Common use of Defense of Claim Clause in Contracts

Defense of Claim. In the event that the Company shall be obligated under Section 6 hereof to pay the Expenses of any Proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of 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 counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, or (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of such defense or (C) the Company shall not, in fact, have employed counsel to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company.

Defense of Claim. In the event that the Company shall be obligated under Section 6 hereof to pay the Expenses of any Proceeding against the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel approved by the 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 the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same Proceeding, provided that (i) the Indemnitee shall have the right to employ counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by the Indemnitee has been previously authorized by the Company, or (B) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of such defense or (C) the Company shall not, in fact, have employed counsel to assume the defense of such Proceeding, then the fees and expenses of the Indemnitee’s counsel shall be at the expense of the Company.

Defense of Claim. In the event that the Company shall be obligated under Section SECTION 6 hereof to pay the Expenses of any Proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of 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 her counsel in any such Proceeding at Indemnitee’s 's expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, or (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of such defense or (C) the Company shall not, in fact, have employed counsel to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the Company.

Defense of Claim. In the event that the Company shall be obligated under Section SECTION 6 hereof to pay the Expenses of any Proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of 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 counsel in any such Proceeding at Indemnitee’s 's expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, or (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of such defense or (C) the Company shall not, in fact, have employed counsel to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the Company.

Defense of Claim. In the event that the Company Corporation shall be obligated under Section 6 5 hereof to pay the Expenses of any Proceeding against Indemnitee, the CompanyCorporation, if appropriate, shall be entitled to assume the defense of 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 CompanyCorporation, the Company Corporation 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 own counsel in any such Proceeding at Indemnitee’s 's expense; , and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the CompanyCorporation, or (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company Corporation and the Indemnitee in the conduct of such defense or (C) the Company Corporation shall not, in fact, have employed counsel to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s 's counsel shall be at paid by the expense of the CompanyCorporation.

Defense of Claim. In the event that the Company Corporation shall be obligated under Section 6 hereof to pay the Expenses of any Proceeding against Indemnitee, the CompanyCorporation, if appropriate, shall be entitled to assume the defense of 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 CompanyCorporation, the Company Corporation 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 counsel in any such Proceeding at Indemnitee’s 's expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the CompanyCorporation, or (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company Corporation and the Indemnitee in the conduct of such defense defense, or (C) the Company Corporation shall not, in fact, have employed counsel to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the CompanyCorporation.

Defense of Claim. In the event that the Company Bank shall be obligated under Section 6 hereof 5 to pay the Expenses of any Proceeding against Indemnitee, the CompanyBank, if appropriate, shall be entitled to assume the defense of 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 CompanyBank, the Company Bank 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 counsel in any such Proceeding at Indemnitee’s expense; expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the CompanyBank, or (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company Bank and the Indemnitee in the conduct of such defense defense, or (C) the Company Bank shall not, in fact, have employed counsel to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the CompanyBank.

Defense of Claim. In the event that the Company shall be obligated under Section 6 hereof to pay the Expenses of any Proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of 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 counsel in any such Proceeding at Indemnitee’s 's expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, or (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of such defense or (C) the Company shall not, in fact, have employed counsel to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the Company.

Defense of Claim. In the event that the Company shall be obligated under Section 6 5 hereof to pay the Expenses of any Proceeding against Indemniteethe Indemnitee and the Company or any other person entitled to indemnification by the Company is a party to the Proceeding, the Company, if appropriate, Company shall be entitled to assume the defense of such Proceeding, with counsel approved by the Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same Proceeding, provided that (i) the Indemnitee shall have the right to employ his counsel in any such Proceeding at the Indemnitee’s 's expense; and (ii) if (A) the employment of counsel by the Indemnitee has been previously authorized by the Company, or (B) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of such defense or (C) the Company shall not, in fact, have employed counsel to assume the defense of such Proceeding, then the fees and expenses of the Indemnitee’s 's counsel shall be at the expense of the Company.

