Common use of Defense of Claims Clause in Contracts

Defense of Claims. The Company will be entitled to participate, at its own expense, in any Proceeding of which it has notice. The Company jointly with any other indemnifying party similarly notified of any Proceeding will be entitled to assume the defense of the Indemnitee therein, with counsel reasonably satisfactory to the Indemnitee; provided, however, that the Company shall not be entitled to assume the defense of the Indemnitee in any Proceeding if there has been a Change in Control or if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee with respect to such Proceeding. The Company will not be liable to the Indemnitee under this Agreement for any Expenses incurred by the Indemnitee in connection with the defense of any Proceeding, other than reasonable costs of investigation or as otherwise provided below, after notice from the Company to the Indemnitee of its election to assume the defense of the Indemnitee therein. The Indemnitee shall have the right to employ his own counsel in any such Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Company; (ii) the Indemnitee shall have reasonably concluded that counsel employed by the Company may not adequately represent the Indemnitee and shall have so informed the Company; or (iii) the Company shall not in fact have employed counsel to assume the defense of the Indemnitee in such Proceeding, such counsel shall not in fact have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence. In each such case the fees and expenses of the Indemnitee’s counsel shall be advanced by the Company in accordance with this Agreement.

Defense of Claims. The Company will be entitled to participate, participate in the Proceeding at its own expense. Upon the delivery of written notice by the Company to Indemnitee, in any Proceeding of which it has notice. The the Company jointly with any other indemnifying party similarly notified of any Proceeding will shall be entitled to assume the defense of the Indemnitee therein, any Proceeding with counsel reasonably satisfactory consented to the Indemnitee; providedby Indemnitee (such consent not to be unreasonably withheld), however, that except for such Proceeding brought by the Company shall not be entitled or as to assume the defense of the Indemnitee in any Proceeding if there has been a Change in Control or if which the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee. After delivery of such notice, consent to 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 or expenses of counsel subsequently incurred by Indemnitee with respect to such Proceeding. The Company will not be liable to the Indemnitee under this Agreement for any Expenses incurred by the Indemnitee in connection with the defense of any Proceeding, other than reasonable costs of investigation or as otherwise ; provided below, after notice from the Company to the Indemnitee of its election to assume the defense of the Indemnitee therein. The that (i) Indemnitee shall have the right to employ his own separate counsel in respect of any such Proceeding, but the fees Proceeding at Indemnitee’s expense and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (iii) if (A) the employment of counsel by the Indemnitee has been previously authorized in writing by the Company; Company or (iiB) the Indemnitee shall have reasonably concluded upon the advice of counsel that counsel employed by there is a conflict of interest between the Company may not adequately represent and Indemnitee in the Indemnitee and shall have so informed the Company; or (iii) the Company shall not in fact have employed counsel to assume conduct of the defense of the Indemnitee in such Proceeding, such counsel shall not then in fact have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence. In each such case the fees and expenses of the Indemnitee’s counsel shall be advanced by at the Company’s expense. Neither party to this Agreement shall settle any Proceeding in any manner that would impose any Expense, judgment, fine, damages, penalty or limitation on Indemnitee without the other party’s written consent. Neither the Company in accordance with this Agreementnor Indemnitee shall unreasonably withhold its consent to any proposed settlement.

Defense of Claims. The Company will be entitled to participate, at its own expense, in any Proceeding of which it has notice. The Company jointly with any other indemnifying party similarly notified of any Proceeding will be entitled to assume the defense of the Indemnitee therein, with counsel reasonably satisfactory to the Indemnitee; provided, however, that the Company shall not be entitled to assume the defense of the Indemnitee in any Proceeding if there has been a Change in Control or if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee with respect to such Proceeding. The Company will not be liable to the Indemnitee under this Agreement for any Expenses incurred by the Indemnitee in connection with the defense of any Proceeding, other than reasonable costs of investigation or as otherwise provided below, after notice from the Company to the Indemnitee of its election to assume the defense of the Indemnitee therein. The Indemnitee shall have the right to employ his own counsel in any such Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Company; (ii) the Indemnitee shall have reasonably concluded that counsel employed by the Company may not adequately represent the Indemnitee and shall have so informed the Company; or (iii) the Company shall not in fact have employed counsel to assume the defense of the Indemnitee in such Proceeding, Proceeding or such counsel shall not not, in fact fact, have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence. In ; and in each such case the fees and expenses of the Indemnitee’s 's counsel shall be advanced by the Company in accordance with this Agreement.

Defense of Claims. The Company will be entitled to participate, at its own expense, in any Proceeding of which it has notice. The Company jointly with any other indemnifying party similarly notified of any Proceeding will be entitled to assume the defense of the Indemnitee therein, with counsel reasonably satisfactory to the Indemnitee; provided, however, that the Company shall not be entitled to assume the defense of the Indemnitee in any Proceeding if there has been a Change in Control or if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee with respect to such Proceeding. The Company will not be liable to the Indemnitee under this Agreement for any Expenses incurred by the Indemnitee in connection with the defense of any Proceeding, other than reasonable costs of investigation or as otherwise provided below, after notice from the Company to the Indemnitee of its election to assume the defense of the Indemnitee therein. The Indemnitee shall have the right to employ his own counsel in any such Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Company; (ii) the Indemnitee shall have reasonably concluded that counsel employed by the Company may not adequately represent the Indemnitee and shall have so informed the Company; or (iii) the Company shall not in fact have employed counsel to assume the defense of the Indemnitee in such ProceedingProceeding or the counsel employed by the Company shall not, such counsel shall not in fact fact, have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence. In ; and in each such case the fees and expenses of the Indemnitee’s 's counsel shall be advanced by the Company in accordance with this Agreement.

Defense of Claims. The Company will be entitled to participate, at its own expense, in any Proceeding of which it has notice. The Company jointly with any other indemnifying party similarly notified of any Proceeding will be entitled to assume the defense of the Indemnitee therein, with counsel reasonably satisfactory to the Indemnitee; provided, however, that the Company shall not be entitled to assume the defense of the Indemnitee in any Proceeding if there has been a Change in Control or if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee with respect to such Proceeding. The Company will not be liable to the Indemnitee under this Agreement for any Expenses incurred by the Indemnitee in connection with the defense of any Proceeding, other than reasonable costs of investigation or as otherwise provided below, after notice from the Company to the Indemnitee of its election to assume the defense of the Indemnitee therein. The Indemnitee shall have the right to employ his own counsel in any such Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Company; (ii) the Indemnitee shall have reasonably concluded that counsel employed by the Company may not adequately represent the Indemnitee and shall have so informed the Company; or (iii) the Company shall not in fact have employed counsel to assume the defense of the Indemnitee in such Proceeding, Proceeding or such counsel shall not not, in fact fact, have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence. In ; and in each such case the fees and expenses of the Indemnitee’s counsel shall be advanced by the Company in accordance with this Agreement.

