitee in connection therewith other than reasonable costs of investigation and reasonable travel and lodging expenses arising out of Indemnitee’s participation in with the defense of such Proceeding, thereof unless (iA) otherwise notified the employment of counsel by Indemnitee has been authorized by the Company, (iiB) Indemnitee’s counsel Indemnitee shall have reasonably concluded and so notified the Company that there is may be a conflict of interest between the Company or any Affiliated Entity and Indemnitee in the conduct of the defense of such Proceedingaction, or (iiiC) the Company or any Affiliated Entity shall not in fact have employed counsel to assume the defense of such Proceedingaction, in any each of which cases the Expenses fees and expenses of Indemnitee in such Proceeding counsel shall be reimbursed or paid by at the expense of the Company. The Company or any Affiliated Entity shall not be entitled to assume the defense of any Proceeding action, suit or proceeding brought by or on behalf of the Company by its stockholders or as to which Indemnitee’s counsel Indemnitee shall have made the conclusion set forth provided for in clause (iiB) above; (iii) The Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its written consent; (iv) The Company shall not settle any action or claim in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent; and (v) Neither the preceding sentence of this Section 7Company nor Indemnitee will unreasonably withhold its, his or her consent to any proposed settlement.

Defense of Claim. If any Proceeding asserted or commenced against Indemnitee is also asserted or commenced against the Company or an Affiliated EntityCompany, the Company or the Affiliated Entity shall be entitledentitled to participate in the Proceeding at its own expense and, except as otherwise provided herein below, to the extent that it may wish the Company shall be entitled to assume the defense thereof. After notice from the Company or any Affiliated Entity to Indemnitee of its election to assume the defense of any such Proceeding, Indemnitee shall have the right to employ Indemnitee’s 's own counsel in such Proceeding, but the Expenses of such counsel incurred after notice from the Company or any Affiliated Entity to Indemnitee of its assumption of the defense thereof shall be at the expense Expenses of Indemnitee Indemnitee, and the Company shall may not be obligated to Indemnitee under this Agreement for any Expenses subsequently incurred by Indemnitee in connection therewith other than the reasonable costs of investigation and reasonable investigation, travel and lodging expenses Expenses arising out of Indemnitee’s 's participation in the defense of such Proceeding, Proceeding unless (i) otherwise notified authorized by the Company, (ii) Indemnitee’s 's counsel shall have reasonably concluded concluded, and so notified the Company in writing, that there is may be a conflict of interest between the Company or any Affiliated Entity and Indemnitee in the conduct of the defense of such Proceeding, Proceeding or (iii) the Company or any Affiliated Entity shall not in fact have employed counsel to assume the defense of such Proceeding, in any . If the Company may be obligated for some or all of which cases the Expenses of Indemnitee in such Proceeding under this Section 8, the determination of Indemnitee's entitlement to indemnification shall be reimbursed or paid by the Company. The Company or any Affiliated Entity shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company by its stockholders or as to which Indemnitee’s counsel shall have made the conclusion set forth in clause (ii) of the preceding sentence of this accordance with Section 73.

Defense of Claim. If With respect to any such Proceeding asserted or commenced against as to which ---------------- Indemnitee is also asserted or commenced against notifies the Company or an Affiliated Entityof the commencement thereof: (i) The Company may participate therein at its own expense; (ii) The Company, the Company or the Affiliated Entity shall be entitledjointly with any other indemnifying party similarly notified, except as otherwise provided herein below, to may assume the defense thereof, with counsel satisfactory to Indemnitee. After notice from the Company or any Affiliated Entity to Indemnitee of its election so to assume the defense of any such Proceedingthereof, Indemnitee shall have the right to employ Indemnitee’s own counsel in such Proceeding, but the Expenses of such counsel incurred after notice from the Company or any Affiliated Entity to Indemnitee of its assumption of the defense thereof shall be at the expense of Indemnitee and the Company shall not be obligated liable to Indemnitee under this Agreement for any Expenses legal or other expenses (other than reasonable costs of investigation) subsequently incurred by Indemnitee in connection therewith other than reasonable costs of investigation and reasonable travel and lodging expenses arising out of Indemnitee’s participation in with the defense of such Proceeding, thereof unless (i) otherwise notified the employment of counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee’s counsel Indemnitee shall have reasonably concluded and so notified the Company that there is may be a conflict of interest between the Company (or any Affiliated Entity other person or persons included in the joint defense) and Indemnitee in the conduct of the defense of such Proceedingaction, or (iii) the Company or any Affiliated Entity shall not not, in fact fact, have employed counsel to assume the defense of such Proceedingaction, in any each of which cases the Expenses fees and expenses of Indemnitee in such Proceeding counsel shall be reimbursed or paid by at the Company's expense, or (iv) the Company is not financially or legally able to perform its indemnification obligations. The Company or any Affiliated Entity shall not be entitled to assume the defense of any Proceeding proceeding brought by or on behalf of the Company by its stockholders or as to which Indemnitee’s counsel Indemnitee shall have reasonably made the conclusion set forth provided for in clause (ii) or (iv) above; (iii) The Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its written consent; (iv) The Company shall not settle any action or claim in any manner that would impose any penalty or limitation on Indemnitee without Indemnitee's written consent; and (v) Neither the preceding sentence of this Section 7Company nor Indemnitee will unreasonably withhold its, his or her consent to any proposed settlement.

Defense of Claim. If With respect to any Proceeding asserted or commenced against as to which Indemnitee is also asserted or commenced against has provided notice to the Company or an Affiliated Entitypursuant to Section 1(e): a. The Company may participate therein at its own expense. b. The Company, the Company or the Affiliated Entity shall be entitledjointly with any other indemnifying party similarly notified, except as otherwise provided herein below, to may assume the defense thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Company or any Affiliated Entity to Indemnitee of its election to so assume the defense of any such Proceedingthereof, Indemnitee shall have the right to employ Indemnitee’s own counsel in such Proceeding, but the Expenses of such counsel incurred after notice from the Company or any Affiliated Entity to Indemnitee of its assumption of the defense thereof shall be at the expense of Indemnitee and the Company shall not be obligated liable to Indemnitee under this Agreement for any Expenses legal fees or other expenses (other than reasonable costs of investigation) subsequently incurred by Indemnitee in connection therewith other than reasonable costs of investigation and reasonable travel and lodging expenses arising out of Indemnitee’s participation in with the defense of such Proceeding, unless thereof unless: (i) otherwise notified the employment of counsel by Indemnitee or the incurring of such expenses has been authorized by the Company, ; (ii) Indemnitee’s counsel Indemnitee shall have reasonably concluded and so notified the Company that there is may be a conflict of interest between the Company or any Affiliated Entity and Indemnitee in the conduct of the defense of such Proceeding, ; or (iii) the Company or any Affiliated Entity shall not in fact have employed counsel to assume the defense of such Proceeding, in any each of which cases the Expenses legal fees and other expenses of Indemnitee in such Proceeding shall be reimbursed or paid borne by the Company. The Company or any Affiliated Entity shall not be entitled to assume the defense of any a Proceeding brought by or on behalf of the Company by its stockholders or as to which Indemnitee’s counsel Indemnitee shall have made reached the conclusion set forth described in clause (ii) above. c. The Company shall not be liable for any amounts paid in settlement of any Proceeding effected without its written consent. d. The Company shall not settle any Proceeding in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent. e. Neither the preceding sentence Company nor Indemnitee will unreasonably withhold its or Indemnitee’s consent to any proposed settlement of this Section 7any Proceeding.

Defense of Claim. If any Proceeding asserted or commenced against ---------------- Indemnitee is also asserted or commenced against the Company or an Affiliated EntityCompany, the Company or the Affiliated Entity shall be entitledentitled to participate in the Proceeding at its own expense and, except as otherwise provided herein below, to the extent that it may wish the Company shall be entitled to assume the defense thereof. After notice from the Company or any Affiliated Entity to Indemnitee of its election to assume the defense of any such Proceeding, Indemnitee shall have the right to employ Indemnitee’s 's own counsel in such Proceeding, but the Expenses of such counsel incurred after notice from the Company or any Affiliated Entity to Indemnitee of its assumption of the defense thereof shall be at the expense Expenses of Indemnitee Indemnitee, and the Company shall may not be obligated to Indemnitee under this Agreement for any Expenses subsequently incurred by Indemnitee in connection therewith other than the reasonable costs of investigation and reasonable investigation, travel and lodging expenses Expenses arising out of Indemnitee’s 's participation in the defense of such Proceeding, Proceeding unless (i) otherwise notified authorized by the Company, (ii) Indemnitee’s 's counsel shall have reasonably concluded concluded, and so notified the Company in writing, that there is may be a conflict of interest between the Company or any Affiliated Entity and Indemnitee in the conduct of the defense of such Proceeding, Proceeding or (iii) the Company or any Affiliated Entity shall not in fact have employed counsel to assume the defense of such Proceeding, in any . If the Company may be obligated for some or all of which cases the Expenses of Indemnitee in such Proceeding under this Section 8, the determination of Indemnitee's entitlement to indemnification shall be reimbursed or paid by the Company. The Company or any Affiliated Entity shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company by its stockholders or as to which Indemnitee’s counsel shall have made the conclusion set forth in clause (ii) of the preceding sentence of this accordance with Section 73.

Defense of Claim. If With respect to any Proceeding asserted (other than a Proceeding brought by or commenced against in the right of the Company) as to which Indemnitee is also asserted or commenced against notifies the Company or an Affiliated Entityof the commencement thereof: (a) The Company may participate therein at its own expense; (b) The Company, the Company or the Affiliated Entity shall be entitledjointly with any other indemnifying party similarly notified, except as otherwise provided herein below, to may assume the defense thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Company or any Affiliated Entity to Indemnitee of its election to assume the defense of any such Proceedingthereof, Indemnitee shall have the right to employ Indemnitee’s own counsel in such Proceeding, but the Expenses of such counsel incurred after notice from the Company or any Affiliated Entity to Indemnitee of its assumption of the defense thereof shall be at the expense of Indemnitee and the Company shall not be obligated liable to Indemnitee under this Agreement for any Expenses subsequently incurred by Indemnitee in connection therewith other than reasonable costs of investigation and reasonable travel and lodging expenses arising out of Indemnitee’s participation in with the defense of such Proceeding, thereof unless (i) otherwise notified the employment of counsel by Indemnitee or the incurrence of any other Expense has been authorized by the Company, (ii) Indemnitee’s counsel Indemnitee shall have reasonably concluded and so notified the Company that there is may be a conflict of interest between the Company (or any Affiliated Entity other person or persons included in the joint defense) and Indemnitee in the conduct of the defense of such Proceeding, or (iii) the Company or any Affiliated Entity shall not not, in fact fact, have employed counsel to assume the defense of such Proceeding, in any of which cases the Expenses of Indemnitee in such Proceeding shall be reimbursed or paid by the Company. ; (c) The Company or any Affiliated Entity shall not be entitled liable to assume the defense of Indemnitee under this Agreement for any amounts paid in settlement in any Proceeding brought by effected without its written consent; (d) The Company shall not settle any Proceeding in any manner that would impose any penalty or limitation on behalf of Indemnitee without Indemnitee’s written consent; and (e) Neither the Company by nor Indemnitee shall unreasonably withhold its stockholders or as consent to which any proposed settlement, provided that Indemnitee may withhold consent to any settlement that does not provide a complete release of Indemnitee’s counsel shall have made the conclusion set forth in clause (ii) of the preceding sentence of this Section 7.

Defense of Claim. If With respect to any Proceeding asserted or commenced against as to which Indemnitee is also asserted or commenced against has provided notice to the Company or an Affiliated Entitypursuant to Section 1(e)(i): a. The Company may participate therein at its own expense. b. The Company (jointly with any other indemnifying party similarly notified, the Company or the Affiliated Entity shall be entitled, except as otherwise provided herein below, to if any) may assume the defense thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Company or any Affiliated Entity to Indemnitee of its election to so assume the defense of any such Proceedingthereof, Indemnitee shall have the right to employ Indemnitee’s own counsel in such Proceeding, but the Expenses of such counsel incurred after notice from the Company or any Affiliated Entity to Indemnitee of its assumption of the defense thereof shall be at the expense of Indemnitee and the Company shall not be obligated liable to Indemnitee under this Agreement for any Expenses subsequently incurred by Indemnitee in connection therewith legal fees or other expenses (other than reasonable costs of investigation and reasonable travel costs and lodging expenses arising out of Indemnitee’s participation as participating as a witness) subsequently incurred by Indemnitee in connection with the defense of such Proceeding, thereof unless (i) otherwise notified the employment of counsel by Indemnitee or the incurring of such expenses has been authorized by the Company, (ii) Indemnitee’s counsel Indemnitee shall have reasonably concluded and so notified the Company that there is a reasonable possibility that a conflict of interest could arise between the Company or any Affiliated Entity and Indemnitee in the conduct of the defense of such Proceeding, or which conflict of interest shall be conclusively presumed to exist upon Indemnitee’s delivery to the Company of a written certification of such conclusion, (iii) the Company or any Affiliated Entity shall not in fact have employed counsel to assume the defense of such Proceeding or (iv) the Company does not continue to retain such counsel to defend such Proceeding, in any each of which cases the Expenses legal fees and other expenses of Indemnitee in such Proceeding shall be reimbursed or paid by at the expense of the Company. The Company or any Affiliated Entity shall not be entitled to assume the defense of any a Proceeding brought by or on behalf of the Company by its stockholders or as to which Indemnitee’s counsel Indemnitee shall have made reached the conclusion set forth described in clause (ii) above. c. The Company shall not be liable for any amounts paid in settlement of any Proceeding effected without its written consent. d. The Company shall not settle any Proceeding in any manner that (i) would impose any penalty or limitation on Indemnitee, (ii) constitute any admission of wrongdoing of Indemnitee, or (iii) may compromise or adversely affect the defense of the preceding sentence Indemnitee in any other Proceeding, in each case without Indemnitee’s written consent. e. Neither the Company nor Indemnitee will unreasonably withhold its or his or her consent to any proposed settlement of this Section 7any Proceeding.

Defense of Claim. If With respect to any such Proceeding asserted or commenced against as to which Indemnitee is also asserted or commenced against notifies the Company of the commencement thereof or an Affiliated Entityotherwise seeks indemnification hereunder: (a) The Company may participate at its own expense in such Proceeding; (b) The Company, the Company or the Affiliated Entity shall be entitledjointly with any other indemnifying party similarly notified, except as otherwise provided herein below, to may assume the defense thereofof the Proceeding with counsel reasonably satisfactory to Indemnitee. After notice from the Company or any Affiliated Entity to Indemnitee of its election to assume the defense of any such Proceedingdefense, Indemnitee shall have the right to employ Indemnitee’s own counsel in such Proceeding, but the Expenses of such counsel incurred after notice from the Company or any Affiliated Entity to Indemnitee of its assumption of the defense thereof shall be at the expense of Indemnitee and the Company shall not be obligated liable to Indemnitee under this Agreement or otherwise for any Expenses legal or other expenses of counsel (other than reasonable costs of investigation) subsequently incurred by Indemnitee in connection therewith other than reasonable costs of investigation and reasonable travel and lodging expenses arising out of Indemnitee’s participation in with the defense of such Proceeding, unless (i) otherwise notified the employment of counsel by Indemnitee has been authorized in advance by the CompanyCompany in writing, (ii) Indemnitee’s counsel Indemnitee shall have reasonably concluded and so notified the Company that there is may be a conflict of interest between the Company or any Affiliated Entity and Indemnitee in the conduct of the defense of such Proceedingaction and notified the Company in writing to that effect in advance of the expense, or (iii) the Company or any Affiliated Entity shall not in fact have employed counsel to assume the defense of such Proceedingaction, or (iv) the Company is not financially or legally able to perform its indemnification obligations, in any each of which cases the Expenses fees and expenses of Indemnitee in such Proceeding counsel shall be reimbursed or paid by at the expense of the Company. The Company or any Affiliated Entity shall not be entitled to assume the defense of any Proceeding action, suit or proceeding brought by or on behalf of the Company by its stockholders or as to which Indemnitee’s counsel Indemnitee shall have made the conclusion set forth provided for in clause (ii) of or (iv) above; (c) The Company shall not without Indemnitee’s written consent settle any action or claim in any manner which would impose any penalty or limitation on Indemnitee that would not be an Indemnifiable Loss hereunder for which indemnification would be provided by the preceding sentence of this Section 7Company.

Defense of Claim. If With respect to any such Proceeding asserted or commenced against as to which Indemnitee is also asserted or commenced against notifies the Company of the commencement thereof or an Affiliated Entityotherwise seeks indemnification hereunder: (a) The Company may participate at its own expense in such Proceeding; (b) The Company, the Company or the Affiliated Entity shall be entitledjointly with any other indemnifying party similarly notified, except as otherwise provided herein below, to may assume the defense thereofof the Proceeding with counsel reasonably satisfactory to Indemnitee. After notice from the Company or any Affiliated Entity to Indemnitee of its election to assume the defense of any such Proceedingdefense, Indemnitee shall have the right to employ Indemnitee’s own counsel in such Proceeding, but the Expenses of such counsel incurred after notice from the Company or any Affiliated Entity to Indemnitee of its assumption of the defense thereof shall be at the expense of Indemnitee and the Company shall not be obligated liable to Indemnitee under this Agreement or otherwise for any Expenses legal or other expenses of counsel (other than reasonable costs of investigation) subsequently incurred by Indemnitee in connection therewith other than reasonable costs of investigation and reasonable travel and lodging expenses arising out of Indemnitee’s participation in with the defense of such Proceeding, unless (i) otherwise notified the employment of counsel by Indemnitee has been authorized in advance by the CompanyCompany in writing, (ii) Indemnitee’s counsel Indemnitee shall have reasonably concluded and so notified the Company that there is may be a conflict of interest between the Company or any Affiliated Entity and Indemnitee in the conduct of the defense of such Proceedingaction and notified the Company in writing to that effect in advance of the expense, or (iii) the Company or any Affiliated Entity shall not in fact have employed counsel to assume the defense of such Proceedingaction, or (iv) the Company is not financially or legally able to perform its indemnification obligations, in any each of which cases the Expenses fees and expenses of Indemnitee in such Proceeding counsel shall be reimbursed or paid by at the expense of the Company. The Company or any Affiliated Entity shall not be entitled to assume the defense of any Proceeding action, suit or proceeding brought by or on behalf of the Company by its stockholders or as to which Indemnitee’s counsel Indemnitee shall have made the conclusion set forth provided for in clause (ii) of or (iv) above; (c) The Company shall not settle any action or claim in any manner which would impose any penalty or limitation on Indemnitee that would not be an Indemnifiable Loss hereunder for which indemnification would be provided by the preceding sentence of this Section 7Company without Indemnitee’s written consent.