Defense of Claim. In the event that the Company shall be obligated under Section SECTION 6 hereof to pay the Expenses of any Proceeding against the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel approved by the Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same Proceeding, provided that (i) the Indemnitee shall have the right to employ his counsel in any such Proceeding at the Indemnitee’s expense; and (ii) if (A) the employment of counsel by the Indemnitee has been previously authorized by the Company, or (B) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of such defense or (C) the Company shall not, in fact, have employed counsel to assume the defense of such Proceeding, then the fees and expenses of the Indemnitee’s counsel shall be at the expense of the Company.

Defense of Claim. In the event that the Company shall be obligated under Section 6 hereof to pay the Expenses of any Proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of 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 i)Indemnitee shall have the right to employ his counsel in any such Proceeding at Indemnitee’s 's expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, or (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of such defense or (C) the Company shall not, in fact, have employed counsel to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the Company.

Defense of Claim. In the event that the Company Corporation shall be obligated under Section 6 5 hereof to pay the Expenses of any Proceeding against Indemnitee, the CompanyCorporation, if appropriate, shall be entitled to assume the defense of 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 CompanyCorporation, the Company Corporation will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, proceeding; provided that (i) Indemnitee shall have the right to employ his or her own counsel in any such Proceeding at Indemnitee’s expense; 's expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the CompanyCorporation, or (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company Corporation and the Indemnitee in the conduct of such defense or (C) the Company Corporation shall not, in fact, have employed counsel to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s 's counsel shall be at paid by the expense of the CompanyCorporation.

Defense of Claim. In the event that the Company shall be obligated under Section 6 5 hereof to pay the Expenses of any Proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of 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 that: (i) Indemnitee shall have the right to employ his counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, or (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of such defense or (C) the Company shall not, in fact, have employed counsel to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company.

Defense of Claim. In the event that the Company Corporation shall be obligated under Section 6 5 hereof to pay the any Expenses of any Proceeding against any Indemnitee, the CompanyCorporation, if appropriate, shall be entitled to assume the defense of such Proceeding, Proceeding with counsel approved by such Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to such Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by such Indemnitee and the retention of such counsel by the CompanyCorporation, the Company Corporation will not be liable to such Indemnitee under this Agreement for any fees of counsel subsequently incurred by such Indemnitee with respect to the same Proceeding, provided that (i) each Indemnitee shall have the right to employ his, her or its counsel in any such Proceeding Proceeding, at such Indemnitee’s expense; and (ii) if (A) the employment of counsel by any Indemnitee has been previously authorized by the CompanyCorporation, or (B) any Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company Corporation and the such Indemnitee in the conduct of such defense or (C) the Company Corporation shall not, in fact, have employed counsel to assume the defense of such Proceeding, then the fees and expenses of such Indemnitee’s counsel shall be at the expense of the CompanyCorporation.

Defense of Claim. In the event that the Company Corporation shall be obligated under Section 6 5 hereof to pay the any Expenses of any Proceeding against Indemnitee, the CompanyCorporation, if appropriate, shall be entitled to assume the defense of such Proceeding, 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 CompanyCorporation, the Company Corporation 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 Proceeding, at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the CompanyCorporation, or (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company Corporation and the Indemnitee in the conduct of such defense or (C) the Company Corporation shall not, in fact, have employed counsel to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the CompanyCorporation.

Defense of Claim. In the event that the Company shall be obligated under Section 6 hereof to pay the Expenses of any Proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of 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 counsel in any such Proceeding at Indemnitee’s 's expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, or (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of such defense or (C) the Company 7 shall not, in fact, have employed counsel to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the Company.

Defense of Claim. In the event that the Company shall be obligated under Section SECTION 6 hereof to pay the Expenses of any Proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of 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 her counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, or (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of such defense or (C) the Company shall not, in fact, have employed counsel to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company.

Defense of Claim. In the event that the Company Corporation shall be obligated ---------------- under Section 6 5 hereof to pay the Expenses of any Proceeding against Indemnitee, the CompanyCorporation, if appropriate, shall be entitled to assume the defense of 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 CompanyCorporation, the Company Corporation 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, provided however, that (i) Indemnitee shall have the right to employ his own counsel in any such Proceeding at Indemnitee’s 's expense; , and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the CompanyCorporation, or (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company Corporation and the Indemnitee in the conduct of such defense or (C) the Company Corporation shall not, in fact, have employed counsel to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s 's counsel shall be at paid by the expense of the CompanyCorporation.