Defense of Claims. The Company will be entitled to participate, at its own expense, in any Proceeding of which it has notice. The Company jointly with any other indemnifying party similarly notified of any Proceeding will be entitled to assume the defense of the Indemnitee therein, with counsel reasonably satisfactory to the Indemnitee, upon delivery of written notice to Indemnitee of its election to do so; provided, however, that the Company shall not be entitled to assume the defense of the Indemnitee in any Proceeding if there has been a Change in Control or if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee with respect to such Proceeding. The After notice from the Company to the Indemnitee of its election to assume the defense of the Indemnitee and the retention by the Company of counsel reasonably satisfactory to Indemnitee, the Company will not be liable to the Indemnitee under this Agreement for any Expenses incurred thereafter by the Indemnitee in connection with the defense of any Proceeding, other than reasonable costs of investigation or as otherwise provided below. Notwithstanding the foregoing, after notice from the Company to the Indemnitee of its election to assume the defense of the Indemnitee therein. The Indemnitee shall have the right to employ his own counsel in any such Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless Proceeding if (i) the employment of counsel by the Indemnitee has been authorized by the CompanyCompany or by a majority of the Board; (ii) the Indemnitee shall have reasonably concluded that counsel employed by the Company may not adequately represent the Indemnitee and shall have so informed the Company; or (iii) the Company shall not in fact have employed counsel to assume the defense of the Indemnitee in such ProceedingProceeding or the counsel employed by the Company shall not, such counsel shall not in fact fact, have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence. In ; and in each such case the fees and expenses of the Indemnitee’s counsel shall be an Expense under this Agreement and shall therefore be advanced by the Company in accordance with this Agreement. If Indemnitee employs his own counsel pursuant to the prior sentence, Indemnitee shall use good faith efforts to utilize the same counsel as other similarly situated officers and directors of the Company who have similar interests and defenses in a Proceeding unless the Indemnitee shall have reasonably concluded that counsel employed by other officers and directors may not adequately represent the Indemnitee.

Defense of Claims. (a) The Company will shall be entitled to participate, at its own expense, expense to participate in any Proceeding of which it has notice. The Company jointly with any other indemnifying party similarly notified the defense of any Proceeding will be entitled or to assume the defense of the Indemnitee thereinthereof, with counsel reasonably satisfactory to the Indemnitee, by providing written notice to Indemnitee of its election to do so; provided, however, that if Indemnitee believes, after consultation with counsel selected by Indemnitee (which shall be paid for by the Company), that (i) the use of counsel chosen by the Company shall not be entitled to assume represent Indemnitee would present such counsel with an actual or potential conflict of interest, (ii) the defense of the Indemnitee named parties in any Proceeding if there has been a Change in Control or if such claim (including any impleaded parties) include both the Company and Indemnitee, and Indemnitee has reasonably concluded concludes that there may be a conflict one or more legal defenses available to him or her 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 interest between professional conduct then prevailing, then Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Proceeding) at the Company’s expense. Furthermore, if the Company and the Indemnitee with respect has elected to such Proceeding. The Company will not be liable to the Indemnitee under this Agreement for any Expenses incurred by the Indemnitee assume or participate in connection with the defense of any ProceedingProceeding but shall not, other than reasonable costs of investigation or as otherwise provided belowin fact, after notice from the Company have retained a law firm to the Indemnitee of its election to assume prosecute the defense of the Indemnitee therein. The such Proceeding within 30 days, then Indemnitee shall have the right be entitled to employ his own retain counsel (provided, however, Indemnitee shall not retain more than one law firm plus, if applicable, local counsel in respect of any such particular Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be ) at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Company; (ii) the Indemnitee shall have reasonably concluded ’s expense, provided that counsel employed by the Company may not adequately represent the Indemnitee and shall have so informed the Company; or (iii) the Company shall not in fact have employed counsel to assume the defense of the Indemnitee in such Proceeding, replace such counsel shall not in fact have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence. In each such case the fees and expenses of the Indemnitee’s counsel shall be advanced by the Company in accordance with the first sentence of this AgreementSection 8(a).

Defense of Claims. The Company will shall be entitled to participate, participate in the defense of any Claim relating to an Indemnifiable Event at its own expenseexpense and, in any Proceeding except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee (the consent to which shall not be unreasonably withheld by Indemnitee). After notice from the Company to Indemnitee of which it has notice. The Company jointly with any other indemnifying party similarly notified of any Proceeding will be entitled its election to assume the defense of the Indemnitee thereinany such Claim, with counsel reasonably satisfactory to the Indemnitee; provided, however, that the Company shall not be entitled to assume the defense of the Indemnitee in any Proceeding if there has been a Change in Control or if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee with respect to such Proceeding. The Company will not be liable to the Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by the Indemnitee in connection with the Indemnitee’s defense of any Proceeding, such Claim other than reasonable costs of investigation or as otherwise provided below, after notice from the Company to the Indemnitee of its election to assume the defense of the Indemnitee therein. The Indemnitee shall have the right to employ his its own legal counsel in any such ProceedingClaim, but the fees and expenses of all Expenses related to such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless Indemnitee’s own expense; provided, however, that if (i) the Indemnitee’s employment of its own legal counsel by the Indemnitee has been authorized by the Company; , (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Indemnitee shall have reasonably concluded that Company in the defense of such Claim, (iii) after a Change in Control, Indemnitee’s employment of its own counsel employed has been approved by the Company may not adequately represent the Indemnitee and shall have so informed the Company; Independent Counsel or (iiiiv) the Company shall not in fact have employed counsel to assume the defense of the such Claim, then Indemnitee shall be entitled to retain its own separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any such Proceeding, Claim) and all Expenses related to such counsel shall not in fact have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence. In each such case the fees and expenses of the Indemnitee’s separate counsel shall be advanced borne by the Company in accordance with this AgreementCompany.

Defense of Claims. The Company will be entitled to participate, at its own expensethe expense of the Company, in any Proceeding of which it the Company has notice. The Company jointly with any other indemnifying party similarly notified of any Proceeding will be entitled to assume the defense of the Indemnitee therein, with counsel reasonably satisfactory to the Indemnitee; provided, however, that the Company shall not be entitled to assume the defense of the Indemnitee in any Proceeding if there has been a Change in Control or if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee with respect to such Proceeding. The Company will not be liable to the Indemnitee under this Agreement for any Expenses incurred by the Indemnitee in connection with the defense of any Proceeding, other than reasonable costs of investigation or as otherwise provided below, after notice from the Company to the Indemnitee of its election to assume the defense of the Indemnitee therein. The Indemnitee shall have the right to employ his or her own counsel in any such Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Company; (ii) the Indemnitee shall have reasonably concluded that counsel employed by the Company may not adequately represent the Indemnitee and shall have so informed the Company; or (iii) the Company shall not in fact have employed counsel to assume the defense of the Indemnitee in such Proceeding, Proceeding or such counsel shall not not, in fact fact, have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence. In ; and in each such case the fees and expenses of the Indemnitee’s 's counsel shall be advanced by the Company in accordance with this AgreementCompany.