Defense of Claim. If any Proceeding asserted or commenced against Indemnitee is also asserted or commenced against the (a) The Company or an Affiliated Entity, the Company or the Affiliated Entity shall be entitled, except as otherwise provided herein below, entitled to participate in the defense of any Claim relating to an Indemnifiable Event or to assume the defense thereof. After notice from , with counsel reasonably satisfactory to the Indemnitee; provided that (A) the Company or any Affiliated Entity to Indemnitee shall not be entitled, without the written consent of its election the Indemnitee, to assume the defense of any such Proceeding, Indemnitee shall have Claim by or in the right of the Company and (B) if the Indemnitee believes, after consultation with counsel selected by the Indemnitee, that (i) the use of counsel chosen by the Company to employ Indemnitee’s own counsel in such Proceeding, but represent the Expenses of Indemnitee would present such counsel incurred after notice from with an actual or potential conflict of interest, (ii) the named parties in any such Claim (including any impleaded parties) include the Company or any Affiliated Entity subsidiary of the Company and the Indemnitee, and the Indemnitee concludes that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company or such subsidiary of the Company, or (iii) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then the Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of its any particular Claim) at the Company’s expense. (b) To the fullest extent permitted by Delaware law, the Company’s assumption of the defense thereof shall be at of an action, suit or proceeding in accordance with paragraph (a) above will constitute an irrevocable acknowledgement by the expense Company that any loss and liability suffered by Indemnitee and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement by or for the account of Indemnitee and incurred in connection therewith are indemnifiable by the Company under Section 2 of this Agreement. (c) The Company shall not be obligated liable to the Indemnitee under this Agreement for any Expenses subsequently incurred amounts paid in settlement of any Claim relating to an Indemnifiable Event effected without the Company’s prior written consent. The Company shall not, without the prior written consent of the Indemnitee, effect any settlement of any Claim relating to an Indemnifiable Event to which the Indemnitee is or could have been a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all liability on all claims that are the subject matter of such Claim. Neither the Company nor the Indemnitee shall unreasonably withhold, condition or delay its or his or her consent to any proposed settlement; provided that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee. In no event shall the Indemnitee be required to waive, prejudice or limit attorney-client privilege or work-product protection or other applicable privilege or protection. (d) In order to provide for just and equitable contribution in circumstances in which the indemnification provided for herein is held by a court of competent jurisdiction to be unavailable to Indemnitee in connection therewith other than reasonable costs whole or in part, it is agreed that, in such event, the Company shall, to the fullest extent permitted by law, contribute to the payment of investigation and reasonable travel and lodging expenses arising out all of Indemnitee’s participation loss and liability suffered and expenses (including attorneys’ fees), judgments, fines and amounts paid in the defense of such Proceeding, unless (i) otherwise notified by the Company, (ii) Indemnitee’s counsel shall have settlement reasonably concluded and so notified the Company that there is a conflict of interest between the Company or any Affiliated Entity and Indemnitee in the conduct of defense of such Proceeding, or (iii) the Company or any Affiliated Entity shall not in fact have employed counsel to assume the defense of such Proceeding, in any of which cases the Expenses of Indemnitee in such Proceeding shall be reimbursed or paid by the Company. The Company or any Affiliated Entity shall not be entitled to assume the defense of any Proceeding brought incurred by or on behalf of Indemnitee in connection with any action, suit or proceeding, including any appeals, in an amount that is just and equitable in the circumstances. (e) Given that certain jointly indemnifiable claims may arise due to the service of the Indemnitee as a director and/or officer of the Company by its stockholders or as to which Indemnitee’s counsel shall have made at the conclusion set forth in clause (ii) request of the preceding sentence Indemnitee-related entities, the Company acknowledges and agrees that the Company shall be fully and primarily responsible for the payment to the Indemnitee in respect of indemnification or advancement of expenses in connection with any such jointly indemnifiable claim, pursuant to and in accordance with the terms of this Agreement, irrespective of any right of recovery the Indemnitee may have from the Indemnitee-related entities. Under no circumstance shall the Company be entitled to any right of subrogation or contribution by the Indemnitee-related entities and no right of advancement or recovery the Indemnitee may have from the Indemnitee-related entities shall reduce or otherwise alter the rights of the Indemnitee or the obligations of the Company hereunder. In the event that any of the Indemnitee-related entities shall make any payment to the Indemnitee in respect of indemnification or advancement of expenses with respect to any jointly indemnifiable claim, the Indemnitee-related entity making such payment shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee against the Company, and Indemnitee shall execute all papers reasonably required and shall do all things that may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable the Indemnitee-related entities effectively to bring suit to enforce such rights. The Company and Indemnitee agree that each of the Indemnitee-related entities shall be third-party beneficiaries with respect to this Section 15(e), entitled to enforce this Section 15(e) as though each such Indemnitee-related entity were a party to this Agreement. For purposes of this Section 715(e), the following terms shall have the following meanings: (i) The term “Indemnitee-related entities” means any corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise (other than the Company or any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise Indemnitee has agreed, on behalf of the Company or at the Company’s request, to serve as a director, officer, employee or agent and which service is covered by the indemnity described in this Agreement) from whom an Indemnitee may be entitled to indemnification or advancement of expenses with respect to which, in whole or in part, the Company may also have an indemnification or advancement obligation (other than as a result of obligations under an insurance policy).

Defense of Claim. If With respect to any Proceeding asserted or commenced against as to which Indemnitee is also asserted or commenced against has provided notice to the Company or an Affiliated Entitypursuant to Section 1(e)(i): a. The Company may participate therein at its own expense. b. The Company (jointly with any other indemnifying party similarly notified, the Company or the Affiliated Entity shall be entitled, except as otherwise provided herein below, to if any) may assume the defense thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Company or any Affiliated Entity to Indemnitee of its election to so assume the defense of any such Proceedingthereof, Indemnitee shall have the right to employ Indemnitee’s own counsel in such Proceeding, but the Expenses of such counsel incurred after notice from the Company or any Affiliated Entity to Indemnitee of its assumption of the defense thereof shall be at the expense of Indemnitee and the Company shall not be obligated liable to Indemnitee under this Agreement for any Expenses legal fees or other expenses (other than reasonable costs of investigation) subsequently incurred by Indemnitee in connection therewith other than reasonable costs of investigation and reasonable travel and lodging expenses arising out of Indemnitee’s participation in with the defense of such Proceeding, thereof unless (i) otherwise notified the employment of counsel by Indemnitee or the incurring of such expenses has been authorized by the Company, (ii) Indemnitee’s counsel Indemnitee shall have reasonably concluded and so notified the Company that there is a reasonable possibility that a conflict of interest could arise between the Company or any Affiliated Entity and Indemnitee in the conduct of the defense of such Proceeding, which conflict of interest shall be conclusively presumed to exist upon Indemnitee’s delivery to the Company of a written certification of such conclusion, or (iii) the Company or any Affiliated Entity shall not in fact have employed counsel to assume the defense of such Proceeding, in any each of which cases the Expenses legal fees and other expenses of Indemnitee in such Proceeding shall be reimbursed or paid by at the expense of the Company. The Company or any Affiliated Entity shall not be entitled to assume the defense of any a Proceeding brought by or on behalf of the Company by its stockholders or as to which Indemnitee’s counsel Indemnitee shall have made reached the conclusion set forth described in clause (ii) above. c. The Company shall not be liable for any amounts paid in settlement of any Proceeding effected without its written consent. d. The Company shall not settle any Proceeding in any manner that would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent. e. Neither the preceding sentence Company nor Indemnitee will unreasonably withhold its or his or her consent to any proposed settlement of this Section 7any Proceeding.

Defense of Claim. If Notwithstanding any Proceeding asserted other provision of this Agreement, with respect to any such legal action or commenced against proceeding to which an Indemnitee is also asserted or commenced against gives notice to the Company or an Affiliated Entity, Corporation of the Company or the Affiliated Entity shall commencement thereof: (a) The Corporation will be entitled, entitled to participate therein at its own expense; and (b) except as otherwise provided herein belowin this Section 13.2, to the extent that it wishes, the Corporation, jointly with any other indemnifying party similarly notified, shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee. After notice from the Company or any Affiliated Entity Corporation to an Indemnitee of its election to so assume the defense of any such action or proceeding, the Corporation shall not be liable to the Indemnitee under this Agreement for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof, other than the costs of investigation or as otherwise provided below, provided that the Indemnitee approves counsel to be engaged by the Corporation therein. Indemnitee shall have the right to employ its own counsel in any such legal action or proceeding, however, the fees and expenses of such counsel following the date of Indemnitee's approval of the Corporation's counsel therein shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Corporation, (ii) counsel for the Corporation shall reasonably conclude that there may be a conflict of interest between the Corporation and the Indemnitee in the conduct of the defense of such action or proceeding, such that under the applicable code of professional responsibility the same counsel cannot represent both the Corporation and the Indemnitee, or (iii) the Corporation shall not in fact have employed counsel approved by Indemnitee to assume the defense of any such Proceedingaction or proceeding, Indemnitee shall have the right to employ Indemnitee’s own counsel in such Proceedingeach of which cases, but the Expenses of such counsel incurred after notice from the Company or any Affiliated Entity to Indemnitee of its assumption all of the defense thereof fees and expenses of Indemnitee's counsel shall be at the expense of Indemnitee and the Company shall not be obligated to Indemnitee under this Agreement for any Expenses subsequently incurred by Indemnitee in connection therewith other than reasonable costs of investigation and reasonable travel and lodging expenses arising out of Indemnitee’s participation in the defense of such Proceeding, unless (i) otherwise notified by the Company, (ii) Indemnitee’s counsel shall have reasonably concluded and so notified the Company that there is a conflict of interest between the Company or any Affiliated Entity and Indemnitee in the conduct of defense of such Proceeding, or (iii) the Company or any Affiliated Entity shall not in fact have employed counsel to assume the defense of such Proceeding, in any of which cases the Expenses of Indemnitee in such Proceeding shall be reimbursed or paid by the Company. The Company or any Affiliated Entity shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company by its stockholders or as to which Indemnitee’s counsel shall have made the conclusion set forth in clause (ii) of the preceding sentence of this Section 7Corporation.

Defense of Claim. If With respect to any Proceeding asserted (other than a Proceeding brought by or commenced against in the right of the Company) as to which Indemnitee is also asserted or commenced against notifies the Company or an Affiliated Entityof the commencement thereof: (a) The Company may participate therein at its own expense; (b) The Company, the Company or the Affiliated Entity shall be entitledjointly with any other indemnifying party similarly notified, except as otherwise provided herein below, to may assume the defense thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Company or any Affiliated Entity to Indemnitee of its election to assume the defense of any such Proceedingthereof, Indemnitee shall have the right to employ Indemnitee’s own counsel in such Proceeding, but the Expenses of such counsel incurred after notice from the Company or any Affiliated Entity to Indemnitee of its assumption of the defense thereof shall be at the expense of Indemnitee and the Company shall not be obligated liable to Indemnitee under this Agreement for any Expenses subsequently incurred by Indemnitee in connection therewith other than reasonable costs of investigation and reasonable travel and lodging expenses arising out of Indemnitee’s participation in with the defense of such Proceeding, thereof unless (i) otherwise notified the employment of counsel by Indemnitee or the incurrence of any other Expense has been authorized by the Company, (ii) Indemnitee’s counsel Indemnitee shall have reasonably concluded and so notified the Company that there is may be a conflict of interest between the Company (or any Affiliated Entity other person or persons included in the joint defense) and Indemnitee in the conduct of the defense of such Proceeding, or (iii) the Company or any Affiliated Entity shall not not, in fact fact, have employed counsel to assume the defense of such Proceeding, in any of which cases the Expenses of Indemnitee in such Proceeding shall be reimbursed or paid by the Company. ; (c) The Company or any Affiliated Entity shall not be entitled liable to assume the defense of Indemnitee under this Agreement for any amounts paid in settlement in any Proceeding brought by effected without the Company’s written consent; (d) The Company shall not settle any Proceeding in any manner that would impose any penalty or limitation on behalf of Indemnitee without Indemnitee’s written consent; and (e) Neither the Company by nor Indemnitee shall unreasonably withhold its stockholders or as consent to which any proposed settlement; provided, however, that Indemnitee may withhold consent to any settlement that does not provide a complete release of Indemnitee’s counsel shall have made the conclusion set forth in clause (ii) of the preceding sentence of this Section 7.

Defense of Claim. If With respect to any such Proceeding asserted as to which Indemnitee requests indemnification or commenced against Indemnitee is also asserted or commenced against advancement from the Company: (a) The Company or an Affiliated Entitymay participate therein at its own expense; (b) The Company, the Company or the Affiliated Entity shall be entitledjointly with any other indemnifying party similarly notified, except as otherwise provided herein below, to may assume the defense thereof, with counsel satisfactory to Indemnitee. After notice from the Company or any Affiliated Entity to Indemnitee of its election to assume the defense of any such Proceedingthereof, Indemnitee shall have the right to employ Indemnitee’s own counsel in such Proceeding, but the Expenses of such counsel incurred after notice from the Company or any Affiliated Entity to Indemnitee of its assumption of the defense thereof shall be at the expense of Indemnitee and the Company shall not be obligated liable to Indemnitee under this Agreement for any legal or other Expenses (other than reasonable costs of investigation) subsequently incurred by Indemnitee in connection therewith other than reasonable costs of investigation and reasonable travel and lodging expenses arising out of Indemnitee’s participation in with the defense of such Proceeding, thereof unless (i) otherwise notified the employment of counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee’s counsel Indemnitee shall have reasonably concluded and so notified the Company that there is may be a conflict of interest between the Company (or any Affiliated Entity other person or persons included in the joint defense) and Indemnitee in the conduct of the defense of such Proceedingaction, or (iii) the Company or any Affiliated Entity shall not not, in fact fact, have employed counsel to assume the defense of such Proceedingaction, in any each of which cases the fees and Expenses of Indemnitee in such Proceeding counsel shall be reimbursed or paid by at the Company’s expense. The Company or any Affiliated Entity shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company by its stockholders or as to which Indemnitee’s counsel Indemnitee shall have reasonably made the conclusion set forth provided for in clause (ii) of the preceding sentence above; (c) Notwithstanding any other provision of this Section 7Agreement, the Company shall not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without the Company’s written consent; (d) The Company shall not settle any action or claim in any manner that would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent; and (e) Neither the Company nor Indemnitee shall unreasonably withhold its consent to any proposed settlement, provided that Indemnitee may withhold consent to any settlement that does not provide a complete release of Indemnitee.

Defense of Claim. If any Proceeding Claim is asserted or commenced by any third party against Indemnitee is also asserted or commenced against the Company or an Affiliated Entityany Purchaser Indemnitee, the Company or and Newco shall have the Affiliated Entity shall be entitledright, except as unless otherwise provided herein belowprecluded by Applicable Law, to assume conduct and control the defense thereof. After notice from the Company defense, compromise, or any Affiliated Entity to Indemnitee settlement of its election to assume the defense such Claim or threatened Claim in respect of any such Proceeding, matters embraced by their indemnity obligations in this Article V. The Purchaser Indemnitee shall have the right to employ Indemnitee’s own counsel separate from counsel employed by the Company and Newco in connection with any such ProceedingClaim or threatened Claim and to participate in the defense of such Claim, but the Expenses fees and expenses of such counsel incurred after notice from employed by the Purchaser Indemnitee shall be at its sole expense unless: (i) the Company or Newco shall have elected not, or after reasonable written notice shall have failed, to assume the defense of such Claim, (ii) the engagement of such counsel has been specifically authorized by the Company or Newco in writing, or (iii) the parties to any Affiliated Entity such Claim or threatened Claim (including any impleaded parties) include both the Company or Newco and the Purchaser Indemnitee and the Purchaser Indemnitee shall have been advised in writing by its counsel that there may be one or more defenses available to the Purchaser Indemnitee that are unavailable to the Company and Newco or legal conflicts of its assumption interest pursuant to applicable rules of professional conduct between the Company and Newco and the Purchaser Indemnitee. In the case of the defense thereof events referred to in Clauses (i), (ii), or (iii), the fees and expenses of such counsel engaged by the Purchaser Indemnitee shall be at the expense of Indemnitee and the Company shall not be obligated to Indemnitee under this Agreement for any Expenses subsequently incurred by Indemnitee in connection therewith other than reasonable costs of investigation and reasonable travel and lodging expenses arising out of Indemnitee’s participation in the defense of such Proceeding, unless (i) otherwise notified by the Company, (ii) Indemnitee’s counsel shall have reasonably concluded and so notified the Company that there is a conflict of interest between the Company or any Affiliated Entity and Indemnitee in the conduct of defense of such Proceeding, or (iii) the Company or any Affiliated Entity shall not in fact have employed counsel to assume the defense of such Proceeding, in any of which cases the Expenses of Indemnitee in such Proceeding shall be reimbursed or paid by the CompanyNewco. The Company and Newco shall not, without the written consent of the Purchaser Indemnitee, settle or compromise any Affiliated Entity shall not be entitled Claim or threatened Claim, or consent to assume the defense entry of any Proceeding brought judgment, that does not include as an unconditional term the giving by the claimant or on behalf the plaintiff to the Purchaser Indemnitee a release from all liability in respect of such Claim or threatened Claim. The Purchaser Indemnitee may not settle or compromise any Claim or threatened Claim without the written consent of the Company by its stockholders or as to which Indemnitee’s counsel shall have made the conclusion set forth in clause (ii) of the preceding sentence of this Section 7and Newco.

Defense of Claim. If With respect to any such Proceeding asserted or commenced against as to which Indemnitee is also asserted or commenced against notifies the Company or an Affiliated Entityof the commencement thereof: (a) The Company may participate therein at its own expense; (b) The Company, the Company or the Affiliated Entity shall be entitledjointly with any other indemnifying party similarly notified, except as otherwise provided herein below, to may assume the defense thereof, with counsel satisfactory to Indemnitee. After notice from the Company or any Affiliated Entity to Indemnitee of its election so to assume the defense of any such Proceedingthereof, Indemnitee shall have the right to employ Indemnitee’s own counsel in such Proceeding, but the Expenses of such counsel incurred after notice from the Company or any Affiliated Entity to Indemnitee of its assumption of the defense thereof shall be at the expense of Indemnitee and the Company shall not be obligated liable to Indemnitee under this Agreement for any Expenses legal or other expenses (other than reasonable costs of investigation) subsequently incurred by Indemnitee in connection therewith other than reasonable costs of investigation and reasonable travel and lodging expenses arising out of Indemnitee’s participation in with the defense of such Proceeding, thereof unless (i) otherwise notified the employment of counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee’s counsel Indemnitee shall have reasonably concluded and so notified the Company that there is may be a conflict of interest between the Company (or any Affiliated Entity other person or persons included in the joint defense) and Indemnitee in the conduct of the defense of such Proceedingaction, or (iii) the Company or any Affiliated Entity shall not not, in fact fact, have employed counsel to assume the defense of such Proceedingaction, in any each of which cases the Expenses fees and expenses of Indemnitee in such Proceeding counsel shall be reimbursed or paid by at the Company’s expense, or (iv) the Company is not financially or legally able to perform its indemnification obligations. The Company or any Affiliated Entity shall not be entitled to assume the defense of any Proceeding proceeding brought by or on behalf of the Company by its stockholders or as to which Indemnitee’s counsel Indemnitee shall have reasonably made the conclusion set forth provided for in clause (ii) or (iv) above; (c) The Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its written consent; (d) The Company shall not settle any action or claim in any manner that would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent; and (e) Neither the preceding sentence of this Section 7Company nor Indemnitee will unreasonably withhold its, his or her consent to any proposed settlement.

Defense of Claim. If any Proceeding asserted action, suit or proceeding, or any claim thereof, commenced against Indemnitee is also asserted or commenced against the Company or an Affiliated EntityCorporation, the Company or the Affiliated Entity Corporation shall be entitledentitled to participate therein at its own expense and, except as otherwise provided herein below, to the extent that it may wish, the Corporation shall be entitled to assume the defense thereof. After notice from the Company or any Affiliated Entity Corporation to Indemnitee of its election to assume the defense of any action, suit or proceeding, the Corporation shall not be obligated to Indemnitee under this Agreement for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation, travel and lodging expenses arising out of Indemnitee's participation in such Proceedingaction, suit or proceeding. Indemnitee shall have the right to employ Indemnitee’s 's own counsel in such Proceedingaction, suit or proceeding, but the Expenses fees and expenses of such counsel incurred after notice from the Company or any Affiliated Entity Corporation to Indemnitee of its assumption of the defense thereof shall be at the expense of Indemnitee and the Company shall not be obligated to Indemnitee under this Agreement for any Expenses subsequently incurred by Indemnitee in connection therewith other than reasonable costs of investigation and reasonable travel and lodging expenses arising out of Indemnitee’s participation in the defense of such Proceeding, unless (i) otherwise notified authorized by the CompanyCorporation, (ii) Indemnitee’s counsel Indemnitee shall have reasonably concluded concluded, and so notified the Company Corporation, that there is may be a conflict of interest between the Company or any Affiliated Entity Corporation and Indemnitee in the conduct of the defense of such Proceedingaction, suit or proceeding, or (iii) the Company or any Affiliated Entity Corporation shall not in fact have employed counsel to assume the defense of such Proceedingaction, suit or proceeding, in any of which cases the Expenses fees and expenses of Indemnitee in such Proceeding Indemnitee's counsel shall be reimbursed or paid by at the Companyexpense of the Corporation. The Company or any Affiliated Entity Corporation shall not be entitled to assume the defense of any Proceeding action, suit or proceeding brought by or on behalf of the Company by Corporation or its stockholders or as to which Indemnitee’s counsel Indemnitee shall have made the conclusion set forth in clause (ii) of the preceding sentence of this Section 7paragraph 12.