Defense of Claim. In the event that the Company Corporation shall be obligated ---------------- under Section 6 5 hereof to pay the Expenses of any Proceeding against Indemnitee, the CompanyCorporation, if appropriate, shall be entitled to assume the defense of 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 CompanyCorporation, the Company Corporation 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 own counsel in any such Proceeding at Indemnitee’s 's expense; , and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the CompanyCorporation, or (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company Corporation and the Indemnitee in the conduct of such defense or (C) the Company Corporation shall not, in fact, have employed counsel to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s 's counsel shall be at paid by the expense of the CompanyCorporation.

Defense of Claim. In the event that the Company shall be obligated under Section 6 hereof to pay the Expenses of any Proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of 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 except that (i) Indemnitee shall have the right to employ consult with legal counsel in or other professional or advisors regarding any Proceeding, and the fees and expenses of such Proceeding at Indemnitee’s expenseconsultation shall be paid by the Company; and or (ii) if (A) in the employment of counsel by Indemnitee has been previously authorized by the Company, or (B) event that Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of such defense defense, Indemnitee shall have the right to employ counsel in any such Proceeding, and the fees and expenses of Indemnitee’s counsel shall be paid by the Company; or (Ciii) in the event that the Company shall not, in fact, have employed counsel to assume the defense of such Proceeding, then or fails to maintain counsel to assume the defense of such Proceeding, Indemnitee shall have the right to employ counsel in any such Proceeding, and the the fees and expenses of Indemnitee’s counsel shall be at the expense of paid by the Company.

Defense of Claim. In the event that the Company shall be obligated under Section 6 hereof by this Agreement to indemnify or pay the Expenses costs or expenses of any Proceeding claim or proceeding against the Indemnitee, the Company, if appropriate, Company shall be entitled to participate in the defense thereof, and to assume the defense of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, proceeding upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee notice and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees or expenses of counsel subsequently incurred by the Indemnitee with respect to the same Proceeding, proceeding; provided that (ia) the Indemnitee shall have the right to employ his counsel in any such Proceeding proceeding at the Indemnitee’s 's expense; and (iib) the fees and expenses of the Indemnitee's counsel with respect to such proceeding shall be at the expense of the Company if (Ai) the employment of counsel by the Indemnitee has had been previously authorized in writing by the Company, or (Bii) the Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and the Indemnitee in the conduct of any such defense defense, or (Ciii) the Company shall not, in fact, have employed engaged counsel to assume the defense of such Proceedingproceeding. The Company will not settle any such claim or proceeding in a manner that would impose any penalty on the Indemnitee without the Indemnitee's written consent, then which shall not be unreasonably withheld. The Company shall not be obligated or otherwise liable under this Agreement to make any payment in respect of any settlement of a claim or proceeding unless the fees and expenses of Indemnitee’s counsel Company has consented to such settlement, which consent shall not be at the expense of the Companyunreasonably withheld or delayed.

Defense of Claim. In the event that the Company Corporation shall be obligated under Section 6 5 hereof to pay the Expenses of any Proceeding against Indemnitee, the CompanyCorporation, if appropriate, shall be entitled to assume the defense of such Proceeding, with the Corporation's counsel or such other counsel as may be 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 CompanyCorporation, the Company Corporation 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 counsel in any such Proceeding at Indemnitee’s 's expense; , and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the CompanyCorporation, or (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company Corporation and the Indemnitee in the conduct of such defense or (C) the Company Corporation shall not, in fact, have employed counsel to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s 's counsel shall be at paid by the expense of the CompanyCorporation.