Defense of Claims. The Company Corporation will be entitled to participate, participate at its own expense, expense in any Proceeding of which it has notice. The Company Corporation, jointly with any other indemnifying party similarly notified of any Proceeding Proceeding, will be entitled to assume the defense of the Indemnitee therein, with counsel reasonably satisfactory to the such Indemnitee; provided, however, that the Company prior written consent of Indemnitee shall not be entitled required for the Corporation to assume the defense of the Indemnitee in any a Proceeding (i) if there has been a Change in Control in the Corporation, or (ii) if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company Corporation and the such Indemnitee, or between one Indemnitee and another, with respect to any Proceeding and has provided written notice thereof to the Corporation. After receipt of written notice from the Corporation to Indemnitee of the Corporation's election to assume the defense of such Proceeding. The Company Indemnitee in any Proceeding (including pending such Indemnitee's written consent to such assumption), the Corporation will not be liable to the such Indemnitee under this Agreement for any Expenses subsequently incurred by the such Indemnitee in connection with the defense of any Proceedingthereof, other than reasonable costs of investigation or as otherwise provided below, after notice from the Company to the Indemnitee of its election to assume the defense of the Indemnitee therein. The Indemnitee shall have the right to employ his own counsel in any such Proceeding, but the fees and expenses Expenses of such counsel incurred after receipt of written notice from the Company Corporation of its assumption of the defense thereof shall be at the expense of the such Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Company; (ii) the Indemnitee shall have reasonably concluded that counsel employed by the Company may not adequately represent the Indemnitee and shall have so informed the Company; or (iii) the Company shall not in fact have employed counsel to assume the defense of the Indemnitee in such Proceeding, such counsel shall not in fact have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence. In each such case the fees and expenses of the Indemnitee’s counsel shall be advanced by the Company in accordance with this Agreement.unless:

Defense of Claims. The Company Corporation will be entitled to participate, participate at its own expense, expense in any Proceeding of which it has notice. The Company Corporation, jointly with any other indemnifying party similarly notified of any Proceeding Proceeding, will be entitled to assume the defense of the Indemnitee therein, with counsel reasonably satisfactory to the such Indemnitee; provided, however, that the Company prior -------- ------- written consent of Indemnitee shall not be entitled required for the Corporation to assume the defense of the Indemnitee in any a Proceeding (i) if there has been a Change in Control in the Corporation, or (ii) if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company Corporation and the such Indemnitee, or between one Indemnitee and another, with respect to any Proceeding and has provided written notice thereof to the Corporation. After receipt of written notice from the Corporation to Indemnitee of the Corporation's election to assume the defense of such Proceeding. The Company Indemnitee in any Proceeding (including pending such Indemnitee's written consent to such assumption), the Corporation will not be liable to the such Indemnitee under this Agreement for any Expenses subsequently incurred by the such Indemnitee in connection with the defense of any Proceedingthereof, other than reasonable costs of investigation or as otherwise provided below, after notice from the Company to the Indemnitee of its election to assume the defense of the Indemnitee therein. The Indemnitee shall have the right to employ his own counsel in any such Proceeding, but the fees and expenses Expenses of such counsel incurred after receipt of written notice from the Company Corporation of its assumption of the defense thereof shall be at the expense of the such Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Company; (ii) the Indemnitee shall have reasonably concluded that counsel employed by the Company may not adequately represent the Indemnitee and shall have so informed the Company; or (iii) the Company shall not in fact have employed counsel to assume the defense of the Indemnitee in such Proceeding, such counsel shall not in fact have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence. In each such case the fees and expenses of the Indemnitee’s counsel shall be advanced by the Company in accordance with this Agreement.unless:

Defense of Claims. The To the extent the Company will so wishes, the Company shall be entitled to participate, participate in the defense of any Claim relating to an Indemnifiable Event at its own expenseexpense and, in any Proceeding of which except as otherwise provided below, it has noticemay select counsel and assume the defense thereof. The Where the Company jointly with any other indemnifying party similarly notified of any Proceeding will be entitled decides to assume the defense defense, notice of the such decisions should be provided to Indemnitee therein, with counsel reasonably satisfactory in writing. Following delivery of such notice to the Indemnitee; provided, however, that the Company shall not be entitled to assume the defense of the Indemnitee in any Proceeding if there has been a Change in Control or if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee with respect to such Proceeding. The Company will not be liable to the Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by the Indemnitee in connection with the Indemnitee’s defense of any Proceeding, such Claim other than reasonable costs of investigation or as otherwise provided below, after notice from the Company to the Indemnitee of its election to assume the defense of the Indemnitee therein. The Indemnitee shall have the right to employ his its own legal counsel in any such ProceedingClaim, but the fees and expenses of all Expenses related to such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless Indemnitee’s own expense; provided, however, that if (i) the Indemnitee’s employment of its own legal counsel by the Indemnitee has been authorized by the Company; Company and such authorization has not been withdrawn, (ii) the counsel for Indemnitee shall have provided the Company with a written legal opinion that there is, or there is reasonably concluded that likely to be, a conflict of interest between the Company and Indemnitee in the defense of such Claim, (iii) after a Change in Control, Indemnitee’s employment of its own counsel employed has been approved by the Company may not adequately represent the Indemnitee and shall have so informed the Company; Independent Counsel, or (iiiiv) the Company shall not in fact have employed counsel to assume the defense of such Claim, then Indemnitee shall be entitled to retain its own separate counsel (but not more than one law firm plus, if applicable and deemed reasonable by the Indemnitee Company or, after a Change in Control, the Independent Counsel, local counsel in respect of any such Proceeding, Claim) and all Expenses related to such counsel shall not in fact have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence. In each such case the fees and expenses of the Indemnitee’s separate counsel shall be advanced borne by the Company in accordance with this AgreementCompany.

Defense of Claims. The Company will be entitled to participate, at its own expense, in any Proceeding of which it has notice. The Company jointly with any other indemnifying party similarly notified of any Proceeding will be entitled to assume the defense of the Indemnitee therein, with counsel reasonably satisfactory to the Indemnitee; provided, however, that the Company shall not be entitled to assume the defense of the Indemnitee in any Proceeding if there has been a Change in Control or if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee with respect to such Proceeding. The Company will not be liable to the Indemnitee under this Agreement for any Expenses incurred by the Indemnitee in connection with the defense of any Proceeding, other than reasonable costs of investigation or as otherwise provided below, after notice from the Company to the Indemnitee of its election to assume the defense of the Indemnitee therein. The Indemnitee shall have the right to employ his own counsel in any such Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Company; (ii) the Indemnitee shall have reasonably concluded that counsel employed by the Company may not adequately represent the Indemnitee and shall have so informed the Company; or (iii) the Company shall not in fact have employed counsel to assume the defense of the Indemnitee in such Proceeding, such counsel shall not in fact have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence. In each such case the fees and expenses of the Indemnitee’s counsel shall be advanced by the Company in accordance with this Agreement.