Defense of Claim. If (a) The Company shall be entitled to participate therein at its own expense. (b) The Company, jointly with any other indemnifying party similarly notified, shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to Indemnitee; provided, however, that the Company shall not be entitled to assume the defense of any Proceeding asserted or commenced against (i) if there has been a Change in Control, (ii) if Indemnitee is also asserted or commenced against shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee with respect to such Proceeding, or an Affiliated Entity(iii) the fees and expenses are non-duplicative and reasonably incurred in connection with Indemnitee’s role in the Proceeding despite the Company’s assumption of the defense, in each case all Expenses of the Proceeding shall be borne by the Company. Indemnitee agrees that any such separate counsel will be a member of any approved list of panel counsel under the Company’s applicable directors’ and officers’ insurance policy, should the applicable policy provide for a panel of approved counsel. The Company or the Affiliated Entity shall not be entitled, except as otherwise provided herein belowwithout the consent of Indemnitee, to assume the defense thereofof any claim brought by or in the right of the Company. After notice from the Company or any Affiliated Entity to Indemnitee of its election to assume the defense thereof, the Company shall not be liable to Indemnitee under this Agreement for any Expenses subsequently incurred by Indemnitee in connection with the defense thereof, other than reasonable costs of any such Proceeding, investigation or as otherwise provided below. Indemnitee shall have the right to employ Indemnitee’s own counsel in such Proceeding, but the Expenses fees and expenses of such counsel incurred after notice from the Company or any Affiliated Entity to Indemnitee of its assumption of the defense thereof shall be at the expense of Indemnitee and the Company shall not be obligated to Indemnitee under this Agreement for any Expenses subsequently incurred by Indemnitee in connection therewith other than reasonable costs of investigation and reasonable travel and lodging expenses arising out of Indemnitee’s participation in the defense of such Proceeding, unless unless: (i) otherwise notified the employment of counsel by Indemnitee has been authorized by the Company, ; or (ii) Indemnitee’s counsel shall have reasonably concluded and so notified the Company that there is a conflict of interest between the Company or any Affiliated Entity and Indemnitee in the conduct of defense of such Proceeding, or (iii) the Company or any Affiliated Entity shall not in fact have employed counsel to assume the defense of such Proceeding, in any of which cases the Expenses of Indemnitee in such Proceeding or shall not in fact have assumed such defense and be acting in connection therewith with reasonable diligence; in each of which cases, the fees and expenses of such counsel shall be reimbursed at the expense of the Company. (c) The Company shall not settle any Proceeding in any manner that would impose any penalty or paid limitation on Indemnitee without Indemnitee’s written consent; provided, however, that Indemnitee shall not unreasonably withhold Indemnitee’s consent to any proposed settlement. The Company shall not, on its own behalf, settle any part of any Proceeding to which Indemnitee is party, with respect to other parties (including the Company) if any portion of such settlement is to be funded from corporate insurance proceeds unless approved by (i) the written consent of Indemnitee or (ii) a majority of the Disinterested Directors of the Board, even though less than a quorum; provided, however, that the right to constrain the Company’s use of corporate insurance as described in this Section shall terminate at the time the Company concludes (per the terms of this Agreement) that (i) Indemnitee is not entitled to indemnification pursuant to this Agreement, or (ii) such indemnification obligation to Indemnitee has been fully discharged by the Company. The Company or any Affiliated Entity shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company by its stockholders or as to which Indemnitee’s counsel shall have made the conclusion set forth in clause (ii) of the preceding sentence of this Section 7.

Defense of Claim. If With respect to any such Proceeding asserted as to which Indemnitee requests indemnification or commenced against Indemnitee is also asserted or commenced against advancement from the Company: (a) The Company or an Affiliated Entitymay participate therein at its own expense; ​ (b) The Company, the Company or the Affiliated Entity shall be entitledjointly with any other indemnifying party similarly notified, except as otherwise provided herein below, to may assume the defense thereof, with counsel satisfactory to Indemnitee. After notice from the Company or any Affiliated Entity to Indemnitee of its election to assume the defense of any such Proceedingthereof, Indemnitee shall have the right to employ Indemnitee’s own counsel in such Proceeding, but the Expenses of such counsel incurred after notice from the Company or any Affiliated Entity to Indemnitee of its assumption of the defense thereof shall be at the expense of Indemnitee and the Company shall not be obligated liable to Indemnitee under this Agreement for any Expenses legal or other expenses (other than reasonable costs of investigation) subsequently incurred by Indemnitee in connection therewith other than reasonable costs of investigation and reasonable travel and lodging expenses arising out of Indemnitee’s participation in with the defense of such Proceeding, thereof unless (i) otherwise notified the employment of counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee’s counsel Indemnitee shall have reasonably concluded and so notified the Company that there is may be a conflict of interest between the Company (or any Affiliated Entity other person or persons included in the joint defense) and Indemnitee in the conduct of the defense of such Proceedingaction, or (iii) the Company or any Affiliated Entity shall not not, in fact fact, have employed counsel to assume the defense of such Proceedingaction, in any each of which cases the Expenses fees and expenses of Indemnitee in such Proceeding counsel shall be reimbursed or paid by at the Company’s expense. The Company or any Affiliated Entity shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company by its stockholders or as to which Indemnitee’s counsel Indemnitee shall have reasonably made the conclusion set forth provided for in clause (ii) of the preceding sentence above; (c) Notwithstanding any other provision of this Section 7Agreement, the Company shall not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without the Company’s written consent; (d) The Company shall not settle any action or claim in any manner that would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent; and (e) Neither the Company nor Indemnitee shall unreasonably withhold its consent to any proposed settlement, provided that Indemnitee may withhold consent to any settlement that does not provide a complete release of Indemnitee.

Defense of Claim. If With respect to any Proceeding asserted or commenced against to which Indemnitee is also asserted or commenced against shall have requested indemnification in accordance with Section 6.01: (a) The Company will be entitled to participate in the Company or an Affiliated Entitydefense at its own expense. (b) Except as otherwise provided below, the Company or the Affiliated Entity shall jointly with any other indemnifying party will be entitled, except as otherwise provided herein below, entitled to assume the defense thereofwith counsel reasonably satisfactory to Indemnitee. After notice from the Company or any Affiliated Entity to the Indemnitee of its election to assume the defense of a suit, the Company will not be liable to the Indemnitee under this Agreement for any such Proceeding, 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 shall have the right to employ Indemnitee’s his own counsel in such Proceeding, Proceeding but the Expenses fees and expenses of such counsel incurred after notice from the Company or any Affiliated Entity to Indemnitee of its assumption of the defense thereof shall be at the expense of the Indemnitee and the Company shall not be obligated to Indemnitee under this Agreement for any Expenses subsequently incurred by Indemnitee in connection therewith other than reasonable costs of investigation and reasonable travel and lodging expenses arising out of Indemnitee’s participation in the defense of such Proceeding, unless unless: (i) otherwise notified the employment of counsel by the Indemnitee has been authorized by the Company, ; (ii) Indemnitee’s counsel the Indemnitee shall have concluded reasonably concluded and so notified the Company that there is may be a conflict of interest between the Company or any Affiliated Entity and the Indemnitee in the conduct of the defense of such Proceeding, action and such conclusion is confirmed in writing by the Company’s outside legal counsel regularly employed by it in connection with corporate matters; or (iii) the Company or any Affiliated Entity shall not in fact have employed counsel to assume the defense of such Proceeding, in any each of which cases the Expenses fees and expenses of Indemnitee in such Proceeding counsel shall be reimbursed or paid by at the expense of the Company. The Company or any Affiliated Entity shall be entitled to participate in, but shall not be entitled to assume the defense of any Proceeding brought by or on behalf in the right of the Company by its stockholders or as to which Indemnitee’s counsel the Indemnitee shall have made the conclusion set forth provided for in clause (ii) above and such conclusion shall have been so confirmed by the Company’s said outside counsel. (c) Notwithstanding any provision of this Agreement to the contrary, the Company shall not be liable to indemnify the Indemnitee under this Article for any amounts paid in settlement of any Proceeding or claim effected without its written consent. The Company shall not settle any Proceeding or claim in any manner which would impose any penalty, limitation or disqualification of the preceding sentence of this Section 7Indemnitee for any purpose without the Indemnitee’s written consent. Neither the Company nor the Indemnitee will unreasonably withhold their consent to any proposed settlement.

Defense of Claim. If With respect to any such Proceeding asserted or commenced against as to which an Indemnitee is also asserted or commenced against notifies the Company or an Affiliated Entityof the commencement thereof: (a) The Company may participate therein at its own expense; (b) The Company, the Company or the Affiliated Entity shall be entitledjointly with any other indemnifying party similarly notified, except as otherwise provided herein below, to may assume the defense thereof, with counsel satisfactory to Indemnitee. After notice from the Company or any Affiliated Entity to Indemnitee of its election so to assume the defense of any such Proceedingthereof, Indemnitee shall have the right to employ Indemnitee’s own counsel in such Proceeding, but the Expenses of such counsel incurred after notice from the Company or any Affiliated Entity to Indemnitee of its assumption of the defense thereof shall be at the expense of Indemnitee and the Company shall not be obligated liable to Indemnitee under this Agreement for any Expenses legal or other expenses (other than reasonable costs of investigation) subsequently incurred by Indemnitee in connection therewith other than reasonable costs of investigation and reasonable travel and lodging expenses arising out of Indemnitee’s participation in with the defense of such Proceeding, thereof unless (i) otherwise notified the employment of counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee’s counsel Indemnitee shall have reasonably concluded and so notified the Company that there is may be a conflict of interest between the Company or any Affiliated Entity and Indemnitee in the conduct of the defense of such Proceedingaction, or (iii) the Company or any Affiliated Entity shall not not, in fact fact, have employed counsel to assume the defense of such Proceedingaction, in any each of which cases the Expenses fees and expenses of Indemnitee in such Proceeding counsel shall be reimbursed or paid by at the Company's expense. The Company or any Affiliated Entity shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company by its stockholders or as to which Indemnitee’s counsel Indemnitee shall have reasonably made the conclusion set forth provided for in clause (ii) above; (c) The Company shall not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its written consent; (d) The Company shall not settle any action or claim in any manner that would impose any penalty or limitation on Indemnitee without Indemnitee's written consent; and (e) Neither the preceding sentence Company nor Indemnitee shall unreasonably withhold its consent to any proposed settlement, provided that Indemnitee may withhold consent to any settlement that does not provide a complete release of this Section 7Indemnitee.

Defense of Claim. If With respect to any such Proceeding asserted or commenced against as to which Indemnitee is also asserted or commenced against notifies the Company or an Affiliated Entityof the commencement thereof: (a) The Company may participate therein at its own expense; (b) The Company, the Company or the Affiliated Entity shall be entitledjointly with any other indemnifying party similarly notified, except as otherwise provided herein below, to may assume the defense thereof, with counsel satisfactory to Indemnitee. After notice from the Company or any Affiliated Entity to Indemnitee of its election so to assume the defense of any such Proceedingthereof, Indemnitee shall have the right to employ Indemnitee’s own counsel in such Proceeding, but the Expenses of such counsel incurred after notice from the Company or any Affiliated Entity to Indemnitee of its assumption of the defense thereof shall be at the expense of Indemnitee and the Company shall not be obligated liable to Indemnitee under this Agreement for any Expenses legal or other expenses (other than reasonable costs of investigation) subsequently incurred by Indemnitee in connection therewith other than reasonable costs of investigation and reasonable travel and lodging expenses arising out of Indemnitee’s participation in with the defense of such Proceeding, thereof unless (i) otherwise notified the employment of counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee’s counsel Indemnitee shall have reasonably concluded and so notified the Company that there is may be a conflict of interest between the Company or any Affiliated Entity and Indemnitee in the conduct of the defense of such Proceedingaction, or (iii) the Company or any Affiliated Entity shall not in fact have employed counsel to assume the defense of such Proceedingaction, in any each of which cases the Expenses fees and expenses of Indemnitee in such Proceeding counsel shall be reimbursed or paid by at the expense of the Company. The Company or any Affiliated Entity shall not be entitled to assume the defense of any Proceeding action, suit or proceeding brought by or on behalf of the Company by its stockholders or as to which Indemnitee’s counsel Indemnitee shall have made the conclusion set forth provided for in clause (ii) above; (c) The Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its written consent; (d) The Company shall not settle any action or claim in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee's written consent; and (e) Neither the preceding sentence of this Section 7Company nor Indemnitee will unreasonably withhold its, his or her consent to any proposed settlement.

Defense of Claim. If With respect to any Proceeding asserted or commenced against as to which Indemnitee is also asserted or commenced against has provided notice to the Company or an Affiliated Entitypursuant to Section 1(e)(i): a. The Company may participate therein at its own expense. b. The Company (jointly with any other indemnifying party similarly notified, the Company or the Affiliated Entity shall be entitled, except as otherwise provided herein below, to if any) may assume the defense thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Company or any Affiliated Entity to Indemnitee of its election to so assume the defense of any such Proceedingthereof, Indemnitee shall have the right to employ Indemnitee’s own counsel in such Proceeding, but the Expenses of such counsel incurred after notice from the Company or any Affiliated Entity to Indemnitee of its assumption of the defense thereof shall be at the expense of Indemnitee and the Company shall not be obligated liable to Indemnitee under this Agreement for any Expenses legal fees or other expenses (other than reasonable costs of investigation) subsequently incurred by Indemnitee in connection therewith other than reasonable costs of investigation and reasonable travel and lodging expenses arising out of Indemnitee’s participation in with the defense of such Proceeding, thereof unless (i) otherwise notified the employment of counsel by Indemnitee or the incurring of such expenses has been authorized by the Company, (ii) Indemnitee’s counsel Indemnitee shall have reasonably concluded and so notified the Company that there is a reasonable possibility that a conflict of interest could arise between the Company or any Affiliated Entity and Indemnitee in the conduct of the defense of such Proceeding, which conflict of interest shall be conclusively presumed to exist upon Indemnitee’s delivery to the Company of a written certification of such conclusion, or (iii) the Company or any Affiliated Entity shall not in fact have employed counsel to assume the defense of such Proceeding, in any each of which cases the Expenses legal fees and other expenses of Indemnitee in such Proceeding shall be reimbursed or paid by at the expense of the Company. The Company or any Affiliated Entity shall not be entitled to assume the defense of any a Proceeding brought by or on behalf of the Company by its stockholders or as to which Indemnitee’s counsel Indemnitee shall have made reached the conclusion set forth described in clause (ii) above. c. The Company shall not be liable for any amounts paid in settlement of any Proceeding effected without its written consent. d. The Company shall not settle any Proceeding in any manner that would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent. e. Neither the preceding sentence Company nor Indemnitee will unreasonably withhold its or his or her consent to any proposed settlement of this Section 7any Proceeding. f. In addition to all the requirements above, if Company has directors and officers liability insurance, or other insurance, with a panel counsel requirement that may be triggered then or at some future point by the matter for which indemnity is owed to Indemnitee, then Indemnitee shall use such panel counsel, unless there is an actual conflict of interest with representation by all such panel counsel, or unless and to the extent Company waives such requirement in writing.

Defense of Claim. If In the event that the Company shall be obligated under Section 5 hereof to pay the Expenses of any Proceeding asserted or commenced against Indemnitee is also asserted or commenced against the Company or an Affiliated Entity, the Company or the Affiliated Entity shall be entitled, except as otherwise provided herein below, to assume the defense thereof. After notice from and the Company or any Affiliated Entity other person entitled to Indemnitee of its election indemnification by the Company is a party to the Proceeding, the Company shall be entitled to assume the defense of any such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding; provided that (i) Indemnitee shall have the right to employ his or her counsel in any such Proceeding at Indemnitee’s own expense; and (ii) if (A) the employment of counsel in such Proceeding, but the Expenses of such counsel incurred after notice from the Company or any Affiliated Entity to Indemnitee of its assumption of the defense thereof shall be at the expense of Indemnitee and the Company shall not be obligated to Indemnitee under this Agreement for any Expenses subsequently incurred by Indemnitee in connection therewith other than reasonable costs of investigation and reasonable travel and lodging expenses arising out of Indemnitee’s participation in the defense of such Proceeding, unless (i) otherwise notified has been previously authorized by the Company, or (iiB) Indemnitee’s counsel Indemnitee shall have reasonably concluded and so notified the Company that there is may be a conflict of interest between the Company or any Affiliated Entity and the Indemnitee in the conduct of defense of such Proceedingdefense, or (iiiC) the Company or any Affiliated Entity shall not not, in fact fact, have employed counsel to assume the defense of such Proceeding, in then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. If the Company assumes the defense of any of which cases Proceeding, the Expenses of Company shall be obligated to defend all claims against Indemnitee in such Proceeding shall be reimbursed or paid by in good faith and in a manner consistent with the Company. The best interests of Indemnitee, and the Company or any Affiliated Entity shall not be entitled to assume the defense settle or compromise any claims on any basis or in any manner which would impose any liability, limitation or restriction of any Proceeding brought by or kind on behalf of the Company by its stockholders or as to which Indemnitee without Indemnitee’s counsel shall have made the conclusion set forth in clause (ii) of the preceding sentence of this Section 7express written consent.

Defense of Claim. If With respect to any such Proceeding asserted as to which Indemnitee notifies the Bank of the commencement thereof or commenced against Indemnitee is also asserted or commenced against the Company or an Affiliated Entityotherwise seeks indemnification hereunder: (a) The Bank may participate at its own expense in such Proceeding; (b) The Bank, the Company or the Affiliated Entity shall be entitledjointly with any other indemnifying party similarly notified, except as otherwise provided herein below, to may assume the defense thereofof the Proceeding with counsel reasonably satisfactory to Indemnitee. After notice from the Company or any Affiliated Entity Bank to Indemnitee of its election to assume the defense of any such Proceedingdefense, Indemnitee shall have the right to employ Indemnitee’s own counsel in such Proceeding, but the Expenses of such counsel incurred after notice from the Company or any Affiliated Entity to Indemnitee of its assumption of the defense thereof shall be at the expense of Indemnitee and the Company Bank shall not be obligated liable to Indemnitee under this Agreement or otherwise for any Expenses legal or other expenses of counsel (other than reasonable costs of investigation) subsequently incurred by Indemnitee in connection therewith other than reasonable costs of investigation and reasonable travel and lodging expenses arising out of Indemnitee’s participation in with the defense of such Proceeding, unless (i) otherwise notified the employment of counsel by Indemnitee has been authorized in advance by the CompanyBank in writing, (ii) Indemnitee’s counsel Indemnitee shall have reasonably concluded and so notified the Company that there is may be a conflict of interest between the Company or any Affiliated Entity Bank and Indemnitee in the conduct of the defense of such Proceedingaction and notified the Bank in writing to that effect in advance of the expense, or (iii) the Company or any Affiliated Entity Bank shall not in fact have employed counsel to assume the defense of such Proceedingaction, or (iv) the Bank is not financially or legally able to perform its indemnification obligations, in any each of which cases the Expenses fees and expenses of Indemnitee in such Proceeding counsel shall be reimbursed or paid by at the Companyexpense of the Bank. The Company or any Affiliated Entity Bank shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company by its stockholders Bank or as to which Indemnitee’s counsel Indemnitee shall have made the conclusion set forth provided for in clause (ii) of or (iv) above; (c) The Bank shall not settle any action or claim in any manner which would impose any penalty or limitation on Indemnitee that would not be an Indemnifiable Loss hereunder for which indemnification would be provided by the preceding sentence of this Section 7Bank without Indemnitee's written consent.

Defense of Claim. If any Proceeding asserted or commenced against 11.1 Indemnitee is also asserted or commenced against shall notify the Company promptly in writing upon being served with any summons, citation, subpoena, complaint, indictment, request or an Affiliated Entityother document relating to any Claim which may result in the right to indemnification or the advance of Expenses hereunder and shall include with such notice a description of the nature of the Claim and a summary of the facts underlying the Claim. The failure to give any such notice shall not disqualify Indemnitee from the right, or otherwise affect in any manner any right of Indemnitee, to indemnification or the advance of Expenses under this Agreement unless the Company’s ability to defend in such Claim or to obtain proceeds under any insurance policy is materially and adversely prejudiced thereby, and then only to the extent the Company is thereby actually so prejudiced. 11.2 Subject to the provisions of the last sentence of this Section 11.2 and of Section 11.3 below, the Company shall have the right to defend Indemnitee in any Claim which may give rise to indemnification hereunder; provided, however, that the Company shall notify Indemnitee of any such decision to defend within fifteen (15) calendar days following receipt of notice of any such Claim under Section 11.1 above. The Company shall not, without the prior written consent of Indemnitee, consent to the entry of any judgment against Indemnitee or enter into any settlement or compromise which (i) includes an admission of fault of Indemnitee, (ii) does not include, as an unconditional term thereof, the Affiliated Entity full release of Indemnitee from all liability in respect of such Claim, which release shall be entitledin form and substance reasonably satisfactory to Indemnitee, except as otherwise provided herein belowor (iii) would impose any Expense, judgment, fine, penalty or limitation on Indemnitee. 11.3 Notwithstanding the provisions of Section 11.2 above, if in a Claim to assume which Indemnitee is a party by reason of Indemnitee’s Corporate Status, (i) Indemnitee reasonably concludes, based upon an opinion of counsel approved by the defense thereof. After notice from Company, which approval shall not be unreasonably withheld or delayed, that Indemnitee may have separate defenses or counterclaims to assert with respect to any issue which may not be consistent with other defendants in such Claim, (ii) Indemnitee reasonably concludes, based upon an opinion of counsel approved by the Company, which approval shall not be unreasonably withheld or delayed, that an actual or apparent conflict of interest or potential conflict of interest exists between Indemnitee and the Company, or (iii) if the Company or any Affiliated Entity to Indemnitee of its election fails to assume the defense of such Claim in a timely manner, Indemnitee shall be entitled to be represented by separate legal counsel of Indemnitee’s choice, subject to the prior approval of the Company, which approval shall not be unreasonably withheld or delayed, at the expense of the Company. In addition, if the Company fails to comply with any such Proceedingof its obligations under this Agreement or in the event that the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any Claim to deny or to recover from Indemnitee the benefits intended to be provided to Indemnitee hereunder, Indemnitee shall have the right to employ retain counsel of Indemnitee’s own counsel in such Proceedingchoice, but subject to the Expenses of such counsel incurred after notice from the Company or any Affiliated Entity to Indemnitee of its assumption prior approval of the defense thereof Company, which approval shall not be unreasonably withheld or delayed, at the expense of the Company, to represent Indemnitee and in connection with any such matter. 11.4 Notwithstanding anything to the contrary herein contained, if (i) Indemnitee elects to retain counsel pursuant to Section 11.3 in connection with any Claim in respect of which indemnification may be sought by Indemnitee against the Company shall not be obligated to Indemnitee under this Agreement for and (ii) any Expenses subsequently incurred by Indemnitee in connection therewith other than reasonable costs director or officer of investigation and reasonable travel and lodging expenses the Company may also be subject to liability arising out of Indemnitee’s participation such Claim and in connection with such Claim may seek indemnification against the defense Company pursuant to an agreement similar to this Agreement and also elects to retain counsel pursuant to a provision analogous to Subsection 11.3 of this Agreement, and (iii) Indemnitee is similarly situated and without a divergence of interests (e.g., where, as among Indemnitee and such Proceedingpersons with respect to the Claim, the provisions of Section 11.3 would not apply), Indemnitee shall cooperate with such indemnitees and other persons to employ counsel reasonably acceptable to all indemnitees and all such other persons to represent jointly Indemnitee and such other persons unless the Board, upon the written request of Indemnitee delivered to the Company (ito the attention of the Secretary) otherwise notified setting forth in reasonable detail the basis for such request, determines that such joint representation would be precluded under the applicable standards of professional conduct then prevailing under the law of the State of Maryland, in which case Indemnitee will be entitled to be represented by separate counsel. In the event that the Board fails to act on such request within twenty (20) calendar days after receipt thereof by the Company, (ii) Indemnitee’s counsel shall have reasonably concluded and so notified the Company that there is a conflict of interest between the Company or any Affiliated Entity and Indemnitee in the conduct of defense of such Proceeding, or (iii) the Company or any Affiliated Entity shall not in fact have employed counsel will be deemed to assume the defense of such Proceeding, in any of which cases the Expenses of Indemnitee in such Proceeding shall be reimbursed or paid by the Company. The Company or any Affiliated Entity shall not be entitled to assume be represented by separate counsel in connection with such Claim and the defense reasonable fees and expenses of any Proceeding brought by or on behalf of the Company by its stockholders or as to which Indemnitee’s such counsel shall have made the conclusion set forth in clause (ii) of the preceding sentence of be Expenses subject to this Section 7Agreement.