Defense of Claim. In the event that the Company Corporation shall be obligated under Section 6 hereof to pay the Expenses of any Proceeding against Indemnitee, the CompanyCorporation, if appropriate, shall be entitled to assume the defense of 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 CompanyCorporation, the Company Corporation 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 counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (Aa) the employment of counsel by Indemnitee has been previously authorized by the CompanyCorporation, or (Bb) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company Corporation and the Indemnitee in the conduct of such defense or (Cc) the Company Corporation shall not, in fact, have employed counsel to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the Company.Corporation. ​ ​ ​

Defense of Claim. In the event that the Company Corporation shall be obligated under Section 6 hereof to pay the Expenses of any Proceeding against Indemnitee, the CompanyCorporation, if appropriate, shall be entitled to assume the defense of 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 CompanyCorporation, the Company Corporation 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 counsel in any such Proceeding at Indemnitee’s 's expense; and (ii) if (Aa) the employment of counsel by Indemnitee has been previously authorized by the CompanyCorporation, or (Bb) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company Corporation and the Indemnitee in the conduct of such defense or (Cc) the Company Corporation shall not, in fact, have employed counsel to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the CompanyCorporation.

Defense of Claim. In the event that the Company Corporation shall be obligated under Section 6 5 hereof to pay the any Expenses of any Proceeding against Indemnitee, the CompanyCorporation, if appropriate, shall be entitled to assume the defense of 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 CompanyCorporation, the Company Corporation will not be liable to Indemnitee 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 Proceeding, at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the CompanyCorporation, or (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company Corporation and the Indemnitee in the conduct of such defense or (C) the Company Corporation shall not, in fact, have employed counsel to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the CompanyCorporation.

Defense of Claim. In the event that the Company Corporation shall be obligated under Section 6 5 hereof to pay the Expenses of any Proceeding against Indemnitee, the CompanyCorporation, if appropriate, shall be entitled to assume the defense of 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 CompanyCorporation, the Company Corporation 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 own counsel in any such Proceeding at Indemnitee’s expense; , and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the CompanyCorporation, or (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company Corporation and the Indemnitee in the conduct of such defense or (C) the Company Corporation shall not, in fact, have employed counsel to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at paid by the expense of the CompanyCorporation.

Defense of Claim. In the event that the Company Corporation shall be obligated under Section 6 5 hereof to pay the any Expenses of any Proceeding against Indemnitee, the CompanyCorporation, if appropriate, shall be entitled to assume the defense of 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 CompanyCorporation, the Company Corporation 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 Proceeding, at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the CompanyCorporation, or (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company Corporation and the Indemnitee in the conduct of such defense or (C) the Company Corporation shall not, in fact, have employed counsel to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the CompanyCorporation.

Defense of Claim. In the event that the Company Corporation shall be ---------------- obligated under Section 6 5 hereof to pay the Expenses of any Proceeding against Indemnitee, the CompanyCorporation, if appropriate, shall be entitled to assume the defense of 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 CompanyCorporation, the Company Corporation 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 own counsel in any such Proceeding at Indemnitee’s 's expense; , and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the CompanyCorporation, or (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company Corporation and the Indemnitee in the conduct of such defense or (C) the Company Corporation shall not, in fact, have employed counsel to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s 's counsel shall be at paid by the expense of the CompanyCorporation.

Defense of Claim. In the event that the Company Corporation shall be ---------------- obligated under Section 6 hereof to pay the any Expenses of any Proceeding against Indemnitee, the CompanyCorporation, if appropriate, shall be entitled to assume the defense of 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 CompanyCorporation, the Company Corporation 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 Proceeding, at Indemnitee’s 's expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the CompanyCorporation, or (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company Corporation and the Indemnitee in the conduct of such defense or (C) the Company Corporation shall not, in fact, have employed counsel to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the CompanyCorporation.

Defense of Claim. In the event that the Company Corporation shall be obligated under Section 6 5 hereof to pay the any Expenses of any Proceeding against Indemnitee, the CompanyCorporation, if appropriate, shall be entitled to assume the defense of 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 CompanyCorporation, the Company Corporation will not be liable to Indemnitee Indem-xxxxx 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 Proceeding, at Indemnitee’s 's expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the CompanyCorporation, or (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company Corporation and the Indemnitee in the conduct of such defense or (C) the Company Corporation shall not, in fact, have employed counsel to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the CompanyCorporation.