Defense of Claims. The Company will be entitled to participate, at its own expense, in any Proceeding of which it has notice. The Company jointly with any other indemnifying party similarly notified of any Proceeding will be entitled to assume the defense of the Indemnitee therein, with counsel reasonably satisfactory to the Indemnitee; provided, however, that the Company shall not be entitled to assume the defense of the Indemnitee in any Proceeding if there has been a Change in Control or if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee with respect to such Proceeding. The Company will not be liable to the Indemnitee under this Agreement for any Expenses incurred by the Indemnitee in connection with the defense of any Proceeding, other than reasonable costs of investigation or as otherwise provided below, after notice from the Company to the Indemnitee of its election to assume the defense of the Indemnitee therein. The Indemnitee shall have the right to employ his own counsel in any such Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Company; (ii) the Indemnitee shall have reasonably concluded that counsel employed by the Company may not adequately represent the Indemnitee and shall have so informed the Company; or (iii) the Company shall not in fact have employed counsel to assume the defense of the Indemnitee in such ProceedingProceeding or the counsel employed by the Company shall not, such counsel shall not in fact fact, have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence. In ; and in each such case the fees and expenses of the Indemnitee’s counsel shall be advanced by the Company in accordance with this Agreement.

Defense of Claims. The Company will shall be entitled to participate, participate in the defense of any Claim relating to an Indemnifiable Event at its own expenseexpense and, in any Proceeding except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of which it has notice. The Company jointly with any other indemnifying party similarly notified of any Proceeding will be entitled its election to assume the defense of the Indemnitee thereinany Confidential Treatment Requested by HS Spinco, with counsel reasonably satisfactory Inc. Pursuant to the Indemnitee; provided17 C.F.R. Section 200.83 such Claim, however, that the Company shall not be entitled to assume the defense of the Indemnitee in any Proceeding if there has been a Change in Control or if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee with respect to such Proceeding. The Company will not be liable to the Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by the Indemnitee in connection with the Indemnitee’s defense of any Proceeding, such Claim other than reasonable costs of investigation or as otherwise provided below, after notice from the Company to the Indemnitee of its election to assume the defense of the Indemnitee therein. The Indemnitee shall have the right to employ his its own legal counsel in any such ProceedingClaim, but the fees and expenses of all Expenses related to such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless Indemnitee’s own expense; provided, however, that if (i) the Indemnitee’s employment of its own legal counsel by the Indemnitee has been authorized by the Company; , (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Indemnitee shall have reasonably concluded that Company in the defense of such Claim, (iii) after a Change in Control, Indemnitee’s employment of its own counsel employed has been approved by the Company may not adequately represent the Indemnitee and shall have so informed the Company; Independent Counsel or (iiiiv) the Company shall not in fact have employed counsel to assume the defense of the such Claim, then Indemnitee shall be entitled to retain its own separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any such Proceeding, Claim) and all Expenses related to such counsel shall not in fact have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence. In each such case the fees and expenses of the Indemnitee’s separate counsel shall be advanced borne by the Company in accordance with this AgreementCompany.

Defense of Claims. The Company will be entitled to participate, at its own expense, the expense of the Company in any Proceeding of which it the Company has notice. The Company jointly with any other indemnifying party similarly notified of any Proceeding will be entitled to assume the defense of the Indemnitee therein, with counsel reasonably satisfactory to the Indemnitee; provided, however, that the Company shall not be entitled to assume the defense of the Indemnitee in any Proceeding if there has been a Change in Control or if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee with respect to such Proceeding. The Company will not be liable to the Indemnitee under this Agreement for any Expenses incurred by the Indemnitee in connection with the defense of any Proceeding, other than reasonable costs of investigation or as otherwise provided below, after notice from the Company to the Indemnitee of its election to assume the defense of the Indemnitee therein. The Indemnitee shall have the right to employ his own counsel in any such Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Company; (ii) the Indemnitee shall have reasonably concluded that counsel employed by the Company may not adequately represent the Indemnitee and shall have so informed the Company; or (iii) the Company shall not in fact have employed counsel to assume the defense of the Indemnitee in such Proceeding, Proceeding or such counsel shall not not, in fact fact, have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence. In ; and in each such case the fees and expenses of the Indemnitee’s 's counsel shall be advanced by the Company in accordance with this AgreementCompany.

Defense of Claims. The With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate, participate in the Proceeding at its own expenseexpense and except as otherwise provided below, in any Proceeding to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of which it has notice. The Company jointly with any other indemnifying party similarly notified of any Proceeding will be entitled its election to assume the defense of the Indemnitee thereinany Proceeding, with counsel reasonably satisfactory to the Indemnitee; provided, however, that the Company shall not be entitled to assume the defense of the Indemnitee in any Proceeding if there has been a Change in Control or if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee with respect to such Proceeding. The Company will not be liable to the Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by the Indemnitee in connection with the defense of any Proceeding, such Proceeding other than reasonable costs of investigation or as otherwise provided below, after notice from the Company to the Indemnitee of its election to assume the defense of the Indemnitee therein. The Indemnitee shall have the right to employ his own legal counsel in any such Proceeding, but the fees and expenses of such counsel all Expenses related thereto incurred after notice from the Company of its assumption of the defense thereof shall be at the Indemnitee’s expense of the Indemnitee unless unless: (i) the employment of legal counsel by the Indemnitee has been authorized by the Company; , (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee shall have reasonably concluded that counsel employed has been approved by the Company may not adequately represent the Indemnitee and shall have so informed the Company; Independent Counsel, or (iiiiv) the Company shall not in fact have employed counsel to assume the defense of the Indemnitee in such Proceeding, such counsel in each of which cases all Expenses of the Proceeding shall not in fact have assumed such defense or such counsel be borne by the Company. The Company shall not be acting, in connection therewith, with reasonable diligence. In each such case entitled to assume the fees and expenses defense of any Proceeding brought by or on behalf of the Indemnitee’s counsel Company or as to which Indemnitee shall be advanced by have made the Company determination provided for in accordance with this Agreement(ii), (iii) and (iv) above.