Defense of Claim. If any Proceeding asserted or commenced against Indemnitee is also asserted or commenced against the Company or an Affiliated Entity, the Company or the Affiliated Entity shall be entitled, except as otherwise provided herein below, to assume the defense thereof. After notice from the Company or any Affiliated Entity to Indemnitee of its election to assume the defense of any such Proceeding, Indemnitee shall have the right to employ Indemnitee’s own counsel in such Proceeding, but the Expenses of such counsel incurred after notice from the Company or any Affiliated Entity to Indemnitee of its assumption of the defense thereof shall be at the expense of Indemnitee and and, notwithstanding any provision of this Agreement to the contrary, the Company shall not be obligated to Indemnitee under this Agreement for any Expenses subsequently incurred by Indemnitee in connection therewith other than reasonable costs of investigation and reasonable travel and lodging expenses arising out of Indemnitee’s participation in the defense of such Proceeding, unless (ia) otherwise notified by the Company, (iib) Indemnitee’s counsel shall have reasonably concluded and so notified the Company that there is a conflict of interest between the Company or any Affiliated Entity and Indemnitee in the conduct of defense of such Proceeding, or (iiic) the Company or any Affiliated Entity shall not in fact have employed counsel to assume the defense of such Proceeding, in any of which cases the Expenses of Indemnitee in such Proceeding shall be reimbursed or paid by the Company. The Company or any Affiliated Entity shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company by its stockholders or as to which Indemnitee’s counsel shall have made the conclusion set forth in clause (iib) of the preceding sentence of this Section 78.

Defense of Claim. If With respect to any such Proceeding asserted or commenced against as to which Indemnitee is also asserted or commenced against notifies the Company or an Affiliated Entityof the commencement thereof: (i) The Company may participate therein at its own expense; (ii) The Company, the Company or the Affiliated Entity shall be entitledjointly with any other indemnifying party similarly notified, except as otherwise provided herein below, to may assume the defense thereof, with counsel satisfactory to Indemnitee (Indemnitee’s consent to such counsel may not be unreasonably withheld). After notice from the Company or any Affiliated Entity to Indemnitee of its election to assume the defense of any such Proceedingthereof, Indemnitee shall have the right to employ Indemnitee’s own counsel in such Proceeding, but the Expenses of such counsel incurred after notice from the Company or any Affiliated Entity to Indemnitee of its assumption of the defense thereof shall be at the expense of Indemnitee and the Company shall not be obligated liable to Indemnitee under this Agreement for any Expenses legal or other expenses subsequently incurred by Indemnitee in connection therewith other than reasonable costs of investigation and reasonable travel and lodging expenses arising out of Indemnitee’s participation in with the defense of such Proceeding, thereof unless (iA) otherwise notified the employment of counsel by Indemnitee has been authorized by the Company, (iiB) Indemnitee’s counsel Indemnitee shall have reasonably concluded and so notified the Company that there is may be a conflict of interest between the Company or any Affiliated Entity and Indemnitee in the conduct of the defense of such Proceedingaction, or (iiiC) the Company or any Affiliated Entity shall not in fact have employed counsel to assume the defense of such Proceedingaction, in any each of which cases the Expenses fees and expenses of Indemnitee in such Proceeding counsel shall be reimbursed or paid by at the expense of the Company. The Company or any Affiliated Entity shall not be entitled to assume the defense of any Proceeding action, suit or proceeding brought by or on behalf of the Company by its stockholders or as to which Indemnitee’s counsel Indemnitee shall have made the conclusion set forth provided for in clause 3(b)(ii)(B) above; (iiiii) The Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its written consent; (iv) The Company shall not settle any action or claim in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent; and (v) Neither the preceding sentence of this Section 7Company nor Indemnitee will unreasonably withhold its, his or her consent to any proposed settlement.

Defense of Claim. If With respect to any Proceeding asserted (other than a Proceeding brought by or commenced against in the right of the Company) as to which Indemnitee is also asserted or commenced against notifies the Company or an Affiliated Entityof the commencement thereof: (a) The Company may participate therein at its own expense; (b) The Company, the Company or the Affiliated Entity shall be entitledjointly with any other indemnifying party similarly notified, except as otherwise provided herein below, to may assume the defense thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Company or any Affiliated Entity to Indemnitee of its election to assume the defense of any such Proceedingthereof, Indemnitee shall have the right to employ Indemnitee’s own counsel in such Proceeding, but the Expenses of such counsel incurred after notice from the Company or any Affiliated Entity to Indemnitee of its assumption of the defense thereof shall be at the expense of Indemnitee and the Company shall not be obligated liable to Indemnitee under this Agreement for any Expenses subsequently incurred by Indemnitee in connection therewith other than reasonable costs of investigation and reasonable travel and lodging expenses arising out of Indemnitee’s participation in with the defense of such Proceeding, thereof unless (i) otherwise notified the employment of counsel by Indemnitee or the incurrence of any other Expense has been authorized by the Company, (ii) Indemnitee’s counsel Indemnitee shall have reasonably concluded and so notified the Company that there is may be a conflict of interest between the Company (or any Affiliated Entity other person or persons included in the joint defense) and Indemnitee in the conduct of the defense of such Proceeding, or (iii) the Company or any Affiliated Entity shall not not, in fact fact, have employed counsel to assume the defense of such Proceeding, in any of which cases the Expenses of Indemnitee in such Proceeding shall be reimbursed or paid by the Company. ; (c) The Company or any Affiliated Entity shall not be entitled liable to assume the defense of Indemnitee under this Agreement for any amounts paid in settlement in any Proceeding brought by effected without its written consent; (d) The Company shall not settle any Proceeding in any manner that would impose any penalty or limitation on behalf of Indemnitee without Indemnitee's written consent; and (e) Neither the Company by nor Indemnitee shall unreasonably withhold its stockholders or as consent to which any proposed settlement; provided, however, that Indemnitee may withhold consent to any settlement that does not provide a complete release of Indemnitee’s counsel shall have made the conclusion set forth in clause (ii) of the preceding sentence of this Section 7.

Defense of Claim. If any Proceeding asserted or commenced against Indemnitee is also asserted or commenced against the Company or an Affiliated Entity, the Company or the Affiliated Entity shall be entitled, except as otherwise provided herein below, to assume the defense thereof. After notice from the Company or any Affiliated Entity to Indemnitee of its election to assume the defense of any such Proceeding, Indemnitee shall have the right to employ Indemnitee’s 's own counsel in such Proceeding, but the Expenses of such counsel incurred after notice from the Company or any Affiliated Entity to Indemnitee of its assumption of the defense thereof shall be at the expense of Indemnitee and the Company shall not be obligated to Indemnitee under this Agreement for any Expenses subsequently incurred by Indemnitee in connection therewith other than reasonable costs of investigation and reasonable travel and lodging expenses arising out of Indemnitee’s 's participation in the defense of such Proceeding, unless (i) otherwise notified by the Company, (ii) Indemnitee’s 's counsel shall have reasonably concluded and so notified the Company that there is a conflict of interest between the Company or any Affiliated Entity and -4- Indemnitee in the conduct of defense of such Proceeding, or (iii) the Company or any Affiliated Entity shall not in fact have employed counsel to assume the defense of such Proceeding, in any of which cases the Expenses of Indemnitee in such Proceeding shall be reimbursed or paid by the Company. The Company or any Affiliated Entity shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company by its stockholders or as to which Indemnitee’s 's counsel shall have made the conclusion set forth in clause (ii) of the preceding sentence of this Section 7.

Defense of Claim. If With respect to any Proceeding asserted (other than a Proceeding brought by or commenced against in the right of the Company) as to which Indemnitee is also asserted or commenced against notifies the Company or an Affiliated Entityof the commencement thereof: (a) The Company may participate therein at its own expense; (b) The Company, the Company or the Affiliated Entity shall be entitledjointly with any other indemnifying party similarly notified, except as otherwise provided herein below, to may assume the defense thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Company or any Affiliated Entity to Indemnitee of its the Company’s election to assume the defense of any such Proceedingthereof, Indemnitee shall have the right to employ Indemnitee’s own counsel in such Proceeding, but the Expenses of such counsel incurred after notice from the Company or any Affiliated Entity to Indemnitee of its assumption of the defense thereof shall be at the expense of Indemnitee and the Company shall not be obligated liable to Indemnitee under this Agreement for any Expenses subsequently incurred by Indemnitee in connection therewith other than reasonable costs of investigation and reasonable travel and lodging expenses arising out of Indemnitee’s participation in with the defense of such Proceeding, thereof unless (i) otherwise notified the employment of counsel by Indemnitee or the incurrence of any other Expense has been authorized by the Company, (ii) Indemnitee’s counsel Indemnitee shall have reasonably concluded and so notified the Company that there is may be a conflict of interest between the Company (or any Affiliated Entity other person or persons included in the joint defense) and Indemnitee in the conduct of the defense of such Proceeding, or (iii) the Company or any Affiliated Entity shall not not, in fact fact, have employed counsel to assume the defense of such Proceeding, in any of which cases the Expenses of Indemnitee in such Proceeding shall be reimbursed or paid by the Company. . (c) The Company or any Affiliated Entity shall not be entitled liable to assume the defense of Indemnitee under this Agreement for any amounts paid in settlement in any Proceeding brought by effected without the Company’s written consent; (d) The Company shall not settle any Proceeding in any manner that would impose any penalty or limitation on behalf of Indemnitee without Indemnitee’s written consent; and (e) Neither the Company by its stockholders nor Indemnitee shall unreasonably withhold its, his or as her consent to which any proposed settlement, provided that Indemnitee may withhold consent to any settlement that does not provide a complete release of Indemnitee’s counsel shall have made the conclusion set forth in clause (ii) of the preceding sentence of this Section 7.

Defense of Claim. If With respect to any Proceeding asserted or commenced against Indemnitee is also asserted or commenced against as to which Xxxxxxxxxx has provided notice to the Company or an Affiliated Entitypursuant to Section 1(e): a. The Company may participate therein at its own expense. b. The Company, the Company or the Affiliated Entity shall be entitledjointly with any other indemnifying party similarly notified, except as otherwise provided herein below, to may assume the defense thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Company or any Affiliated Entity to Indemnitee of its election to so assume the defense of any such Proceedingthereof, Indemnitee shall have the right to employ Indemnitee’s own counsel in such Proceeding, but the Expenses of such counsel incurred after notice from the Company or any Affiliated Entity to Indemnitee of its assumption of the defense thereof shall be at the expense of Indemnitee and the Company shall not be obligated liable to Indemnitee under this Agreement for any Expenses legal fees or other expenses (other than reasonable costs of investigation) subsequently incurred by Indemnitee in connection therewith other than reasonable costs of investigation and reasonable travel and lodging expenses arising out of Indemnitee’s participation in with the defense of such Proceeding, unless thereof unless: (i) otherwise notified the employment of counsel by Indemnitee or the incurring of such expenses has been authorized by the Company, ; (ii) Indemnitee’s counsel Indemnitee shall have reasonably concluded and so notified the Company that there is may be a conflict of interest between the Company or any Affiliated Entity and Indemnitee in the conduct of the defense of such Proceeding, ; or (iii) the Company or any Affiliated Entity shall not in fact have employed counsel to assume the defense of such Proceeding, in any each of which cases the Expenses legal fees and other expenses of Indemnitee in such Proceeding shall be reimbursed or paid borne by the Company. The Company or any Affiliated Entity shall not be entitled to assume the defense of any a Proceeding brought by or on behalf of the Company by its stockholders or as to which Indemnitee’s counsel Indemnitee shall have made reached the conclusion set forth described in clause (ii) above. c. The Company shall not be liable for any amounts paid in settlement of any Proceeding effected without its written consent. d. The Company shall not settle any Proceeding in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent. e. Neither the preceding sentence Company nor Indemnitee will unreasonably withhold its or Indemnitee’s consent to any proposed settlement of this Section 7any Proceeding.

Defense of Claim. If In the event that the Company shall be obligated under Section 6 hereof to pay the Expenses of any Proceeding asserted or commenced against Indemnitee is also asserted or commenced against the Company or an Affiliated Entity, the Company or the Affiliated Entity shall be entitled, except as otherwise provided herein below, to assume the defense thereof. After notice from and the Company or any Affiliated Entity other person entitled to Indemnitee of its election indemnification by the Company is a party to the Proceeding, the Company shall be entitled to assume the defense of any such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding; provided that (i) Indemnitee shall have the right to employ his or her counsel in any such Proceeding at Indemnitee’s own expense; and (ii) if (A) the employment of counsel in such Proceeding, but the Expenses of such counsel incurred after notice from the Company or any Affiliated Entity to Indemnitee of its assumption of the defense thereof shall be at the expense of Indemnitee and the Company shall not be obligated to Indemnitee under this Agreement for any Expenses subsequently incurred by Indemnitee in connection therewith other than reasonable costs of investigation and reasonable travel and lodging expenses arising out of Indemnitee’s participation in the defense of such Proceeding, unless (i) otherwise notified has been previously authorized by the Company, or (iiB) Indemnitee’s counsel Independent Counsel shall have reasonably concluded and so notified the Company that there is may be a conflict of interest between the Company or any Affiliated Entity and Indemnitee in the conduct of defense of such Proceedingdefense, or (iiiC) the Company or any Affiliated Entity shall not not, in fact fact, have employed counsel to assume the defense of such Proceeding, in then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. If the Company assumes the defense of any of which cases Proceeding, the Expenses of Company shall be obligated to defend all claims against Indemnitee in such Proceeding in good faith and in a manner consistent with the best interests of Indemnitee, and the Company shall be reimbursed not settle or paid by compromise any claims on any basis or in any manner which would impose any liability, limitation or restriction of any kind on Indemnitee without Indemnitee’s express written consent. Regardless of any provision in this Agreement, Indemnitee shall have the Companyright to employ counsel in any Proceeding at Indemnitee’s personal expense. The Company or any Affiliated Entity shall not be entitled entitled, without the consent of Indemnitee, to assume the defense of any Proceeding claim brought by or on behalf in the right of the Company by its stockholders or as to which Indemnitee’s counsel shall have made the conclusion set forth in clause (ii) of the preceding sentence of this Section 7Company.

Defense of Claim. If With respect to any Proceeding asserted action, suit or commenced against proceeding as to which Indemnitee is also asserted or commenced against must notify the Company or an Affiliated Entity, of the commencement thereof pursuant to the procedure set forth in Section 7 of this Agreement: (a) the Company or the Affiliated Entity shall will be entitled, entitled to participate therein at its own expense; (b) except as otherwise provided herein below, the Company may, at its option and jointly with any other indemnifying party similarly notified and electing to assume such defense, assume the defense thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Company or any Affiliated Entity to Indemnitee of its election to assume the defense of thereof, the Company will not be liable to Indemnitee under this Agreement for any such Proceedinglegal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof, except as provided in subsections 8(b)(i)-(iv) below. Indemnitee shall have the right to employ Indemnitee’s own separate counsel in such Proceedingaction, suit or proceeding, but the Expenses fees and expenses of such counsel incurred after notice from the Company or any Affiliated Entity to Indemnitee of its assumption of the defense thereof shall be at the expense of Indemnitee and the Company shall not be obligated to Indemnitee under this Agreement for any Expenses subsequently incurred by Indemnitee in connection therewith other than reasonable costs of investigation and reasonable travel and lodging expenses arising out of Indemnitee’s participation in the defense of such Proceeding, unless (i) otherwise notified the employment of counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee’s counsel Indemnitee shall have reasonably concluded concluded, and so notified the Company Company, that there is a conflict the use of interest between counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or any Affiliated Entity and Indemnitee in the conduct of defense of such Proceedingpotential conflict, or (iii) the use of counsel chosen by the Company to represent Indemnitee would be precluded under the applicable standards of professional conduct then prevailing, or any Affiliated Entity (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceedingaction, in any each of which cases the Expenses fees and expenses of Indemnitee in such Proceeding Indemnitee’s separate counsel shall be reimbursed or paid by at the expense of the Company. The Company or any Affiliated Entity shall not be entitled to assume the defense of any Proceeding action, suit or proceeding brought by or on behalf of the Company; and (c) the Company by shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without its stockholders written consent. The Company shall be permitted to settle any action except that it shall not settle any action or as to claim in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee’s counsel shall have made the conclusion set forth in clause (ii) of the preceding sentence of this Section 7written consent.

Defense of Claim. If With respect to any Proceeding asserted or commenced against to which Indemnitee is also asserted or commenced against shall have requested indemnification in accordance with Section 6.01: (a) The Company will be entitled to participate in the Company or an Affiliated Entitydefense at its own expense. (b) Except as otherwise provided below, the Company or the Affiliated Entity shall jointly with any other indemnifying party will be entitled, except as otherwise provided herein below, entitled to assume the defense thereofwith counsel reasonably satisfactory to Indemnitee. After notice from the Company or any Affiliated Entity to the Indemnitee of its election to assume the defense of a suit, the Company will not be liable to the Indemnitee under this Agreement for any such Proceeding, 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 shall have the right to employ Indemnitee’s his own counsel in such Proceeding, Proceeding but the Expenses fees and expenses of such counsel incurred after notice from the Company or any Affiliated Entity to Indemnitee of its assumption of the defense thereof shall be at the expense of the Indemnitee and the Company shall not be obligated to Indemnitee under this Agreement for any Expenses subsequently incurred by Indemnitee in connection therewith other than reasonable costs of investigation and reasonable travel and lodging expenses arising out of Indemnitee’s participation in the defense of such Proceeding, unless (i) otherwise notified the employment of counsel by the Indemnitee has been authorized by the Company, (ii) Indemnitee’s counsel the Indemnitee shall have concluded reasonably concluded and so notified the Company that there is may be a conflict of interest between the Company or any Affiliated Entity and the Indemnitee in the conduct of defense of such Proceeding, or (iii) the Company or any Affiliated Entity shall not in fact have employed counsel to assume the defense of such Proceeding, action and such conclusion is confirmed in any of which cases the Expenses of Indemnitee in such Proceeding shall be reimbursed or paid writing by the Company's outside legal counsel regularly employed by it (c) Notwithstanding any provision of this Agreement to the contrary, the Company shall not be liable to indemnify the Indemnitee under this Article for any amounts paid in settlement of any Proceeding or claim effected without its written consent. The Company or any Affiliated Entity shall not be entitled to assume the defense of settle any Proceeding brought by or on behalf claim in any manner which would impose any penalty, limitation or disqualification of the Indemnitee for any purpose without the Indemnitee's written consent. Neither the Company by its stockholders or as nor the Indemnitee will unreasonably withhold their consent to which Indemnitee’s counsel shall have made the conclusion set forth in clause (ii) of the preceding sentence of this Section 7any proposed settlement.

Defense of Claim. If any Proceeding asserted or commenced against Indemnitee is also asserted or commenced against the Company or an Affiliated Entity, the Company or the Affiliated Entity shall be entitled, except as otherwise provided herein below, to assume the defense thereof. After notice from the Company or any Affiliated Entity to Indemnitee of its election to assume the defense of any such Proceeding, Indemnitee shall have the right to employ Indemnitee’s 's own counsel in such Proceeding, but the Expenses of such counsel incurred after notice from the Company or any Affiliated Entity to Indemnitee of its assumption of the defense thereof shall be at the expense of Indemnitee and the Company shall not be obligated to Indemnitee under this Agreement for any Expenses subsequently incurred by Indemnitee in connection therewith other than reasonable costs of investigation and reasonable travel and lodging expenses arising out of Indemnitee’s 's participation in the defense of such Proceeding, unless (i) otherwise notified by the Company, (ii) Indemnitee’s 's counsel shall have reasonably concluded and so notified the Company that there is a conflict of interest between the Company or any Affiliated Entity and Indemnitee in the conduct of defense of such Proceeding, or (iii) the Company or any Affiliated Entity shall not in fact have employed counsel to assume the defense of such Proceeding, in any of which cases the Expenses of Indemnitee in such Proceeding shall be reimbursed or paid by the Company. The Company or any Affiliated Entity shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company by its stockholders or as to which Indemnitee’s 's counsel shall have made the conclusion set forth in clause (ii) of the preceding sentence of this Section 7.

Defense of Claim. If (a) Except as otherwise provided below, in the case of any Proceeding asserted or commenced against Indemnitee is also asserted or commenced against the Company or an Affiliated EntityIndemnitee, the Company or the Affiliated Entity shall be entitledentitled to participate therein at its own expense and, except as otherwise provided herein belowto the extent that it may wish, to assume the defense thereof. If the Company wishes to assume the defense of any Proceeding hereunder, the Company must give written notice to the Indemnitee of such assumption of defense and of its choice of counsel. Such choice of counsel must be approved in writing by the Indemnitee in his or her sole discretion, which will not be unreasonably withheld nor delayed, before the Company's assumption of defense hereunder may proceed. After notice from the Company or any Affiliated Entity to Indemnitee of its election to assume the defense of any Proceeding and the Indemnitee's approval of the Company's choice of counsel, the Company shall not be obligated to the Indemnitee under this Agreement for any Defense Expenses subsequently incurred by the Indemnitee in connection with the defense of the Proceeding, other than reasonable costs of investigation, travel and lodging Defense Expenses arising out of the Indemnitee's participation in such Proceeding, or as otherwise provided herein. The Indemnitee shall have the right to employ Indemnitee’s 's own independent counsel in such Proceeding, Proceeding but the fees and Defense Expenses of such counsel incurred after notice from the Company or any Affiliated Entity to the Indemnitee of its assumption of the defense thereof of the Proceeding shall be at the Indemnitee's expense of Indemnitee and the Company shall not be obligated to Indemnitee under this Agreement for any Expenses subsequently incurred by Indemnitee in connection therewith other than reasonable costs of investigation and reasonable travel and lodging expenses arising out of Indemnitee’s participation in the defense of such Proceeding, unless (i) otherwise notified unless the employment of such counsel has been requested by the Indemnitee and authorized in writing by the Company, or (ii) Indemnitee’s counsel shall have reasonably concluded and so notified unless the Company that there is a conflict of interest between the Company or any Affiliated Entity and Indemnitee in the conduct of defense of such Proceeding, or (iii) the Company or any Affiliated Entity shall has not in fact have employed counsel to assume the defense of such Proceeding, in any of which cases case the reasonable fees and Defense Expenses of Indemnitee's counsel shall be at the expense of the Company, or (iii) unless counsel for the Indemnitee has provided a written opinion to Company in accordance with applicable standards of professional conduct that there may be a conflict of interest between the Company and the Indemnitee in such Proceeding shall be reimbursed or paid by the Company. The Company or any Affiliated Entity shall not be entitled to assume the defense of such Proceeding; and (iv) except for reasonable costs and Defense Expenses of counsel for Indemnitee to monitor the Proceeding (provided, however, that such counsel for Indemnitee will not appear as counsel of record in any such Proceeding). (b) In the event that independent counsel for the Indemnitee concludes that there may be a conflict of interest between the Company and the Indemnitee in the defense of a Proceeding, (i) the Company shall not have the right to assume and direct the defense of such Proceeding brought by or on behalf of the Company by its stockholders or as to which Indemnitee’s counsel shall have made the conclusion set forth in clause , and (ii) the Company shall indemnify the Indemnitee for all Defense Expenses, but the Company shall not be liable for any settlement or negotiated disposition of such Proceeding or any part thereof, effected without the written consent of the preceding sentence of this Section 7Company, which shall not be unreasonably withheld nor delayed.

Defense of Claim. If any Proceeding asserted or commenced against Indemnitee is also asserted or commenced against the Company or an Affiliated Entity, the Company or the Affiliated Entity shall be entitled, except as otherwise provided contemplated herein belowby the other provisions of this Section 8, to assume the defense thereof. After notice from the Company or any Affiliated Entity to Indemnitee of its election to assume the defense of any such Proceeding, Indemnitee shall have the right to employ Indemnitee’s own legal counsel in such Proceeding, but the Expenses of such legal counsel incurred after notice from the Company or any Affiliated Entity to Indemnitee of its assumption of the defense thereof shall be at the expense of Indemnitee and and, notwithstanding any provision of this Agreement to the contrary, the Company shall not be obligated to Indemnitee under this Agreement for any Expenses subsequently incurred by Indemnitee in connection therewith other than reasonable costs of investigation and reasonable and documented travel and lodging expenses arising out of Indemnitee’s participation in the defense of such Proceeding, unless (ia) otherwise notified by the Company, (iib) Indemnitee’s legal counsel shall have reasonably concluded and so notified the Company that there is a conflict of interest between the Company or any Affiliated Entity and Indemnitee in the conduct of defense of such Proceeding, or (iiic) the Company or any Affiliated Entity shall not in fact have employed legal counsel to assume the defense of such Proceeding, in any of which cases the Expenses of Indemnitee in such Proceeding shall be reimbursed or paid by the Company. The Company or any Affiliated Entity shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company by its stockholders or as to which Indemnitee’s legal counsel shall have made the conclusion set forth in clause (iib) of the preceding sentence of this Section 78.

Defense of Claim. If With respect to any Proceeding asserted or commenced against to which Indemnitee is also asserted or commenced against shall have requested indemnification in accordance with Section 6.01: (a) The Company will be entitled to participate in the Company or an Affiliated Entitydefense at its own expense. (b) Except as otherwise provided below, the Company or the Affiliated Entity shall jointly with any other indemnifying party will be entitled, except as otherwise provided herein below, entitled to assume the defense thereofwith counsel reasonably satisfactory to Indemnitee. After notice from the Company or any Affiliated Entity to the Indemnitee of its election to assume the defense of a suit, the Company will not be liable to the Indemnitee under this Agreement for any such Proceeding, 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 shall have the right to employ Indemnitee’s his own counsel in such Proceeding, Proceeding but the Expenses fees and expenses of such counsel incurred after notice from the Company or any Affiliated Entity to Indemnitee of its assumption of the defense thereof shall be at the expense of the Indemnitee and the Company shall not be obligated to Indemnitee under this Agreement for any Expenses subsequently incurred by Indemnitee in connection therewith other than reasonable costs of investigation and reasonable travel and lodging expenses arising out of Indemnitee’s participation in the defense of such Proceeding, unless unless: (i) otherwise notified the employment of counsel by the Indemnitee has been authorized by the Company, ; (ii) Indemnitee’s counsel the Indemnitee shall have concluded reasonably concluded and so notified the Company that there is may be a conflict of interest between the Company or any Affiliated Entity and the Indemnitee in the conduct of the defense of such Proceeding, action and such conclusion is confirmed in writing by the Company's outside legal counsel regularly employed by it in connection with corporate matters; or (iii) the Company or any Affiliated Entity shall not in fact have employed counsel to assume the defense of such Proceeding, in any each of which cases the Expenses fees and expenses of Indemnitee in such Proceeding counsel shall be reimbursed or paid by at the expense of the Company. The Company or any Affiliated Entity shall be entitled to participate in, but shall not be entitled to assume the defense of any Proceeding brought by or on behalf in the right of the Company by its stockholders or as to which Indemnitee’s counsel the Indemnitee shall have made the conclusion set forth provided for in clause (ii) above and such conclusion shall have been so confirmed by the Company's said outside counsel. (c) Notwithstanding any provision of this Agreement to the contrary, the Company shall not be liable to indemnify the Indemnitee under this Article for any amounts paid in settlement of any Proceeding or claim effected without its written consent. The Company shall not settle any Proceeding or claim in any manner which would impose any penalty, limitation or disqualification of the preceding sentence of this Section 7Indemnitee for any purpose without the Indemnitee's written consent. Neither the Company nor the Indemnitee will unreasonably withhold their consent to any proposed settlement.

Defense of Claim. If any Proceeding Action asserted or commenced against Indemnitee is also asserted or commenced against the Company or an Affiliated EntityCorporation, the Company or the Affiliated Entity Corporation shall be entitledentitled to participate therein at its own expense and, except as otherwise provided herein below, to the extent that it may wish, the Corporation shall be entitled to assume the defense thereof. After notice from the Company or any Affiliated Entity Corporation to Indemnitee of its election to assume the defense of any such ProceedingAction, Indemnitee shall have the right to employ Indemnitee’s own counsel in such ProceedingAction, but the Expenses fees and expenses of such counsel incurred after notice from the Company or any Affiliated Entity Corporation to Indemnitee of its assumption of the defense thereof shall be at the expense of Indemnitee Indemnitee, and the Company Corporation shall not be obligated to Indemnitee under this Agreement for any Expenses expenses subsequently incurred by Indemnitee in connection therewith other than reasonable costs of investigation and reasonable travel and lodging expenses arising out of Indemnitee’s participation in the defense of such ProceedingAction, unless (i) otherwise notified authorized by the CompanyCorporation, (ii) Indemnitee’s counsel shall have reasonably concluded concluded, and so notified the Company Corporation, that there is may be a conflict of interest between the Company or any Affiliated Entity Corporation and Indemnitee in the conduct of the defense of such Proceeding, Action or (iii) the Company or any Affiliated Entity Corporation shall not in fact have employed counsel to assume the defense of such ProceedingAction, in any of which cases the Expenses of Indemnitee in such Proceeding Action shall be reimbursed or paid advanced by the CompanyCorporation to the extent required under this Agreement. The Company or any Affiliated Entity Corporation shall not be entitled to assume the defense of any Proceeding Action brought by or on behalf of the Company Corporation by its stockholders shareholders or as to which Indemnitee’s counsel shall have made the conclusion set forth in clause (ii) of the preceding sentence of this Section 711.

Defense of Claim. If With respect to any Proceeding asserted or commenced against to which Indemnitee is also asserted or commenced against shall have requested indemnification in accordance with Section 6.01: (a) The Company will be entitled to participate in the Company or an Affiliated Entitydefense at its own expense. (b) Except as otherwise provided below, the Company or the Affiliated Entity shall jointly with any other indemnifying party will be entitled, except as otherwise provided herein below, entitled to assume the defense thereofwith counsel reasonably satisfactory to Indemnitee. After notice from assumption by the Company or any Affiliated Entity to Indemnitee of its election to assume the defense of a suit, the Company will not be liable to Indemnitee under this Article for any such Proceeding, legal or other expenses subsequently incurred by Indemnitee in connection with the defense of the Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ Indemnitee’s his own counsel in such Proceeding, Proceeding but the Expenses of fees and expenses such counsel incurred after notice from assumption by the Company or any Affiliated Entity to Indemnitee of its assumption of the defense thereof shall be at the expense of Indemnitee and the Company shall not be obligated to Indemnitee under this Agreement for any Expenses subsequently incurred by Indemnitee in connection therewith other than reasonable costs of investigation and reasonable travel and lodging expenses arising out of Indemnitee’s participation in the defense of such Proceeding, unless (i) otherwise notified the employment of counsel by the Indemnitee has been authorized in writing by the Company, (ii) Indemnitee’s counsel the Indemnitee shall have concluded reasonably concluded and so notified the Company that there is may be a conflict of interest between the Company or any Affiliated Entity and the Indemnitee in the conduct of the defense of such Proceedingaction and such conclusion has been confirmed in writing by Independent Counsel, or (iii) the Company or any Affiliated Entity shall not in fact have employed counsel to assume the defense of such Proceeding, in any of which cases the Expenses of Indemnitee in such Proceeding shall be reimbursed or paid by the Company. The Company or any Affiliated Entity shall not be entitled to assume the defense of Indemnitee in any Proceeding brought by or on behalf in the right of the Company by its stockholders or as to which Indemnitee’s counsel the Indemnitee shall have made the conclusion set forth provided for in clause (ii) above and such conclusion shall have been so confirmed by the Company’s said outside counsel. (c) Notwithstanding any provision of this Article to the contrary, the Company shall not be liable to indemnify the Indemnitee under this Article for any amounts paid in settlement of any Proceeding or claim effected without its written consent, which shall not unreasonably be withheld or delayed. The Company shall not settle any Proceeding or claim in any manner which would impose any penalty, limitation, or disqualification of the preceding sentence Indemnitee for any purpose or would materially harm the reputation of this Section 7the Indemnitee without the Indemnitee’s written consent. Neither the Company nor the Indemnitee will unreasonably withhold their consent to any proposed settlement.

Defense of Claim. If With respect to any such Proceeding asserted or commenced against as to which Indemnitee is also asserted or commenced against notifies the Company or an Affiliated Entityof the commencement thereof: (i) The Company may participate therein at its own expense; (ii) The Company, the Company or the Affiliated Entity shall be entitledjointly with any other indemnifying party similarly notified, except as otherwise provided herein below, to may assume the defense thereof, with counsel satisfactory to Indemnitee. After notice from the Company or any Affiliated Entity to Indemnitee of its election to assume the defense of any such Proceedingthereof, Indemnitee shall have the right to employ Indemnitee’s own counsel in such Proceeding, but the Expenses of such counsel incurred after notice from the Company or any Affiliated Entity to Indemnitee of its assumption of the defense thereof shall be at the expense of Indemnitee and the Company shall not be obligated liable to Indemnitee under this Agreement for any Expenses legal or other expenses (other than reasonable costs of investigation) subsequently incurred by Indemnitee in connection therewith other than reasonable costs of investigation and reasonable travel and lodging expenses arising out of Indemnitee’s participation in with the defense of such Proceeding, thereof unless (i) otherwise notified the employment of counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee’s counsel Indemnitee shall have reasonably concluded and so notified the Company that there is may be a conflict of interest between the Company or any Affiliated Entity and Indemnitee in the conduct of the defense of such Proceedingaction, or (iii) the Company or any Affiliated Entity shall not in fact have employed counsel to assume the defense of such Proceedingaction, in any each of which cases the Expenses fees and expenses of Indemnitee in such Proceeding counsel shall be reimbursed or paid by at the expense of the Company. The Company or any Affiliated Entity shall not be entitled to assume the defense of any Proceeding action, suit or proceeding brought by or on behalf of the Company by its stockholders or as to which Indemnitee’s counsel Indemnitee shall have made the conclusion set forth provided for in clause (ii) above; (iii) The Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its written consent; (iv) The Company shall not settle any action or claim in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent; and (v) Neither the preceding sentence of this Section 7Company nor Indemnitee will unreasonably withhold its, his or her consent to any proposed settlement.

Defense of Claim. If With respect to any such Proceeding asserted as to which Indemnitee notifies the Bank of the commencement thereof or commenced against Indemnitee is also asserted or commenced against the Company or an Affiliated Entityotherwise seeks indemnification hereunder: (a) The Bank may participate at its own expense in such Proceeding; (b) The Bank, the Company or the Affiliated Entity shall be entitledjointly with any other indemnifying party similarly notified, except as otherwise provided herein below, to may assume the defense thereofof the Proceeding with counsel reasonably satisfactory to Indemnitee. After notice from the Company or any Affiliated Entity Bank to Indemnitee of its election to assume the defense of any such Proceedingdefense, Indemnitee shall have the right to employ Indemnitee’s own counsel in such Proceeding, but the Expenses of such counsel incurred after notice from the Company or any Affiliated Entity to Indemnitee of its assumption of the defense thereof shall be at the expense of Indemnitee and the Company Bank shall not be obligated liable to Indemnitee under this Agreement or otherwise for any legal or other Expenses of counsel (other than reasonable costs of investigation) subsequently incurred by Indemnitee in connection therewith other than reasonable costs of investigation and reasonable travel and lodging expenses arising out of Indemnitee’s participation in with the defense of such Proceeding, unless (i) otherwise notified the employment of counsel by Indemnitee has been authorized in advance by the CompanyBank in writing, (ii) Indemnitee’s counsel Indemnitee shall have reasonably concluded and so notified the Company that there is may be a conflict of interest between the Company or any Affiliated Entity Bank and Indemnitee in the conduct of the defense of such Proceedingaction and notified the Bank in writing to that effect in advance of the expense, or (iii) the Company or any Affiliated Entity Bank shall not in fact have employed counsel to assume the defense of such Proceedingaction, or (iv) the Bank is not financially or legally able to perform its indemnification obligations, in any each of which cases the Expenses fees and expenses of Indemnitee in such Proceeding counsel shall be reimbursed or paid by at the Companyexpense of the Bank. The Company or any Affiliated Entity Bank shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company by its stockholders Bank or as to which Indemnitee’s counsel Indemnitee shall have made the conclusion set forth provided for in clause (ii) of or (iv) above; (c) The Bank shall not settle any action or claim in any manner which would impose any penalty or limitation on Indemnitee that would not be an Indemnifiable Loss hereunder for which indemnification would be provided by the preceding sentence of this Section 7Bank without Indemnitee’s written consent.

Defense of Claim. If With respect to any Proceeding asserted or commenced against as to which Indemnitee is also asserted or commenced against has provided notice to the Company or an Affiliated Entitypursuant to Section 1(f)(i): a. The Company may participate therein at its own expense. b. The Company (jointly with any other indemnifying party similarly notified, the Company or the Affiliated Entity shall be entitled, except as otherwise provided herein below, to if any) may assume the defense thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Company or any Affiliated Entity to Indemnitee of its election to so assume the defense of any such Proceedingthereof, Indemnitee shall have the right to employ Indemnitee’s own counsel in such Proceeding, but the Expenses of such counsel incurred after notice from the Company or any Affiliated Entity to Indemnitee of its assumption of the defense thereof shall be at the expense of Indemnitee and the Company shall not be obligated liable to Indemnitee under this Agreement for any Expenses legal fees or other expenses (other than reasonable costs of investigation) subsequently incurred by Indemnitee in connection therewith other than reasonable costs of investigation and reasonable travel and lodging expenses arising out of Indemnitee’s participation in with the defense of such Proceeding, thereof unless (i) otherwise notified the employment of counsel by Indemnitee or the incurring of such expenses has been authorized by the Company, (ii) Indemnitee’s counsel Indemnitee shall have reasonably concluded and so notified the Company that there is a reasonable possibility that a conflict of interest could arise between the Company or any Affiliated Entity and Indemnitee in the conduct of the defense of such Proceeding, which conflict of interest shall be conclusively presumed to exist upon Indemnitee’s delivery to the Company of a written certification of such conclusion, or (iii) the Company or any Affiliated Entity shall not in fact have employed counsel to assume the defense of such Proceeding, in any each of which cases the Expenses legal fees and other expenses of Indemnitee in such Proceeding shall be reimbursed or paid by at the expense of the Company. The Company or any Affiliated Entity shall not be entitled to assume the defense of any a Proceeding brought by or on behalf of the Company by its stockholders or as to which Indemnitee’s counsel Indemnitee shall have made reached the conclusion set forth described in clause (ii) above. c. The Company shall not be liable for any amounts paid in settlement of any Proceeding effected without its written consent. d. The Company shall not settle any Proceeding in any manner that would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent. e. Neither the preceding sentence Company nor Indemnitee will unreasonably withhold its or his or her consent to any proposed settlement of this Section 7any Proceeding.

Defense of Claim. If With respect to any such Proceeding asserted as to which Indemnitee notifies the Bank of the commencement thereof or commenced against Indemnitee is also asserted or commenced against the Company or an Affiliated Entityotherwise seeks indemnification hereunder: (a) The Bank may participate at its own expense in such Proceeding; (b) The Bank, the Company or the Affiliated Entity shall be entitledjointly with any other indemnifying party similarly notified, except as otherwise provided herein below, to may assume the defense thereofof the Proceeding with counsel reasonably satisfactory to Indemnitee. After notice from the Company or any Affiliated Entity Bank to Indemnitee of its election to assume the defense of any such Proceedingdefense, Indemnitee shall have the right to employ Indemnitee’s own counsel in such Proceeding, but the Expenses of such counsel incurred after notice from the Company or any Affiliated Entity to Indemnitee of its assumption of the defense thereof shall be at the expense of Indemnitee and the Company Bank shall not be obligated liable to Indemnitee under this Agreement or otherwise for any Expenses legal or other expenses of counsel (other than reasonable costs of investigation) subsequently incurred by Indemnitee in connection therewith other than reasonable costs of investigation and reasonable travel and lodging expenses arising out of Indemnitee’s participation in with the defense of such Proceeding, unless (i) otherwise notified the employment of counsel by Indemnitee has been authorized in advance by the CompanyBank in writing, (ii) Indemnitee’s counsel Indemnitee shall have reasonably concluded and so notified the Company that there is may be a conflict of interest between the Company or any Affiliated Entity Bank and Indemnitee in the conduct of the defense of such Proceedingaction and notified the Bank in writing to that effect in advance of the expense, or (iii) the Company or any Affiliated Entity Bank shall not in fact have employed counsel to assume the defense of such Proceedingaction, or (iv) the Bank is not financially or legally able to perform its indemnification obligations, in any each of which cases the Expenses fees and expenses of Indemnitee in such Proceeding counsel shall be reimbursed or paid by at the Companyexpense of the Bank. The Company or any Affiliated Entity Bank shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company by its stockholders Bank or as to which Indemnitee’s counsel Indemnitee shall have made the conclusion set forth provided for in clause (ii) of or (iv) above; (c) The Bank shall not settle any action or claim in any manner which would impose any penalty or limitation on Indemnitee that would not be an Indemnifiable Loss hereunder for which indemnification would be provided by the preceding sentence of this Section 7Bank without Indemnitee’s written consent.