Defense of Claims. The Company will be entitled to participate, at its own expense, in any Proceeding of which it has notice. The Company jointly with any other indemnifying party similarly notified of any Proceeding will be entitled to assume the defense of the Indemnitee therein, with counsel reasonably satisfactory to the Indemnitee; provided, however, that the Company shall not be entitled to assume the defense of the Indemnitee in any Proceeding if there has been a Change in Control or if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee with respect to such Proceeding. The Company will not be liable to the Indemnitee under this Agreement for any Expenses incurred by the Indemnitee in connection with the defense of any Proceeding, other than reasonable costs of investigation or as otherwise provided below, after notice from the Company to the Indemnitee of its election to assume the defense of the Indemnitee therein. The Indemnitee shall have the right to employ his own counsel in any such Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Company; (ii) the Indemnitee shall have reasonably concluded that counsel employed by the Company may not adequately represent the Indemnitee and shall have so informed the Company; or (iii) the Company shall not in fact have employed counsel to assume the defense of the Indemnitee in such Proceeding, Proceeding or such counsel shall not not, in fact fact, have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence. In ; and in each such case the fees and expenses of the Indemnitee’s 's counsel shall be advanced by the Company in accordance with this Agreement.

Defense of Claims. The Company Corporation will be entitled to participate, participate at its own expense, expense in any Proceeding of which it has notice. The Company Corporation, jointly with any other indemnifying party similarly notified of any Proceeding Proceeding, will be entitled to assume the defense of the any Indemnitee therein, with counsel reasonably satisfactory to the such Indemnitee; providedPROVIDED, howeverHOWEVER, that the Company prior written consent of the Indemnitee shall not be entitled required for the Corporation to assume the defense of the an Indemnitee in any a Proceeding (i) if there has been a Change in Control in the Corporation, or (ii) if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company Corporation and the such Indemnitee, or between one Indemnitee and another, with respect to any Proceeding and has provided written notice thereof to the Corporation. After receipt of written notice from the Corporation to an Indemnitee of the Corporation's election to assume the defense of such Indemnitee in any Proceeding. The Company , the Corporation will not be liable to the such Indemnitee under this Agreement for any Expenses subsequently incurred by the such Indemnitee in connection with the defense of any Proceedingthereof, other than reasonable costs of investigation or as otherwise provided below, after notice from the Company to the Indemnitee of its election to assume the defense of the Indemnitee therein. The An Indemnitee shall have the right to employ his own counsel in any such Proceeding, but the fees and expenses of such counsel incurred after receipt of written notice from the Company Corporation of its assumption of the defense thereof shall be at the expense of the such Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Company; (ii) the Indemnitee shall have reasonably concluded that counsel employed by the Company may not adequately represent the Indemnitee and shall have so informed the Company; or (iii) the Company shall not in fact have employed counsel to assume the defense of the Indemnitee in such Proceeding, such counsel shall not in fact have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence. In each such case the fees and expenses of the Indemnitee’s counsel shall be advanced by the Company in accordance with this Agreement.unless:

Defense of Claims. The Company will be entitled to participate, ------------------ at its own expensethe expense of the Company, in any Proceeding of which it the Company has notice. The Company jointly with any other indemnifying party similarly notified of any Proceeding will be entitled to assume the defense of the Indemnitee therein, with counsel reasonably satisfactory to the Indemnitee; provided, however, that the Company shall not be entitled to assume the defense of the Indemnitee in any Proceeding if there has been a Change in Control or if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee with respect to such Proceeding. The Company will not be liable to the Indemnitee under this Agreement for any Expenses incurred by the Indemnitee in connection with the defense of any Proceeding, other than reasonable costs of investigation or as otherwise provided below, after notice from the Company to the Indemnitee of its election to assume the defense of the Indemnitee therein. The Indemnitee shall have the right to employ his or her own counsel in any such Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Company; (ii) the Indemnitee shall have reasonably concluded that counsel employed by the Company may not adequately represent the Indemnitee and shall have so informed the Company; or (iii) the Company shall not in fact have employed counsel to assume the defense of the Indemnitee in such Proceeding, Proceeding or such counsel shall not not, in fact fact, have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence. In ; and in each such case the fees and expenses of the Indemnitee’s 's counsel shall be advanced by the Company in accordance with this AgreementCompany.

Defense of Claims. The Company will be entitled to participate, ----------------- at its own expensethe expense of the Company, in any Proceeding of which it the Company has notice. The Company jointly with any other indemnifying party similarly notified of any Proceeding will be entitled to assume the defense of the Indemnitee therein, with counsel reasonably satisfactory to the Indemnitee; provided, however, that the Company shall not be entitled to assume the defense of the Indemnitee in any Proceeding if there has been a Change in Control or if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee with respect to such Proceeding. The Company will not be liable to the Indemnitee under this Agreement for any Expenses incurred by the Indemnitee in connection with the defense of any Proceeding, other than reasonable costs of investigation or as otherwise provided below, after notice from the Company to the Indemnitee of its election to assume the defense of the Indemnitee therein. The Indemnitee shall have the right to employ his or her own counsel in any such Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Company; (ii) the Indemnitee shall have reasonably concluded that counsel employed by the Company may not adequately represent the Indemnitee and shall have so informed the Company; or (iii) the Company shall not in fact have employed counsel to assume the defense of the Indemnitee in such Proceeding, Proceeding or such counsel shall not not, in fact fact, have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence. In ; and in each such case the fees and expenses of the Indemnitee’s 's counsel shall be advanced by the Company in accordance with this AgreementCompany.

Defense of Claims. The Company will shall be entitled to participate, participate in the defense of any Claim relating to an Indemnifiable Event at its own expenseexpense and, in any Proceeding of which except as otherwise provided below, to the extent the Company so wishes, it has notice. The Company may assume the defense thereof, solely or jointly with any other indemnifying party similarly notified of any Proceeding will be entitled to assume the defense of the Indemnitee thereinparty, with counsel reasonably satisfactory to Indemnitee. After notice from the Indemnitee; providedCompany to Indemnitee of its election to assume the defense of any such Claim, however, that the Company shall not be entitled to assume the defense of the Indemnitee in any Proceeding if there has been a Change in Control or if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee with respect to such Proceeding. The Company will not be liable to the Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by the Indemnitee in connection with the Indemnitee's defense of any Proceeding, such Claim other than reasonable costs of investigation or as otherwise provided below, after notice from the Company to the Indemnitee of its election to assume the defense of the Indemnitee therein. The Indemnitee shall have the right to employ his its own legal counsel in any such ProceedingClaim, but the fees and expenses of all Expenses related to such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless Indemnitee's own expense; provided, however, that if (i) the Indemnitee's employment of its own legal counsel by the Indemnitee has been authorized by the Company; , (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Indemnitee shall have reasonably concluded that Company in the defense of such Claim, (iii) after a Change in Control, Indemnitee's employment of its own counsel employed has been approved by the Company may not adequately represent the Indemnitee and shall have so informed the Company; Independent Counsel, or (iiiiv) the Company shall not in fact have employed counsel to assume the defense of such Claim within a reasonable period of time after notice from the Company to Indemnitee of its election to assume the defense of any such Claim, then Indemnitee shall be entitled to retain its own separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any such Proceeding, Claim) and all Expenses related to such counsel shall not in fact have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence. In each such case the fees and expenses of the Indemnitee’s separate counsel shall be advanced borne by the Company in accordance with this AgreementCompany.

Defense of Claims. The Company will be entitled to participate, at its own expense, in any Proceeding of which it has notice. The Company Company, jointly with any other indemnifying party similarly notified of any Proceeding Proceeding, will be entitled to assume the defense of the Indemnitee therein, with counsel reasonably satisfactory to the Indemnitee, upon delivery of written notice to Indemnitee of its election to do so; provided, however, that the Company shall not be entitled to assume the defense of the Indemnitee in any Proceeding if there has been a Change in Control or if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee with respect to such Proceeding. The After notice from the Company to the Indemnitee of its election to assume the defense of the Indemnitee and the retention by the Company of counsel reasonably satisfactory to Indemnitee, the Company will not be liable to the Indemnitee under this Agreement for any Expenses incurred thereafter by the Indemnitee in connection with the defense of any Proceeding, other than reasonable costs of investigation or as otherwise provided below. Notwithstanding the foregoing, after notice from the Company to the Indemnitee of its election to assume the defense of the Indemnitee therein. The Indemnitee shall have the right to employ his own counsel in any such Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless Proceeding if (i) the employment of counsel by the Indemnitee has been authorized by the Company; (ii) the Indemnitee shall have reasonably concluded that counsel employed by the Company may not adequately represent the Indemnitee due to a conflict of interest between the Company and the Indemnitee with respect to such Proceeding and shall have so informed the Company; or (iii) the Company shall not in fact have employed counsel to assume the defense of the Indemnitee in such ProceedingProceeding or the counsel employed by the Company shall not, such counsel shall not in fact fact, have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence. In ; and in each such case the fees and expenses of the Indemnitee’s counsel shall be an Expense under this Agreement and shall therefore be advanced by the Company in accordance with this Agreement.

Defense of Claims. The Company will shall be entitled to participate, participate in the defense of any Claim relating to an Indemnifiable Event at its own expenseexpense and, in any Proceeding of which except as otherwise provided below, to the extent the Company so wishes, it has notice. The Company jointly with any other indemnifying party similarly notified of any Proceeding will be entitled to may assume the defense of the Indemnitee therein, thereof with counsel reasonably satisfactory to the Indemnitee; provided, however, that the Company shall not be entitled to assume the defense of the Indemnitee in any Proceeding if there has been a Change in Control or if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee with respect to such Proceeding. The Company will not be liable to the Indemnitee under this Agreement for any Expenses incurred by the Indemnitee in connection with the defense of any Proceeding, other than reasonable costs of investigation or as otherwise provided below, after After notice from the Company to the Indemnitee of its election to assume the defense of any such Claim and the identification of the counsel that the Company intends to retain to provide such defense, the Company shall not be liable to Indemnitee thereinunder this Agreement or otherwise for any Expenses subsequently directly incurred by Indemnitee in connection with Indemnitee’s defense of such Claim other than (i) reasonable costs of investigation, (ii) reasonable costs incurred in connection with the exercise by Indemnitee of Indemnitee’s right to determine (a) whether such counsel is reasonable satisfactory to Indemnitee, (b) whether any conflicts of interest may exist between Indemnitee and the Company in the defense of the Claim and/or (c) whether such counsel is adequately and effectively providing the defense of such Claim and acting in a competent manner, or (iii) as otherwise provided below. The Indemnitee shall have the right to employ his its own legal counsel in any such ProceedingClaim, but (except as provided in the fees and expenses of immediately preceding sentence or as otherwise provided below in this sentence) all Expenses related to such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless Indemnitee’s own expense; provided, however, that if (i) the Indemnitee’s employment of its own legal counsel by the Indemnitee has been authorized by the Company; , (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Indemnitee shall have reasonably concluded that Company in the defense of such Claim, (iii) after a Change in Control, Indemnitee’s employment of its own counsel employed has been approved by the Company may not adequately represent the Indemnitee and shall have so informed the Company; or Independent Counsel (iiiiv) the Company shall not in fact have employed counsel reasonably satisfactory to Indemnitee, to assume the defense of the Indemnitee in such Proceeding, Claim and/or such counsel shall fail to adequately or effectively provide the defense of such Claim or otherwise fail to act in a competent manner, or (v) the Company is in breach of its obligations under this Agreement, then Indemnitee shall be entitled to retain its own separate counsel (but not more than one law firm plus, if applicable, local counsel in fact have assumed respect of any such defense or Claim) and all Expenses related to such counsel shall not be acting, in connection therewith, with reasonable diligence. In each such case the fees and expenses of the Indemnitee’s separate counsel shall be advanced borne by the Company in accordance with this Agreement.Company. Indemnification Agreement | 6

Defense of Claims. The Company will shall be entitled to participate, at its own expense, participate in any Proceeding of which it has notice. The Company jointly with any other indemnifying party similarly notified the defense of any Proceeding will be entitled Indemnifiable Claim or to assume the defense of the Indemnitee thereinthereof, with counsel reasonably satisfactory to the Indemnitee; providedprovided that if Indemnitee believes, howeverafter consultation with counsel selected by Indemnitee, that (a) the use of counsel chosen by the Company shall not to represent Indemnitee would present such counsel with an actual or potential conflict, (b) any such representation by such counsel would be entitled to assume precluded under the defense applicable standards of the Indemnitee in any Proceeding professional conduct then prevailing, (c) if there has been a Change in Control or if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee with respect to such Proceeding. The Company will not be liable to the Indemnitee under this Agreement for any Expenses incurred by the Indemnitee in connection with the defense of any ProceedingControl, other than reasonable costs of investigation or as otherwise provided below, after notice from the Company to the Indemnitee of its election to assume the defense of the Indemnitee therein. The Indemnitee shall have the right to employ his own counsel in any such Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Company; (ii) the Indemnitee shall have reasonably concluded that counsel employed by the Company may not adequately represent the Indemnitee and shall have so informed the Company; or (iiid) the Company shall not in fact have employed counsel to assume the defense of the Indemnifiable Claim, then Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in such Proceeding, such counsel shall not in fact have assumed such defense or such counsel respect of any particular Indemnifiable Claim) at the Company’s expense. The Company shall not be actingliable to Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Indemnifiable Claim effected without the Company’s prior written consent, which shall not be unreasonably withheld; provided, however, that if a Change of Control has occurred, the Company shall be liable for indemnification of the Indemnitee for amounts paid in connection therewith, with reasonable diligencesettlement if the Independent Counsel has approved the settlement. In each such case The Company shall not settle any Indemnifiable Claim in any manner that would impose any Losses on the fees and expenses of Indemnitee without the Indemnitee’s counsel shall be advanced by the Company in accordance with this Agreementprior written consent.