Defense of Claim. If The Company shall be entitled to participate in the defense of any Proceeding asserted relating to an Indemnifiable Claim or commenced against Indemnitee is also asserted or commenced against the Company or an Affiliated Entity, the Company or the Affiliated Entity shall be entitled, except as otherwise provided herein below, to assume the defense thereof. After notice from ; provided that if (i) the Indemnitee reasonably determines that the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict of interest, (ii) the named parties in any Affiliated Entity such Proceeding (including any impleaded parties) include both the Company and Indemnitee and Indemnitee reasonably concludes that there may be one or more legal defenses available to such Indemnitee that are different from or in addition to those available to the Company, or (iii) any such representation by such counsel would be precluded under the applicable standards of its election professional conduct then prevailing, then Indemnitee shall be entitled to assume the defense retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any such particular Proceeding, Indemnitee shall have the right to employ Indemnitee’s own counsel in such Proceeding, but the Expenses of such counsel incurred after notice from the Company or any Affiliated Entity to Indemnitee of its assumption of the defense thereof shall be ) at the expense of Indemnitee and the Company’s expense. The Company shall not be obligated liable to the Indemnitee under this Agreement for any Expenses subsequently incurred by Indemnitee amounts paid in connection therewith other than reasonable costs settlement of investigation and reasonable travel and lodging expenses arising out any Proceeding relating to an Indemnifiable Claim effected without the Company’s prior written consent. The Company shall not, without the prior written consent of Indemnitee’s participation in , effect any settlement of any Proceeding relating to an Indemnifiable Claim which Indemnitee is or could have been a party unless such settlement solely involves the defense payment of money and includes a complete and unconditional release of Indemnitee from all liability on all claims that are the subject matter of such Proceeding, unless (i) otherwise notified by the Company, (ii) which release shall be in form and substance reasonably satisfactory to Indemnitee’s counsel shall have reasonably concluded and so notified . Neither the Company nor Indemnitee shall unreasonably withhold its consent to any proposed settlement; provided that there is Indemnitee may withhold consent to any settlement that does not provide a conflict complete and unconditional release of interest between the Company or any Affiliated Entity and Indemnitee in the conduct of defense of such Proceeding, or (iii) the Company or any Affiliated Entity shall not in fact have employed counsel to assume the defense of such Proceeding, in any of which cases the Expenses of Indemnitee in such Proceeding shall be reimbursed or paid by the CompanyIndemnitee. The Company agrees to stipulate in any court or before any Affiliated Entity shall not be entitled to assume the defense of any Proceeding brought by or on behalf of arbitrator that the Company is bound by its stockholders or as to which Indemnitee’s counsel shall have made all the conclusion set forth in clause (ii) of the preceding sentence provisions of this Section 7Agreement and is precluded from making any assertions to the contrary.

Defense of Claim. If With respect to any such Proceeding asserted or commenced against as to which Indemnitee is also asserted or commenced against notifies RoomSystems and the Company or an Affiliated Entity, of the commencement thereof: (a) RoomSystems and the Company may participate therein at their own expense; (b) RoomSystems and/or the Company may assume the defense thereof, with counsel satisfactory to Indemnitee. After notice from RoomSystems or the Affiliated Entity shall be entitled, except as otherwise provided herein below, Company to Indemnitee of its/their election so to assume the defense thereof. After notice from the Company or any Affiliated Entity to Indemnitee of its election to assume the defense of any such Proceeding, Indemnitee shall have the right to employ Indemnitee’s own counsel in such Proceeding, but the Expenses of such counsel incurred after notice from the Company or any Affiliated Entity to Indemnitee of its assumption of the defense thereof shall be at the expense of Indemnitee and neither RoomSystems nor the Company shall not be obligated liable to Indemnitee under this Agreement for any Expenses legal or other expenses (other than reasonable costs of investigation) subsequently incurred by Indemnitee in connection therewith other than reasonable costs of investigation and reasonable travel and lodging expenses arising out of Indemnitee’s participation in with the defense of such Proceeding, thereof unless (i) otherwise notified the employment of counsel by Indemnitee has been authorized by RoomSystems or the Company, (ii) Indemnitee’s counsel Indemnitee shall have reasonably concluded and so notified the Company that there is may be a conflict of interest between RoomSystems and/or the Company (or any Affiliated Entity other person or persons included in the joint defense) and Indemnitee in the conduct of the defense of such Proceedingaction, or (iii) neither RoomSystems nor the Company or any Affiliated Entity shall not have, in fact have fact, employed counsel to assume the defense of such Proceedingaction, in any each of which cases the Expenses fees and expenses of Indemnitee in such Proceeding counsel shall be reimbursed or paid by at RoomSystems' and the Company's expense, or (iv) either RoomSystems or the Company is not financially or legally able to perform its indemnification obligations. The Neither RoomSystems nor the Company or any Affiliated Entity shall not be entitled to assume the defense of any Proceeding proceeding brought by or on behalf of RoomSystems and/or the Company by its stockholders or as to which Indemnitee’s counsel Indemnitee shall have reasonably made the conclusion set forth provided for in clause (ii) or (iv) above; (c) Neither RoomSystems nor the Company shall be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without RoomSystems' and the preceding sentence of this Section 7Company's written consent; (d) Neither RoomSystems nor the Company shall settle any action or claim in any manner that would impose any penalty or limitation on Indemnitee without Indemnitee's written consent; and (e) Neither RoomSystems, the Company nor Indemnitee will unreasonably withhold its or his consent to any proposed settlement.

Defense of Claim. If With respect to any Proceeding asserted (other than a Proceeding brought by or commenced against in the right of the Company) as to which Indemnitee is also asserted or commenced against notifies the Company or an Affiliated Entityof the commencement thereof: (a) The Company may participate therein at its own expense; (b) The Company, the Company or the Affiliated Entity shall be entitledjointly with any other indemnifying party similarly notified, except as otherwise provided herein below, to may assume the defense thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Company or any Affiliated Entity to Indemnitee of its election to assume the defense of any such Proceedingthereof, Indemnitee shall have the right to employ Indemnitee’s own counsel in such Proceeding, but the Expenses of such counsel incurred after notice from the Company or any Affiliated Entity to Indemnitee of its assumption of the defense thereof shall be at the expense of Indemnitee and the Company shall not be obligated liable to Indemnitee under this Agreement for any Expenses subsequently incurred by Indemnitee in connection therewith other than reasonable costs of investigation and reasonable travel and lodging expenses arising out of Indemnitee’s participation in with the defense of such Proceeding, thereof unless (i) otherwise notified the employment of counsel by Indemnitee or the incurrence of any other Expense has been authorized by the Company, (ii) Indemnitee’s counsel Indemnitee shall have reasonably concluded and so notified the Company that there is may be a conflict of interest between the Company (or any Affiliated Entity other person or persons included in the joint defense) and Indemnitee in the conduct of the defense of such Proceeding, or (iii) the Company or any Affiliated Entity shall not not, in fact fact, have employed counsel to assume the defense of such Proceeding, in any of which cases the Expenses of Indemnitee in such Proceeding shall be reimbursed or paid by the Company. ; (c) The Company or any Affiliated Entity shall not be entitled liable to assume the defense of Indemnitee under this Agreement for any amounts paid in settlement in any Proceeding brought by effected without its written consent; (d) The Company shall not settle any Proceeding in any manner that would impose any penalty or limitation on behalf of Indemnitee without Indemnitee’s written consent; and (e) Neither the Company by nor Indemnitee shall unreasonably withhold its stockholders or as consent to which any proposed settlement; provided, however, that Indemnitee may withhold consent to any settlement that does not provide a complete release of Indemnitee’s counsel shall have made the conclusion set forth in clause (ii) of the preceding sentence of this Section 7.

Defense of Claim. If With respect to any Proceeding asserted or commenced against Indemnitee is also asserted or commenced against of which the Company or an Affiliated Entityhas received a timely Notice, the Company or may participate in the Affiliated Entity shall be entitled, except as otherwise provided herein below, to Proceeding at its own expense and assume the defense thereofof the Proceeding with counsel reasonably satisfactory to Indemnitee. After notice from The election by the Company or any Affiliated Entity to Indemnitee of its election to assume the defense of any such Proceedinga Proceeding will not preclude Indemnitee from employing separate counsel, Indemnitee shall have the right to employ Indemnitee’s own counsel but in such Proceeding, but the Expenses of such counsel incurred after notice from event the Company or any Affiliated Entity to Indemnitee of its assumption of the defense thereof shall be at the expense of Indemnitee and the Company shall will not be obligated liable to Indemnitee under this Agreement for any Expenses legal or related costs or expenses subsequently incurred by Indemnitee in connection therewith other than reasonable costs of investigation and reasonable travel and lodging expenses arising out of Indemnitee’s participation in with the defense of such Proceeding, Proceeding unless (ia) otherwise notified the Company specifically authorizes the employment of counsel by the CompanyIndemnitee, (iib) Indemnitee’s counsel shall have Indemnitee reasonably concluded and so notified the Company concludes that there is might be a conflict of interest between the Company or any Affiliated Entity and Indemnitee in the conduct of defense of such the Proceeding, or (iiic) the Company or any Affiliated Entity shall does not in fact have employed timely engage counsel to assume defend the defense of such Proceeding, in any of which cases the Expenses of Indemnitee in such Proceeding shall case Indemnitee's legal costs or expenses will be reimbursed or paid by at the Company. The 's expense so long as Indemnitee's counsel is reasonably satisfactory to the Company or any Affiliated Entity shall not be entitled to assume and meets the defense requirements of any Proceeding brought by or on behalf of the Company by its stockholders or as to which Indemnitee’s counsel shall have applicable D&O Policy. If Indemnitee has made the conclusion set forth in clause (ii) Section 4(b), the Company may not assume the defense of the preceding sentence Proceeding, but Indemnitee's counsel must be reasonably satisfactory to the Company and meet the requirements of this Section 7any applicable D&O Policy.

Defense of Claim. If any Proceeding asserted or commenced against Indemnitee is also asserted or commenced against the Company or an Affiliated EntityAn Indemnitor, the Company or the Affiliated Entity at such Indemnitor's own ---------------- expense and through counsel chosen by such Indemnitor (which counsel shall be entitledreasonably acceptable to the Indemnitee), except as otherwise provided herein belowmay, but shall have no obligation to, elect to assume defend any claim. If an Indemnitor elects to defend a claim, then, within ten (10) business days after receiving notice of such claim (or sooner, if the nature of such claim so requires), such Indemnitor shall notify the Indemnitee of its intent to do so, and such Indemnitee shall cooperate in the defense thereofof such claim (and pending such notice and assumption of defense, an Indemnitee may take such steps to defend against such claim as, in such Indemnitee's good faith judgment, are appropriate to protect its interests). Such Indemnitor shall pay such Indemnitee's reasonable out-of-pocket expenses incurred in connection with such cooperation. Such Indemnitor shall keep the Indemnitee reasonably informed as to the status of the defense of such claim. After notice from the Company or any Affiliated Entity an Indemnitor to an Indemnitee of its election to assume the defense of a claim, such Indemnitor shall not be liable to such Indemnitee for any legal or other expenses subsequently incurred by such ProceedingIndemnitee in connection with the defense thereof other than those expenses referred to in the preceding sentence; provided, however, that such Indemnitee shall have the right -------- ------- to employ one law firm as counsel, together with a separate local law firm in each applicable jurisdiction (if necessary) ("Separate Counsel"), to represent ---------------- such Indemnitee in any action or group of related actions (which firm or firms shall be reasonably acceptable to the Indemnitor) if, in such Indemnitee's reasonable judgment at any time, either a conflict of interest between such Indemnitee and such Indemnitor exists in respect of such claim, or there may be defenses available to such Indemnitee which are different from or in addition to those available to such Indemnitor and the representation of both parties by the same counsel would be inappropriate, and in that event: (a) the reasonable fees and expenses of such Separate Counsel shall be paid by such Indemnitor (it being understood, however, that the Indemnitor shall not be liable for the expenses of more than one Separate Counsel (excluding local counsel) with respect to any claim (even if against multiple Indemnitees)); and (b) each of such Indemnitor and such Indemnitee shall have the right to employ Indemnitee’s conduct its own counsel defense in such Proceeding, but the Expenses respect of such counsel incurred after notice from the Company claim. If any Indemnitor elects not to defend against a claim, or any Affiliated Entity fails to notify an Indemnitee of its assumption election as provided in this Section 14.2 within the period of ten (10) business days described above, the Indemnitee may defend, compromise and settle such claim and shall be entitled to indemnification hereunder (to the extent permitted by this Agreement). Notwithstanding the foregoing, the Indemnitor shall not, without the prior written consent of the defense thereof shall be at the expense of Indemnitee and the Company (which consent shall not be obligated unreasonably withheld, conditioned or delayed), settle or compromise any claim or consent to Indemnitee under this Agreement for the entry of any Expenses subsequently incurred by Indemnitee in connection therewith other than reasonable costs of investigation and reasonable travel and lodging expenses arising out of Indemnitee’s participation in the defense of such Proceeding, judgment unless (ix) otherwise notified there is no finding or admission of any violation of law or any violation of the rights of any person and no effect on any other claims that may be made against the Indemnitee and (y) the sole relief provided is monetary damages that are paid in full by the Company, (ii) Indemnitee’s counsel shall have reasonably concluded and so notified the Company that there is a conflict of interest between the Company or any Affiliated Entity and Indemnitee in the conduct of defense of such Proceeding, or (iii) the Company or any Affiliated Entity shall not in fact have employed counsel to assume the defense of such Proceeding, in any of which cases the Expenses of Indemnitee in such Proceeding shall be reimbursed or paid by the Company. The Company or any Affiliated Entity shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company by its stockholders or as to which Indemnitee’s counsel shall have made the conclusion set forth in clause (ii) of the preceding sentence of this Section 7Indemnitor.

Defense of Claim. If (a) Except as otherwise provided below, in the case of any Proceeding asserted action, suit, proceeding or commenced against Indemnitee is also asserted or appeal commenced against the Company or an Affiliated EntityIndemnitee, the Company or the Affiliated Entity shall be entitledentitled to participate therein at its own expense and, except as otherwise provided herein belowto the extent that it may wish, to assume the defense thereof. If the Company wishes to assume the defense of any action, suit, proceeding or appeal hereunder, the Company must give written notice to the Indemnitee of such assumption of defense and of its choice of counsel. Such choice of counsel must be approved in writing by the Indemnitee in his sole discretion, which will not be unreasonably withheld, before the Company's assumption of defense hereunder may proceed. After notice from the Company or any Affiliated Entity to Indemnitee Indenmitee of its election to assume the defense of any action, suit, proceeding or appeal and the Indemmitee's approval of the Company's choice of counsel, the Company shall not be obligated to the Indemnitee under this Agreement for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof other than reasonable costs of investigation, travel and lodging expenses arising out of the Indemnitee's participation in such Proceedingaction, suit, proceeding or appeal, except as otherwise provided herein. The Indemnitee shall have the right to employ the Indemnitee’s 's own counsel in such Proceedingaction, suit, proceeding or appeal, but the Expenses fees and expenses of such counsel incurred after notice from the Company or any Affiliated Entity to the Indemnitee of its assumption of the defense thereof shall be at a the Indemnitee's expense of Indemnitee and the Company shall not be obligated to Indemnitee under this Agreement for any Expenses subsequently incurred by Indemnitee in connection therewith other than reasonable costs of investigation and reasonable travel and lodging expenses arising out of Indemnitee’s participation in the defense of such Proceeding, unless (i) otherwise notified unless the employment of such counsel has been requested by the Indemnitee and authorized in writing by the Company, or (ii) Indemnitee’s counsel shall have reasonably concluded and so notified unless the Company that there is a conflict of interest between the Company or any Affiliated Entity and Indemnitee in the conduct of defense of such Proceeding, or (iii) the Company or any Affiliated Entity shall not in fact have employed counsel to assume the defense of such Proceedingaction, suit, proceeding or appeal, in any which case the reasonable fees and expenses of which cases the Expenses Indemnitee's counsel shall be at the expense of the Company, or (iii) unless counsel for the Indemnitee shall have provided a written opinion to Company in accordance with applicable standards of professional conduct that there may be a conflict of interest between the Company and the Indemnitee in such Proceeding shall be reimbursed or paid by the Company. The Company or any Affiliated Entity shall not be entitled to assume the defense of such action, suit, proceeding or appeal; and (iv) except for reasonable costs and expenses for counsel for Indemnitee to monitor proceedings (provided, however, that such counsel for will not appear as counsel of record in any Proceeding brought by such proceeding). (b) In the event that counsel for the Indemnitee concludes that there may be a conflict of interest between the Company and the Indemnitee in the defense of an action, suit, proceeding or appeal, (i) the Company shall not have the right to assume and direct the defense of such action, suit, proceeding or appeal on behalf of the Company by its stockholders or as to which Indemnitee’s counsel shall have made the conclusion set forth in clause , and (ii) the Company shall indemnify the Indemnitee for all reasonable legal fees and other reasonable expenses, but the Company shall not be liable for any settlement or negotiated disposition of such action, suit, proceeding or appeal or any part thereof effected without the written consent of the preceding sentence of this Section 7Company, which shall not be unreasonably withheld.

Defense of Claim. If With respect to any such Proceeding asserted or commenced against as to which Indemnitee is also asserted or commenced against notifies the Company of the commencement thereof: (a) The Company may participate therein at its own expense; (b) The Company, by itself or an Affiliated Entityjointly with any other indemnifying party similarly notified, the Company or the Affiliated Entity shall be entitled, except as otherwise provided herein below, to may assume the defense thereof, with counsel satisfactory to Indemnitee. After notice from the Company or any Affiliated Entity to Indemnitee of its election to assume the defense of any such Proceedingthereof, Indemnitee shall have the right to employ Indemnitee’s own counsel in such Proceeding, but the Expenses of such counsel incurred after notice from the Company or any Affiliated Entity to Indemnitee of its assumption of the defense thereof shall be at the expense of Indemnitee and the Company shall not be obligated liable to Indemnitee under this Agreement for any Expenses legal or other expenses (other than reasonable costs of investigation) subsequently incurred by Indemnitee in connection therewith other than reasonable costs of investigation and reasonable travel and lodging expenses arising out of Indemnitee’s participation in with the defense of such Proceeding, thereof unless (i) otherwise notified the employment of counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee’s counsel Indemnitee shall have reasonably concluded and so notified the Company that there is may be a conflict of interest between the Company or any Affiliated Entity and Indemnitee in the conduct of the defense of such Proceedingaction, or (iii) the Company or any Affiliated Entity shall not in fact have employed counsel to assume the defense of such Proceedingaction, in any each of which cases the Expenses fees and expenses of Indemnitee in such Proceeding counsel shall be reimbursed or paid by at the expense of the Company. The Company or any Affiliated Entity shall not be entitled to assume the defense of any Proceeding action, suit or proceeding brought by or on behalf of the Company by its stockholders or as to which Indemnitee’s counsel Indemnitee shall have made the conclusion set forth provided for in clause (ii) above. For the avoidance of doubt, Ixxxxxxxxx shall not be required to utilize counsel selected by or representing the Company or any other Indemnitee without the express consent of Indemnitee, which consent may be withheld in his or her discretion; (c) The Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its written consent; (d) The Company shall not settle any action or claim in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent; and (e) Neither the Company nor Indemnitee will unreasonably withhold its, his or her consent to any proposed settlement. (f) To the fullest extent permitted by law, the Company’s assumption of the preceding sentence defense of a Proceeding pursuant to this Section 76 will constitute an irrevocable acknowledgement by the Company that any expenses incurred by or for the account of Indemnitee in connection therewith are indemnifiable by the Company hereunder.

Defense of Claim. If With respect to any such Proceeding asserted as to which Indemnitee notifies the Bank of the commencement thereof: (a) The Bank may participate therein at its own expense; (b) The Bank, by itself or commenced against Indemnitee is also asserted or commenced against the Company or an Affiliated Entityjointly with any other indemnifying party similarly notified, the Company or the Affiliated Entity shall be entitled, except as otherwise provided herein below, to assume max xssume the defense thereof, with counsel satisfactory to Indemnitee. After notice from the Company or any Affiliated Entity Bank to Indemnitee of its election to assume the defense of any such Proceedingthereof, Indemnitee shall have the right to employ Indemnitee’s own counsel in such Proceeding, but the Expenses of such counsel incurred after notice from the Company or any Affiliated Entity to Indemnitee of its assumption of the defense thereof shall be at the expense of Indemnitee and the Company Bank shall not be obligated liable to Indemnitee under this Agreement for any Expenses legal or other expenses (other than reasonable costs of investigation) subsequently incurred by Indemnitee in connection therewith other than reasonable costs of investigation and reasonable travel and lodging expenses arising out of Indemnitee’s participation in with the defense of such Proceeding, thereof unless (i) otherwise notified the employment of counsel by Inxxxxxxxx xas been authorized by the CompanyBank, (ii) Indemnitee’s counsel Indemnitee shall have reasonably concluded and so notified the Company that there is may be a conflict of interest between the Company or any Affiliated Entity Bank and Indemnitee in the conduct of the defense of such Proceedingaction, or (iii) the Company or any Affiliated Entity Bank shall not in fact have employed counsel to assume the defense of such Proceedingaction, in any each of which cases the Expenses fees and expenses of Indemnitee in such Proceeding counsel shall be reimbursed or paid by at the Companyexpense of the Bank. The Company or any Affiliated Entity Bank shall not be entitled to assume the defense of any Proceeding action, suit or proceeding brought by or on behalf of the Company by its stockholders Bank or as to which Indemnitee’s counsel Indemnitee shall have made the conclusion set forth provided for in clause (ii) above. For the avoidance of doubt, Inxxxxxxxx xhall not be required to utilize counsel selected by or representing the Bank or any other Indemnitee without the express consent of Indemnitee, which consent may be withheld in his or her discretion; (c) The Bank shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its written consent; (d) The Bank shall not settle any action or claim in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent; and (e) Neither the Bank nor Indemnitee will unreasonably withhold its, his or her consent to any proposed settlement. (f) To the fullest extent permitted by law, the Bank’s assumption of the preceding sentence defense of a Proceeding pursuant to this Section 76 will constitute an irrevocable acknowledgement by the Bank that any expenses incurred by or for the account of Indemnitee in connection therewith are indemnifiable by the Bank hereunder.

Defense of Claim. If (a) Except as otherwise provided below, in the case of any Proceeding asserted or commenced against Indemnitee is also asserted or commenced against the Company or an Affiliated EntityIndemnitee, the Company or the Affiliated Entity shall be entitledentitled to participate therein at its own expense and, except as otherwise provided herein belowto the extent that it may wish, to assume the defense thereof. If the Company wishes to assume the defense of any Proceeding hereunder, the Company must give written notice to the Indemnitee of such assumption of defense and of its choice of counsel. Such choice of counsel must be approved in writing by the Indemnitee in his or her sole discretion, which will not be unreasonably withheld nor delayed, before the Company’s assumption of defense hereunder may proceed. After notice from the Company or any Affiliated Entity to Indemnitee of its election to assume the defense of any Proceeding and the Indemnitee’s approval of the Company’s choice of counsel, the Company shall not be obligated to the Indemnitee under this Agreement for any Defense Expenses subsequently incurred by the Indemnitee in connection with the defense of the Proceeding, other than reasonable cost of investigation, travel and lodging Defense Expenses arising out of the Indemnitee’s participation in such Proceeding, or as otherwise provided herein. The Indemnitee shall have the right to employ employee Indemnitee’s own independent counsel in such Proceeding, Proceeding but the fees and Defense Expenses of such counsel incurred after notice from the Company or any Affiliated Entity to the Indemnitee of its assumption of the defense thereof of the Proceeding shall be at the expense of Indemnitee and the Company shall not be obligated to Indemnitee under this Agreement for any Expenses subsequently incurred by Indemnitee in connection therewith other than reasonable costs of investigation and reasonable travel and lodging expenses arising out of Indemnitee’s participation in the defense of such Proceeding, unless expense (i) otherwise notified unless the employment of such counsel has been requested by the Indemnitee and authorized in writing by the Company, or (ii) Indemnitee’s counsel shall have reasonably concluded and so notified unless the Company that there is a conflict of interest between the Company or any Affiliated Entity and Indemnitee in the conduct of defense of such Proceeding, or (iii) the Company or any Affiliated Entity shall company has not in fact have employed counsel to assume the defense of such Proceeding, in any of which cases case the reasonable fees and Defense Expenses of Indemnitee’s counsel shall be at the expense of the Company, or (iii) unless counsel for the Indemnitee has provided a written opinion to Company in accordance with applicable standards of professional conduct that there may be a conflict of interest between the Company and the Indemnitee in such Proceeding shall be reimbursed or paid by the Company. The Company or any Affiliated Entity shall not be entitled to assume the defense of any such Proceeding; and (iv) except for reasonable cost and Defense Expenses of counsel for Indemnitee to monitor the Proceeding brought by or (provided, however, that such counsel for Indemnitee will not appear as counsel of record in ay such Proceeding). (b) In the event that independent counsel for the indemnitee concludes that there may be a conflict of interest between the Company and the Indemnitee in the defense of a Proceeding, (i) the Company shall not have the right to assume and direct the defense of such Proceeding on behalf of the Company by its stockholders or as to which Indemnitee’s counsel shall have made the conclusion set forth in clause , and (ii) the Company shall indemnify the Indemnitee for all Defense Expenses, but the Company shall not be liable for any settlement or negotiated disposition of such Proceeding or any part thereof, effected without the written consent of the preceding sentence of this Section 7Company, which shall not be unreasonably withheld nor delayed.

Defense of Claim. If With respect to any such Proceeding asserted or commenced against as to which Indemnitee is also asserted or commenced against notifies the Company or an Affiliated Entityof the commencement thereof: (i) The Company may participate therein at its own expense; (ii) The Company, the Company or the Affiliated Entity shall be entitledjointly with any other indemnifying party similarly notified, except as otherwise provided herein below, to may assume the defense thereof, with counsel satisfactory to Indemnitee (Indemnitee's consent to such counsel may not be unreasonably withheld). After notice from the Company or any Affiliated Entity to Indemnitee of its election to assume the defense of any such Proceedingthereof, Indemnitee shall have the right to employ Indemnitee’s own counsel in such Proceeding, but the Expenses of such counsel incurred after notice from the Company or any Affiliated Entity to Indemnitee of its assumption of the defense thereof shall be at the expense of Indemnitee and the Company shall not be obligated liable to Indemnitee under this Agreement for any Expenses legal or other expenses subsequently incurred by Indemnitee in connection therewith other than reasonable costs of investigation and reasonable travel and lodging expenses arising out of Indemnitee’s participation in with the defense of such Proceeding, thereof unless (iA) otherwise notified the employment of counsel by Indemnitee has been authorized by the Company, (iiB) Indemnitee’s counsel Indemnitee shall have reasonably concluded and so notified the Company that there is may be a conflict of interest between the Company or any Affiliated Entity and Indemnitee in the conduct of the defense of such Proceedingaction, or (iiiC) the Company or any Affiliated Entity shall not in fact have employed counsel to assume the defense of such Proceedingaction, in any each of which cases the Expenses fees and expenses of Indemnitee in such Proceeding counsel shall be reimbursed or paid by at the expense of the Company. The Company or any Affiliated Entity shall not be entitled to assume the defense of any Proceeding action, suit or proceeding brought by or on behalf of the Company by its stockholders or as to which Indemnitee’s counsel Indemnitee shall have made the conclusion set forth provided for in clause 3(b)(ii)(B) above; (iiiii) The Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its written consent; (iv) The Company shall not settle any action or claim in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee's written consent; and (v) Neither the preceding sentence of this Section 7Company nor Indemnitee will unreasonably withhold its, his or her consent to any proposed settlement.

Defense of Claim. If a. Except as otherwise provided below, in the case of any Proceeding asserted action, suit, proceeding or commenced against Indemnitee is also asserted or appeal commenced against the Company or an Affiliated EntityIndemnitee, the Company or the Affiliated Entity shall be entitledentitled to participate therein at its own expense and, except as otherwise provided herein belowto the extent that it may wish, to assume the defense thereof. If the Company wishes to assume the defense of any action, suit, proceeding or appeal hereunder, the Company must give written notice to the Indemnitee of such assumption of defense and of its choice of counsel. Such choice of counsel must be approved in writing by the Indemnitee in his sole discretion, which will not be unreasonably withheld, before the Company's assumption of defense hereunder may proceed. After notice from the Company or any Affiliated Entity to Indemnitee of its election to assume the defense of any action, suit, proceeding or appeal and the Indemnitee's approval of the Company's choice of counsel, the Company shall not be obligated to the Indemnitee under this Agreement for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof other than reasonable costs of investigation, travel and lodging expenses arising out of the Indemnitee's participation in such Proceedingaction, suit, proceeding or appeal, except as otherwise provided herein. The Indemnitee shall have the right to employ the Indemnitee’s 's own counsel in such Proceedingaction, suit, proceeding or appeal, but the Expenses fees and expenses of such counsel incurred after notice from the Company or any Affiliated Entity to the Indemnitee of its assumption of the defense thereof shall be at a the Indemnitee's expense (i) unless the employment of such counsel has been requested by the Indemnitee and authorized in writing by the Company, or (ii) unless the Company shall not be obligated to Indemnitee under this Agreement for any Expenses subsequently incurred by Indemnitee in connection therewith other than reasonable costs of investigation and reasonable travel and lodging expenses arising out of Indemnitee’s participation in the defense of such Proceeding, unless (i) otherwise notified by the Company, (ii) Indemnitee’s counsel shall have reasonably concluded and so notified the Company that there is a conflict of interest between the Company or any Affiliated Entity and Indemnitee in the conduct of defense of such Proceeding, or (iii) the Company or any Affiliated Entity shall not in fact have employed counsel to assume the defense of such Proceedingaction, suit, proceeding or appeal, in any which case the reasonable fees and expenses of which cases the Expenses Indemnitee's counsel shall be at the expense of the Company, or (iii) unless counsel for the Indemnitee shall have concluded that there may be a conflict or interest between the Company and the Indemnitee in such Proceeding shall be reimbursed or paid by the Company. The Company or any Affiliated Entity shall not be entitled to assume the defense of such action, suit, proceeding or appeal; and (iv) except for reasonable costs and expenses for counsel for Indemnitee to monitor proceedings (provided, however, that such counsel for will not appear as counsel of record in any Proceeding brought by such proceeding). b. In the event that counsel for the Indemnitee concludes that there may be a conflict of interest between the Company and the Indemnitee in the defense of an action, suit, proceeding or appeal, (i) the Company shall not have the right to assume and direct the defense of such action, suit, proceeding or appeal on behalf of the Company by its stockholders or as to which Indemnitee’s counsel shall have made the conclusion set forth in clause , and (ii) the Company shall indemnify the Indemnitee for all reasonable legal fees and other reasonable expenses, but the Company shall not be liable for any settlement or negotiated disposition of such action, suit, proceeding or appeal or any part thereof effected without the written consent of the preceding sentence of this Section 7Company, which shall not be unreasonably withheld.

Defense of Claim. If With respect to any such Proceeding asserted or commenced against as to which Indemnitee is also asserted or commenced against notifies the Company or an Affiliated Entityof the commencement thereof: (i) The Company may participate therein at its own expense; (ii) The Company, the Company or the Affiliated Entity shall be entitledjointly with any other indemnifying party similarly notified, except as otherwise provided herein below, to may assume the defense thereof, with counsel satisfactory to Indemnitee. After notice from the Company or any Affiliated Entity to Indemnitee of its election so to assume the defense of any such Proceedingthereof, Indemnitee shall have the right to employ Indemnitee’s own counsel in such Proceeding, but the Expenses of such counsel incurred after notice from the Company or any Affiliated Entity to Indemnitee of its assumption of the defense thereof shall be at the expense of Indemnitee and the Company shall not be obligated liable to Indemnitee under this Agreement for any Expenses legal or other expenses (other than reasonable costs of investigation) subsequently incurred by Indemnitee in connection therewith other than reasonable costs of investigation and reasonable travel and lodging expenses arising out of Indemnitee’s participation in with the defense of such Proceeding, thereof unless (iA) otherwise notified the employment of counsel by Indemnitee has been authorized by the Company, (iiB) Indemnitee’s counsel Indemnitee shall have reasonably concluded and so notified the Company that there is may be a conflict of interest between the Company or any Affiliated Entity and Indemnitee in the conduct of the defense of such Proceedingaction, or (iiiC) the Company or any Affiliated Entity shall not in fact have employed counsel to assume the defense of such Proceedingaction, in any each of which cases the Expenses fees and expenses of Indemnitee in such Proceeding counsel shall be reimbursed or paid by at the expense of the Company. † DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION The Company or any Affiliated Entity shall not be entitled to assume the defense of any Proceeding action, suit or proceeding brought by or on behalf of the Company by its stockholders or as to which Indemnitee’s counsel Indemnitee shall have made the conclusion set forth provided for in clause (iiB) above; (iii) The Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its written consent; (iv) The Company shall not settle any action or claim in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent; and (v) Neither the preceding sentence of this Section 7Company nor Indemnitee will unreasonably withhold its, his or her consent to any proposed settlement.

Defense of Claim. If In the event that the Company shall be obligated under Section 5 hereof to pay the Expenses of any Proceeding asserted or commenced against Indemnitee is also asserted or commenced against the Company or an Affiliated Entity, the Company or the Affiliated Entity shall be entitled, except as otherwise provided herein below, to assume the defense thereof. After notice from and the Company or any Affiliated Entity other person entitled to Indemnitee of its election indemnification by the Company is a party to the Proceeding, the Company shall be entitled to assume the defense of any such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding; provided that (i) Indemnitee shall have the right to employ Indemnitee’s own his or her counsel in any such Proceeding, but Proceeding at Indemnitee's expense; and (ii) if (A) the Expenses employment of such counsel incurred after notice from the Company or any Affiliated Entity to Indemnitee of its assumption of the defense thereof shall be at the expense of Indemnitee and the Company shall not be obligated to Indemnitee under this Agreement for any Expenses subsequently incurred by Indemnitee in connection therewith other than reasonable costs of investigation and reasonable travel and lodging expenses arising out of Indemnitee’s participation in the defense of such Proceeding, unless (i) otherwise notified has been previously authorized by the Company, or (iiB) Indemnitee’s counsel Indemnitee shall have reasonably concluded and so notified the Company that there is may be a conflict of interest between the Company or any Affiliated Entity and the Indemnitee in the conduct of defense of such Proceedingdefense, or (iiiC) the Company or any Affiliated Entity shall not not, in fact fact, have employed counsel to assume the defense of such Proceeding, in then the fees and expenses of Indemnitee's counsel shall be at the expense of the Company. If the Company assumes the defense of any of which cases Proceeding, the Expenses of Company shall be obligated to defend all claims against Indemnitee in such Proceeding shall be reimbursed or paid by in good faith and in a manner consistent with the Company. The best interests of Indemnitee, and the Company or any Affiliated Entity shall not be entitled to assume the defense settle or compromise any claims on any basis or in any manner which would impose any liability, limitation or restriction of any Proceeding brought by or kind on behalf of the Company by its stockholders or as to which Indemnitee without Indemnitee’s counsel shall have made the conclusion set forth in clause (ii) of the preceding sentence of this Section 7's express written consent.

Defense of Claim. If With respect to any Proceeding asserted or commenced against as to which Indemnitee is also asserted or commenced against has provided notice to the Company or an Affiliated Entity, pursuant to Section 1.7: 4.1 The Company may participate therein at its own expense. 4.2 If the Company or the Affiliated Entity shall be entitledagrees, except as otherwise provided herein belowin writing, to hold the Indemnitee harmless with respect to the proceeding and is able to demonstrate, in Indemnitee's reasonable judgment, that it is financially capable of holding the Indemnitee harmless, then the Company, jointly with any other indemnifying party similarly notified, may assume the defense thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Company or any Affiliated Entity to Indemnitee of its election to so assume the defense of any such Proceedingthereof, Indemnitee shall have the right to employ Indemnitee’s own counsel in such Proceeding, but the Expenses of such counsel incurred after notice from the Company or any Affiliated Entity to Indemnitee of its assumption of the defense thereof shall be at the expense of Indemnitee and the Company shall not be obligated liable to Indemnitee under this Agreement for any Expenses legal fees or other expenses (other than reasonable costs of investigation) subsequently incurred by Indemnitee in connection therewith other than reasonable costs of investigation and reasonable travel and lodging expenses arising out of Indemnitee’s participation in with the defense thereof unless (a) the employment of counsel by Indemnitee or the incurring of such Proceeding, unless (i) otherwise notified expenses has been authorized by the Company, (iib) Indemnitee’s counsel Indemnitee shall have reasonably concluded and so notified the Company that there is or may be a conflict of interest between the Company or any Affiliated Entity and Indemnitee in the conduct of the defense of such Proceeding, or (iiic) the Company or any Affiliated Entity shall not in fact have employed counsel to assume the defense of such Proceeding, in any each of which cases the Expenses legal fees and other expenses of Indemnitee in such Proceeding shall be reimbursed or paid by at the expense of the Company. The Company or any Affiliated Entity shall not be entitled to assume the defense of any a Proceeding brought by or on behalf of the Company by its stockholders or as to which Indemnitee’s counsel Indemnitee shall have made reached the conclusion set forth described in clause (iib) above. 4.3 The Company shall not be liable for any amounts paid in settlement of the preceding sentence of this Section 7any Proceeding effected without its written consent, which consent shall not be unreasonably withheld. 4.4 The Company shall not settle any Proceeding in any manner which would impose any penalty, costs or Damages on Indemnitee without Indemnitee's written consent.

Defense of Claim. If With respect to any Proceeding asserted or commenced against as to which Indemnitee is also asserted or commenced against has provided notice to the Company or an Affiliated Entitypursuant to Section 1(f)(i): a. The Company may participate therein at its own expense. b. The Company (jointly with any other indemnifying party similarly notified, the Company or the Affiliated Entity shall be entitled, except as otherwise provided herein below, to if any) may assume the defense thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Company or any Affiliated Entity to Indemnitee of its election to so assume the defense of any such Proceedingthereof, Indemnitee shall have the right to employ Indemnitee’s own counsel in such Proceeding, but the Expenses of such counsel incurred after notice from the Company or any Affiliated Entity to Indemnitee of its assumption of the defense thereof shall be at the expense of Indemnitee and the Company shall not be obligated liable to Indemnitee under this Agreement for any Expenses legal fees or other expenses (other than reasonable costs of investigation) subsequently incurred by Indemnitee in connection therewith other than reasonable costs of investigation and reasonable travel and lodging expenses arising out of Indemnitee’s participation in with the defense of such Proceeding, thereof unless (i) otherwise notified the employment of counsel by Indemnitee or the incurring of such expenses has been authorized by the Company, (ii) Indemnitee’s counsel Indemnitee shall have reasonably concluded and so notified the Company that there is a reasonable possibility that a conflict of interest could arise between the Company or any Affiliated Entity and Indemnitee in the conduct of the defense of such Proceeding, which conflict of interest shall be conclusively presumed to exist upon Indemnitee's delivery to the Company of a written certification of such conclusion, or (iii) the Company or any Affiliated Entity shall not in fact have employed counsel to assume the defense of such Proceeding, in any each of which cases the Expenses legal fees and other expenses of Indemnitee in such Proceeding shall be reimbursed or paid by at the expense of the Company. The Company or any Affiliated Entity shall not be entitled to assume the defense of any a Proceeding brought by or on behalf of the Company by its stockholders or as to which Indemnitee’s counsel Indemnitee shall have made reached the conclusion set forth described in clause (ii) above. c. The Company shall not be liable for any amounts paid in settlement of any Proceeding effected without its written consent. d. The Company shall not settle any Proceeding in any manner that would impose any penalty or limitation on Indemnitee without Indemnitee's written consent. e. Neither the preceding sentence Company nor Indemnitee will unreasonably withhold its or his or her consent to any proposed settlement of this Section 7any Proceeding.