Defense of Claims. The In the event the Company will shall be entitled obligated to participate, at its own expense, pay Expenses in connection with any Proceeding of which it has notice. The against Indemnitee, the Company jointly with any other indemnifying party similarly notified of any Proceeding will shall be entitled to assume the defense of the Indemnitee thereinsuch Proceeding, with counsel reasonably satisfactory to the approved by Indemnitee; provided, however, that the Company which approval shall not be entitled unreasonably withheld or delayed, upon the delivery to assume Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the defense 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 Proceeding such proceeding at Indemnitee’s expense; and (ii) if there (A) the employment of counsel by Indemnitee has been a Change in Control or if previously authorized by the Company, (B) Indemnitee has shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee with respect to such Proceeding. The Company will not be liable to the Indemnitee under this Agreement for any Expenses incurred by the Indemnitee in connection with the defense conduct of any Proceeding, other than reasonable costs of investigation or as otherwise provided below, after notice from the Company to the Indemnitee of its election to assume the such defense of the Indemnitee therein. The Indemnitee shall have the right to employ his own counsel in any such Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Company; (ii) the Indemnitee shall have reasonably concluded that counsel employed by the Company may not adequately represent the Indemnitee and shall have so informed the Company; or (iiiC) the Company shall not not, in fact fact, have employed counsel to assume the defense of the Indemnitee in such Proceedingproceeding, such counsel shall not in fact have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence. In each such case then the fees and expenses of the Indemnitee’s counsel shall be advanced by at the expense of the Company. The Company will be entitled to participate in any Proceeding at its own expense. The Company shall not settle any Proceeding (in whole or in part) which would impose any Expense, Liability or limitation on Indemnitee without Indemnitee’s prior written consent, such consent not to be unreasonably withheld. Indemnitee shall not settle any Proceeding (in whole or in part) which would impose any Expense, Liability or limitation on the Company in accordance with this Agreementwithout the Company’s prior written consent, such consent not to be unreasonably withheld.

Defense of Claims. The Company will shall be entitled to participate, participate in the defense of any Claim relating to an Indemnifiable Event at its own expenseexpense and, in any Proceeding of which except as otherwise provided below, to the extent the Company so wishes, it has notice. The Company jointly with any other indemnifying party similarly notified of any Proceeding will be entitled to may assume the defense of the Indemnitee therein, thereof with counsel reasonably satisfactory to the Indemnitee; provided, however, that the Company shall not be entitled to assume the defense of the Indemnitee in any Proceeding if there has been a Change in Control or if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee with respect to such Proceeding. The Company will not be liable to the Indemnitee under this Agreement for any Expenses incurred by the Indemnitee in connection with the defense of any Proceeding, other than reasonable costs of investigation or as otherwise provided below, after After notice from the Company to the Indemnitee of its election to assume the defense of any such Claim and the identification of the counsel that the Company intends to retain to provide such defense, the Company shall not be liable to Indemnitee thereinunder this Agreement or otherwise for any Expenses subsequently directly incurred by Indemnitee in connection with Indemnitee's defense of such Claim other than (i) reasonable costs of investigation, (ii) reasonable costs incurred in connection with the exercise by Indemnitee of Indemnitee's right to determine (a) whether such counsel is reasonable satisfactory to Indemnitee, (b) whether any conflicts of interest may exist between Indemnitee and the Company in the defense of the Claim and/or (c) whether such counsel is adequately and effectively providing the defense of such Claim and acting in a competent manner, or (iii) as otherwise provided below. The Indemnitee shall have the right to employ his its own legal counsel in any such ProceedingClaim, but (except as provided in the fees and expenses of immediately preceding sentence or as otherwise provided below in this sentence) all Expenses related to such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless Indemnitee's own expense; provided, however, that if (i) the Indemnitee's employment of its own legal counsel by the Indemnitee has been authorized by the Company; , (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Indemnitee shall have reasonably concluded that Company in the defense of such Claim, (iii) after a Change in Control, Indemnitee's employment of its own counsel employed has been approved by the Company may not adequately represent the Indemnitee and shall have so informed the Company; or Independent Counsel, (iiiiv) the Company shall not in fact have employed counsel reasonably satisfactory to Indemnitee, to assume the defense of the Indemnitee in such Proceeding, Claim and/or such counsel shall fail to adequately or effectively provide the defense of such Claim or otherwise fail to act in a competent manner, or (v) the Company is in breach of its obligations under this Agreement, then Indemnitee shall be entitled to retain its own separate counsel (but not more than one law firm plus, if applicable, local counsel in fact have assumed respect of any such defense or Claim) and all Expenses related to such counsel shall not be acting, in connection therewith, with reasonable diligence. In each such case the fees and expenses of the Indemnitee’s separate counsel shall be advanced borne by the Company in accordance with this AgreementCompany.

Defense of Claims. The Company will be entitled to participate, at its own expense, in any Proceeding of which it has notice. The Company jointly with any other indemnifying party similarly notified of any Proceeding will be entitled to assume the defense of the Indemnitee therein, with counsel reasonably satisfactory to the Indemnitee, upon delivery of written notice to Indemnitee of its election to do so; provided, however, that the Company shall not be entitled to assume the defense of the Indemnitee in any Proceeding if there has been a Change in Control or if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee with respect to such Proceeding. The After notice from the Company to Indemnitee of its election to assume the defense of Indemnitee and the retention by the Company of counsel reasonably satisfactory to Indemnitee, the Company will not be liable to the Indemnitee under this Agreement for any Expenses incurred thereafter by the Indemnitee in connection with the defense of any Proceeding, other than reasonable costs of investigation or as otherwise provided below. Notwithstanding the foregoing, after notice from the Company to the Indemnitee of its election to assume the defense of the Indemnitee therein. The Indemnitee shall have the right to employ his own counsel in any such Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless Proceeding if (i) the employment of counsel by the Indemnitee has been authorized by the Company; (ii) the Indemnitee shall have reasonably concluded that counsel employed by the Company may not adequately represent the Indemnitee and shall have so informed the Company; or (iii) the Company shall not in fact have employed counsel to assume the defense of the Indemnitee in such ProceedingProceeding or the counsel employed by the Company shall not, such counsel shall not in fact fact, have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence. In ; and in each such case the fees and expenses of the Indemnitee’s 's counsel shall be an Expense under this Agreement and shall therefore be advanced by the Company in accordance with this Agreement. If Indemnitee employs his own counsel pursuant to the prior sentence, Indemnitee shall use good faith efforts to utilize the same counsel as other similarly situated officers and directors of the Company who have similar interests and defenses in a Proceeding unless Indemnitee shall have reasonably concluded that counsel employed by other officers and directors may not adequately represent Indemnitee.