Defense of Claim. If any Proceeding asserted or commenced against Indemnitee is also asserted or commenced against Subject to the provisions of subparagraph (b) below and the consent of the Company (which consent shall not be unreasonably withheld), the Indemnitee shall be entitled to select the Indemnitee’s own counsel in any threatened or an Affiliated Entityfiled action, suit or proceeding. If there is more than one defendant in a particular action, suit or proceeding and the Company assumes control of the defense thereof pursuant to this Section 4, the Indemnitee agrees to cooperate with the Company in the selection of primary defense counsel. With respect to any action, suit or proceeding: (a) The Company shall be entitled to participate therein at its own expense. (b) To the extent that it may wish, jointly with any other indemnifying party, the Company or the Affiliated Entity shall be entitled, except as otherwise provided herein below, entitled to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee. After notice from the Company or any Affiliated Entity to Indemnitee of its election to assume the defense of any such Proceeding, The Indemnitee shall have the right right, but not the obligation, to employ Indemnitee’s its own counsel in such Proceedingaction, but the Expenses of such counsel incurred after notice from the Company suit or any Affiliated Entity to Indemnitee of its assumption of the defense thereof shall be proceeding at the expense of Indemnitee and the Company. (c) The Company shall not be obligated liable to indemnify the Indemnitee under this Agreement for any Expenses subsequently incurred by Indemnitee amounts paid in connection therewith other than reasonable costs settlement of investigation and reasonable travel and lodging expenses arising out of Indemnitee’s participation in the defense of such Proceedingany action, unless (i) otherwise notified by suit or proceeding effected without the Company, ’s written consent (ii) Indemnitee’s counsel shall have reasonably concluded and so notified the Company that there is a conflict of interest between the Company or any Affiliated Entity and Indemnitee in the conduct of defense of such Proceeding, or (iii) the Company or any Affiliated Entity which consent shall not in fact have employed counsel to assume the defense of such Proceeding, in any of which cases the Expenses of Indemnitee in such Proceeding shall be reimbursed or paid by the Companyunreasonably withheld). The Company or any Affiliated Entity shall not be entitled to assume settle any action, suit or proceeding in any manner that would impose any expense, penalty or limitation on the defense of any Proceeding brought by or on behalf of Indemnitee without the Indemnitee’s written consent. Neither the Company by nor the Indemnitee may unreasonably withhold its stockholders or as consent to which Indemnitee’s counsel shall have made the conclusion set forth in clause (ii) of the preceding sentence of this Section 7any proposed settlement.

Defense of Claim. If With respect to any Proceeding asserted or commenced against to which Indemnitee is also asserted or commenced against shall have requested indemnification in accordance with Section 6.01: (a) The Company will be entitled to participate in the Company or an Affiliated Entitydefense at its own expense. (b) Except as otherwise provided below, the Company or the Affiliated Entity shall jointly with any other indemnifying party will be entitled, except as otherwise provided herein below, entitled to assume the defense thereofwith counsel reasonably satisfactory to Indemnitee. After notice from the Company or any Affiliated Entity to the Indemnitee of its election to assume the defense of a suit, the Company will not be liable to the Indemnitee under this Agreement for any such Proceeding, 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 shall have the right to employ Indemnitee’s his own counsel in such Proceeding, Proceeding but the Expenses fees and expenses of such counsel incurred after notice from the Company or any Affiliated Entity to Indemnitee of its assumption of the defense thereof shall be at the expense of the Indemnitee and the Company shall not be obligated to Indemnitee under this Agreement for any Expenses subsequently incurred by Indemnitee in connection therewith other than reasonable costs of investigation and reasonable travel and lodging expenses arising out of Indemnitee’s participation in the defense of such Proceeding, unless (i) otherwise notified the employment of counsel by the Indemnitee has been authorized by the Company, (ii) Indemnitee’s counsel the Indemnitee shall have concluded reasonably concluded and so notified the Company that there is may be a conflict of interest between the Company or any Affiliated Entity and the Indemnitee in the conduct of the defense of such Proceeding, action and such conclusion is confirmed in writing by the Company’s outside counsel regularly employed by it in connection with corporate matters or (iii) the Company or any Affiliated Entity shall not in fact have employed counsel to assume the defense of such Proceeding, in any each of which cases the Expenses fees and expenses of Indemnitee in such Proceeding counsel shall be reimbursed or paid by at the expense of the Company. The Company or any Affiliated Entity shall not be entitled to assume the defense of any Proceeding brought by or on behalf in the right of the Company by its stockholders or as to which Indemnitee’s counsel the Indemnitee shall have made the conclusion set forth provided for in clause (ii) above and such conclusion shall have been so confirmed by the Company’s said outside counsel. (c) Notwithstanding any provision of this Agreement to the contrary, the Company shall not be liable to indemnify the Indemnitee under this Article of any amounts paid in settlement of any Proceeding or claim effected without its written consent. The Company shall not settle any Proceeding or claim in any manner which would impose any penalty, limitation or disqualification of the preceding sentence of this Section 7Indemnitee for any purpose without the Indemnitee’s written consent. Neither the Company nor the Indemnitee will unreasonably withhold their consent to any proposed settlement.

Defense of Claim. If any Proceeding Action asserted or commenced against Indemnitee is also asserted or commenced against the Company or an Affiliated EntityCorporation, the Company or the Affiliated Entity Corporation shall be entitledentitled to participate therein at its own expense and, except as otherwise provided herein below, to the extent that it may wish, the Corporation shall be entitled to assume the defense thereof. After notice from the Company or any Affiliated Entity Corporation to Indemnitee of its election to assume the defense of any such ProceedingAction, Indemnitee shall have the right to employ Indemnitee’s own counsel in such ProceedingAction, but the Expenses fees and expenses of such counsel incurred after notice from the Company or any Affiliated Entity Corporation to Indemnitee of its assumption of the defense thereof shall be at the expense of Indemnitee Indemnitee, and the Company Corporation shall not be obligated to Indemnitee under this Agreement for any Expenses expenses subsequently incurred by Indemnitee in connection therewith other than reasonable costs of investigation and reasonable travel and lodging expenses arising out of Indemnitee’s participation in the defense of such ProceedingAction, unless (i) otherwise notified authorized by the CompanyCorporation, (ii) Indemnitee’s counsel shall have reasonably concluded concluded, and so notified the Company Corporation, that there is may be a conflict of interest between the Company or any Affiliated Entity Corporation and Indemnitee in the conduct of the defense of such Proceeding, Action or (iii) the Company or any Affiliated Entity Corporation shall not in fact have employed counsel to assume the defense of such ProceedingAction, in any of which cases the Expenses of Indemnitee in such Proceeding Action shall be reimbursed or paid advanced by the CompanyCorporation. The Company or any Affiliated Entity Corporation shall not be entitled to assume the defense of any Proceeding Action brought by or on behalf of the Company Corporation by its stockholders shareholders or as to which Indemnitee’s counsel shall have made the conclusion set forth in clause (ii) of the preceding sentence of this Section 711.

Defense of Claim. If With respect to any Proceeding asserted or commenced against as to which Indemnitee is also asserted or commenced against has provided notice to the Company or an Affiliated Entitypursuant to Section 1.6: 5.1 The Company may participate therein at its own expense. 5.2 The Company, the Company or the Affiliated Entity shall be entitledjointly with any other indemnifying party similarly notified, except as otherwise provided herein below, to may assume the defense thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Company or any Affiliated Entity to Indemnitee of its election to so assume the defense of any such Proceedingthereof, Indemnitee shall have the right to employ Indemnitee’s own counsel in such Proceeding, but the Expenses of such counsel incurred after notice from the Company or any Affiliated Entity to Indemnitee of its assumption of the defense thereof shall be at the expense of Indemnitee and the Company shall not be obligated liable to Indemnitee under this Agreement for any Expenses legal fees or other expenses (other than reasonable costs of investigation) subsequently incurred by Indemnitee in connection therewith other than reasonable costs of investigation and reasonable travel and lodging expenses arising out of Indemnitee’s participation in with the defense thereof unless (a) the employment of counsel by Indemnitee or the incurring of such Proceeding, unless (i) otherwise notified expenses has been authorized by the Company, (iib) Indemnitee’s counsel Indemnitee shall have reasonably concluded and so notified the Company that there is may be a conflict of interest between the Company or any Affiliated Entity and Indemnitee in the conduct of the defense of such Proceeding, or (iiic) the Company or any Affiliated Entity shall not in fact have employed counsel to assume the defense of such Proceeding, in any each of which cases the Expenses legal fees and other expenses of Indemnitee in such Proceeding shall be reimbursed or paid by at the expense of the Company. The Company or any Affiliated Entity shall not be entitled to assume the defense of any a Proceeding brought by or on behalf of the Company by its stockholders or as to which Indemnitee’s counsel Indemnitee shall have made reached the conclusion set forth described in clause (iib) above. 5.3 The Company shall not be liable for any amounts paid in settlement of any Proceeding effected without its written consent. 5.4 The Company shall not settle any Proceeding in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee's written consent. 5.5 Neither the preceding sentence Company nor Indemnitee will unreasonably withhold its or his consent to any proposed settlement of this Section 7any Proceeding.

Defense of Claim. If With respect to any such Proceeding asserted or commenced against as to which Indemnitee is also asserted or commenced against notifies the Company of the commencement thereof or an Affiliated Entityotherwise seeks indemnification hereunder: (a) The Company may participate at its own expense in such Proceeding; (b) The Company, the Company or the Affiliated Entity shall be entitledjointly with any other indemnifying party similarly notified, except as otherwise provided herein below, to may assume the defense thereofof the Proceeding with counsel reasonably satisfactory to Indemnitee. After notice from the Company or any Affiliated Entity to Indemnitee of its election to assume the defense of any such Proceedingdefense, Indemnitee shall have the right to employ Indemnitee’s own counsel in such Proceeding, but the Expenses of such counsel incurred after notice from the Company or any Affiliated Entity to Indemnitee of its assumption of the defense thereof shall be at the expense of Indemnitee and the Company shall not be obligated liable to Indemnitee under this Agreement or otherwise for any Expenses legal or other expenses of counsel (other than reasonable costs of investigation) subsequently incurred by Indemnitee in connection therewith other than reasonable costs of investigation and reasonable travel and lodging expenses arising out of Indemnitee’s participation in with the defense of such Proceeding, unless (i) otherwise notified the employment of counsel by Indemnitee has been authorized in advance by the CompanyCompany in writing, (ii) Indemnitee’s counsel Indemnitee shall have reasonably concluded and so notified the Company that there is may be a conflict of interest between the Company or any Affiliated Entity and Indemnitee in the conduct of the defense of such Proceedingaction and notified the Company in writing to that effect in advance of the expense, or (iii) the Company or any Affiliated Entity shall not in fact have employed counsel to assume the defense of such Proceedingaction, or (iv) the Company is not financially or legally able to perform its indemnification obligations, in any each of which cases the Expenses fees and expenses of Indemnitee in such Proceeding counsel shall be reimbursed or paid by at the expense of the Company. The Company or any Affiliated Entity shall not be entitled to assume the defense of any Proceeding action, suit or proceeding brought by or on behalf of the Company by its stockholders or as to which Indemnitee’s counsel Indemnitee shall have made the conclusion set forth provided for in clause (ii) of or (iv) above; (c) The Company shall not without Indemnitee’s written consent settle any action or claim in any manner which would impose any penalty or limitation on Indemnitee that would not be an Indemnifiable Loss hereunder for which indemnification would be provided by the preceding sentence of this Section 7.Company. INDEMNIFICATION AGREEMENT

Defense of Claim. If With respect to any such Proceeding asserted or commenced against as to which Indemnitee is also asserted or commenced against notifies the Company of the commencement thereof: (a) The Company may participate therein at its own expense; (b) The Company, by itself or an Affiliated Entityjointly with any other indemnifying party similarly notified, the Company or the Affiliated Entity shall be entitled, except as otherwise provided herein below, to may assume the defense thereof, with counsel satisfactory to Indemnitee. After notice from the Company or any Affiliated Entity to Indemnitee of its election to assume the defense of any such Proceedingthereof, Indemnitee shall have the right to employ Indemnitee’s own counsel in such Proceeding, but the Expenses of such counsel incurred after notice from the Company or any Affiliated Entity to Indemnitee of its assumption of the defense thereof shall be at the expense of Indemnitee and the Company shall not be obligated liable to Indemnitee under this Agreement for any Expenses legal or other expenses (other than reasonable costs of investigation) subsequently incurred by Indemnitee in connection therewith other than reasonable costs of investigation and reasonable travel and lodging expenses arising out of Indemnitee’s participation in with the defense of such Proceeding, thereof unless (i) otherwise notified the employment of counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee’s counsel Indemnitee shall have reasonably concluded and so notified the Company that there is may be a conflict of interest between the Company or any Affiliated Entity and Indemnitee in the conduct of the defense of such Proceedingaction, or (iii) the Company or any Affiliated Entity shall not in fact have employed counsel to assume the defense of such Proceedingaction, in any each of which cases the Expenses fees and expenses of Indemnitee in such Proceeding counsel shall be reimbursed or paid by at the expense of the Company. The Company or any Affiliated Entity shall not be entitled to assume the defense of any Proceeding action, suit or proceeding brought by or on behalf of the Company by its stockholders or as to which Indemnitee’s counsel Indemnitee shall have made the conclusion set forth provided for in clause (ii) above. For the avoidance of doubt, Indemnitee shall not be required to utilize counsel selected by or representing the Company or any other Indemnitee without the express consent of Indemnitee, which consent may be withheld in his or her discretion; (c) The Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its written consent; (d) The Company shall not settle any action or claim in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent; and (e) Neither the Company nor Indemnitee will unreasonably withhold its, his or her consent to any proposed settlement. (f) To the fullest extent permitted by law, the Company’s assumption of the preceding sentence defense of a Proceeding pursuant to this Section 76 will constitute an irrevocable acknowledgement by the Company that any expenses incurred by or for the account of Indemnitee in connection therewith are indemnifiable by the Company hereunder.

Defense of Claim. If With respect to any Proceeding asserted or commenced against to which Indemnitee is also asserted or commenced against shall have requested indemnification in accordance with Section 6.1: (i) The Company will be entitled to participate in the Company or an Affiliated Entitydefense at its own expense. (ii) Except as otherwise provided below, the Company or the Affiliated Entity shall jointly with any other indemnifying party will be entitled, except as otherwise provided herein below, entitled to assume the defense thereofwith counsel reasonably satisfactory to Indemnitee. After notice from the Company or any Affiliated Entity to the Indemnitee of its election to assume the defense of a suit, the Company will not be liable to the Indemnitee under this Agreement for any such Proceeding, 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 shall have the right to employ Indemnitee’s his own counsel in such Proceeding, Proceeding but the Expenses fees and expenses of such counsel incurred after notice from the Company or any Affiliated Entity to Indemnitee of its assumption of the defense thereof shall be at the expense of the Indemnitee and the Company shall not be obligated to Indemnitee under this Agreement for any Expenses subsequently incurred by Indemnitee in connection therewith other than reasonable costs of investigation and reasonable travel and lodging expenses arising out of Indemnitee’s participation in the defense of such Proceeding, unless unless: (i) otherwise notified the employment of counsel by the Indemnitee has been authorized by the Company, ; (ii) Indemnitee’s counsel the Indemnitee shall have concluded reasonably concluded and so notified the Company that there is may be a conflict of interest between the Company or any Affiliated Entity and the Indemnitee in the conduct of the defense of such Proceeding, action and such conclusion is confirmed in writing by the Company’s outside legal counsel regularly employed by it in connection with corporate matters; or (iii) the Company or any Affiliated Entity shall not in fact have employed counsel to assume the defense of such Proceeding, in any each of which cases the Expenses fees and expenses of Indemnitee in such Proceeding counsel shall be reimbursed or paid by at the expense of the Company. The Company or any Affiliated Entity shall be entitled to participate in, but shall not be entitled to assume the defense of any Proceeding brought by or on behalf in the right of the Company by its stockholders or as to which Indemnitee’s counsel the Indemnitee shall have made the conclusion set forth provided for in clause (ii) above and such conclusion shall have been so confirmed by the Company’s said outside counsel. (iii) Notwithstanding any provision of this Agreement to the contrary, the Company shall not be liable to indemnify the Indemnitee under this Article for any amounts paid in settlement of any Proceeding or claim effected without its written consent. The Company shall not settle any Proceeding or claim in any manner which would impose any penalty, limitation or disqualification of the preceding sentence of this Section 7Indemnitee for any purpose without the Indemnitee’s written consent. Neither the Company nor the Indemnitee will unreasonably withhold their consent to any proposed settlement.

Defense of Claim. If any Proceeding asserted or commenced against Indemnitee is also asserted or commenced against the (a) The Company or an Affiliated Entity, the Company or the Affiliated Entity shall be entitled, except as otherwise provided herein below, entitled to participate in the defense of any claim relating to an indemnifiable event or to assume the defense thereof. After notice from , with counsel reasonably satisfactory to Indemnitee; provided that, if Indemnitee believes, after consultation with counsel selected by Indemnitee, that (i) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict of interest, (ii) the named parties in any such claim (including any impleaded parties) include the Company or any Affiliated Entity subsidiary of the Company, on the one hand, and Indemnitee, on the other hand, and Indemnitee concludes, after consultation with counsel selected by Indemnitee, that there may be one or more legal defenses available to Indemnitee of its election him that are different from or in addition to assume the defense of any such Proceeding, Indemnitee shall have the right those available to employ Indemnitee’s own counsel in such Proceeding, but the Expenses of such counsel incurred after notice from the Company or any Affiliated Entity to Indemnitee of its assumption subsidiary of the defense thereof shall be at the expense of Indemnitee and the Company shall not be obligated to Indemnitee under this Agreement for any Expenses subsequently incurred by Indemnitee in connection therewith other than reasonable costs of investigation and reasonable travel and lodging expenses arising out of Indemnitee’s participation in the defense of such Proceeding, unless (i) otherwise notified by the Company, (ii) Indemnitee’s counsel shall have reasonably concluded and so notified the Company that there is a conflict of interest between the Company or any Affiliated Entity and Indemnitee in the conduct of defense of such Proceeding, or (iii) any such representation by such counsel would be precluded under the Company or any Affiliated Entity applicable standards of professional conduct then prevailing, then Indemnitee shall not in fact have employed counsel to assume the defense of such Proceeding, in any of which cases the Expenses of Indemnitee in such Proceeding shall be reimbursed or paid by the Company. The Company or any Affiliated Entity shall not be entitled to assume the defense retain separate counsel (but not more than one law firm, plus, if applicable, local counsel in respect of any Proceeding brought by particular claim) at the Company’s expense. Notwithstanding any other provision of this Agreement, the Company shall not, without the prior written consent of Indemnitee, settle any threatened or on behalf pending indemnifiable claim which the Indemnitee is or could have been a party to unless such settlement solely involves the payment of money and includes a full and final release of the Company by its stockholders or as to which Indemnitee’s counsel Indemnitee from all claims that are the subject matter of such indemnifiable claim. The Indemnitee shall have made not, without the conclusion set forth in clause (ii) prior written consent of the preceding sentence Company, settle any threatened or pending indemnifiable claim. Neither the Company nor Indemnitee shall unreasonably withhold its consent to any proposed settlement; provided that Indemnitee may withhold consent to any settlement that does not provide a full and final release of this Section 7.Indemnitee

Defense of Claim. If With respect to any such Proceeding asserted as to which Indemnitee notifies the Bank of the commencement thereof: (a) The Bank may participate therein at its own expense; (b) The Bank, by itself or commenced against Indemnitee is also asserted or commenced against the Company or an Affiliated Entityjointly with any other indemnifying party similarly notified, the Company or the Affiliated Entity shall be entitled, except as otherwise provided herein below, to may assume the defense thereof, with counsel satisfactory to Indemnitee. After notice from the Company or any Affiliated Entity Bank to Indemnitee of its election to assume the defense of any such Proceedingthereof, Indemnitee shall have the right to employ Indemnitee’s own counsel in such Proceeding, but the Expenses of such counsel incurred after notice from the Company or any Affiliated Entity to Indemnitee of its assumption of the defense thereof shall be at the expense of Indemnitee and the Company Bank shall not be obligated liable to Indemnitee under this Agreement for any Expenses legal or other expenses (other than reasonable costs of investigation) subsequently incurred by Indemnitee in connection therewith other than reasonable costs of investigation and reasonable travel and lodging expenses arising out of Indemnitee’s participation in with the defense of such Proceeding, thereof unless (i) otherwise notified the employment of counsel by Indemnitee has been authorized by the CompanyBank, (ii) Indemnitee’s counsel Indemnitee shall have reasonably concluded and so notified the Company that there is may be a conflict of interest between the Company or any Affiliated Entity Bank and Indemnitee in the conduct of the defense of such Proceedingaction, or (iii) the Company or any Affiliated Entity Bank shall not in fact have employed counsel to assume the defense of such Proceedingaction, in any each of which cases the Expenses fees and expenses of Indemnitee in such Proceeding counsel shall be reimbursed or paid by at the Companyexpense of the Bank. The Company or any Affiliated Entity Bank shall not be entitled to assume the defense of any Proceeding action, suit or proceeding brought by or on behalf of the Company by its stockholders Bank or as to which Indemnitee’s counsel Indemnitee shall have made the conclusion set forth provided for in clause (ii) above. For the avoidance of doubt, Indemnitee shall not be required to utilize counsel selected by or representing the Bank or any other Indemnitee without the express consent of Indemnitee, which consent may be withheld in his or her discretion; (c) The Bank shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its written consent; (d) The Bank shall not settle any action or claim in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent; and (e) Neither the Bank nor Indemnitee will unreasonably withhold its, his or her consent to any proposed settlement. (f) To the fullest extent permitted by law, the Bank’s assumption of the preceding sentence defense of a Proceeding pursuant to this Section 76 will constitute an irrevocable acknowledgement by the Bank that any expenses incurred by or for the account of Indemnitee in connection therewith are indemnifiable by the Bank hereunder.