Defense of Claims. The Company will be entitled to participate, at its own expensethe expense of the Company, in any Proceeding of which it the Company has notice. The Company jointly with any other indemnifying party similarly notified of any Proceeding will be entitled to assume the defense of the Indemnitee therein, with counsel reasonably satisfactory to the Indemnitee; provided, however, that the Company shall not be entitled to assume the defense of the Indemnitee in any Proceeding if there has been a Change in Control or if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee with respect to such Proceeding. The Company will not be liable to the Indemnitee under this Agreement for any Expenses incurred by the Indemnitee in connection with the defense of any Proceeding, other than reasonable costs of investigation or as otherwise provided below, after notice from the Company to the Indemnitee of its election to assume the defense of the Indemnitee therein. The Indemnitee shall have the right to employ his or her own counsel in any such ProceedingPro ceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment employ ment of counsel by the Indemnitee has been authorized by the Company; (ii) the Indemnitee shall have reasonably concluded that counsel employed by the Company may not adequately represent the Indemnitee and shall have so informed the Company; or (iii) the Company shall not in fact have employed counsel to assume the defense of the Indemnitee in such Proceeding, Proceeding or such counsel shall not not, in fact fact, have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence. In ; and in each such case the fees and expenses of the Indemnitee’s 's counsel shall be advanced by the Company in accordance with this AgreementCompany.

Defense of Claims. The Company will be entitled to participate, at its own expensethe expense of the Company (and the Partnership as provided pursuant to Section IV.A. hereof), in any Proceeding of which it the Company has notice. The Company jointly with any other indemnifying party similarly notified of any Proceeding will be entitled to assume the defense of the Indemnitee therein, with counsel reasonably satisfactory to the Indemnitee; provided, however, that the Company shall not be entitled to assume the defense of the Indemnitee in any Proceeding if there has been a Change in Control or if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee with respect to such Proceeding. The Company and the Partnership will not be liable to the Indemnitee under this Agreement for any Expenses incurred by the Indemnitee in connection with the defense of any Proceeding, other than reasonable costs of investigation or as otherwise provided below, after notice from the Company to the Indemnitee of its election to assume the defense of the Indemnitee therein. The Indemnitee shall have the right to employ his or her own counsel in any such Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Company; (ii) the Indemnitee shall have reasonably concluded that counsel employed by the Company may not adequately represent the Indemnitee and shall have so informed the Company; or (iii) the Company shall not in fact have employed counsel to assume the defense of the Indemnitee in such Proceeding, Proceeding or such counsel shall not not, in fact fact, have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence. In ; and in each such case the fees and expenses of the Indemnitee’s 's counsel shall be advanced by the Company in accordance with this Agreementand the Partnership.

Defense of Claims. The Company will shall be entitled to participate, participate in the defense of any Claim relating to an Indemnifiable Event at its own expenseexpense and, in any Proceeding except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Exhibit 10.1 Company to Indemnitee of which it has notice. The Company jointly with any other indemnifying party similarly notified of any Proceeding will be entitled its election to assume the defense of the Indemnitee thereinany Claim, with counsel reasonably satisfactory to the Indemnitee; provided, however, that the Company shall not be entitled to assume the defense of the Indemnitee in any Proceeding if there has been a Change in Control or if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee with respect to such Proceeding. The Company will not be liable to the Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by the Indemnitee in connection with the Indemnitee’s defense of any Proceeding, the Claim other than reasonable costs of investigation or as otherwise provided below, after notice from the Company to the Indemnitee of its election to assume the defense of the Indemnitee therein. The Indemnitee shall have the right to employ his its own legal counsel in any such Proceedingthe Claim, but the fees and expenses of all Expenses related to such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless Indemnitee’s own expense; provided, however, that if (i) the Indemnitee’s employment of Indemnitee’s own legal counsel by the Indemnitee has been authorized by the Company; , (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Indemnitee shall have reasonably concluded that Company in the defense of the Claim, (iii) after a Change in Control, Indemnitee’s employment of Indemnitee’s own counsel employed has been approved by the Company may not adequately represent the Indemnitee and shall have so informed the Company; Independent Counsel or (iiiiv) the Company shall not in fact have employed counsel to assume the defense of the Claim, then Indemnitee in such Proceeding, such counsel shall not in fact have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence. In each such case the fees and expenses of the entitled to retain Indemnitee’s own separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any Claim) and all Expenses related to the separate counsel shall be advanced borne by the Company in accordance with this AgreementCompany.

Defense of Claims. The Company will shall be entitled to participate, participate in the defense of any Claim relating to an Indemnifiable Event at its own expenseexpense and, in any Proceeding except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof (including representation of which it has noticethe Indemnitee) with counsel reasonably satisfactory to Indemnitee. The After notice from the Company jointly with any other indemnifying party similarly notified to Indemnitee of any Proceeding will be entitled its election to assume the defense of the Indemnitee thereinany such Claim, with counsel reasonably satisfactory to the Indemnitee; provided, however, that the Company shall not be entitled to assume the defense of the Indemnitee in any Proceeding if there has been a Change in Control or if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee with respect to such Proceeding. The Company will not be liable to the Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by the Indemnitee in connection with the Indemnitee’s defense of any Proceeding, such Claim other than reasonable costs of investigation or as otherwise provided below, after notice from the Company to the Indemnitee of its election to assume the defense of the Indemnitee therein. The Indemnitee shall have the right to employ his its own legal counsel in any such ProceedingClaim, but the fees and expenses of all Expenses related to such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless Indemnitee’s own expense; provided, however, that if (i) the Indemnitee’s employment of its own legal counsel by the Indemnitee has been authorized by the Company; , (ii) Indemnitee has reasonably determined, with advice of counsel, that there may be a conflict of interest between Indemnitee and the Indemnitee shall have reasonably concluded that Company in the defense of such Claim (including for any Claim asserted by or in the right of the Company), (iii) after a Change in Control, Indemnitee’s employment of its own counsel employed has been approved by the Company may not adequately represent the Indemnitee and shall have so informed the Company; Independent Counsel or (iiiiv) the Company shall not in fact have employed counsel to assume the defense of the such Claim, then Indemnitee shall be entitled to retain its own separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any such Proceeding, Claim) and all Expenses related to such counsel shall not in fact have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence. In each such case the fees and expenses of the Indemnitee’s separate counsel shall be advanced borne by the Company in accordance with this AgreementCompany.

Defense of Claims. The Company will shall be entitled to participate, participate in the defense of any Claim relating to an Indemnifiable Event at its own expenseexpense and, in any Proceeding of which except as otherwise provided below, to the extent the Company so wishes, it has notice. The Company may assume the defense thereof, solely or jointly with any other indemnifying party similarly notified of any Proceeding will be entitled to assume the defense of the Indemnitee thereinparty, with counsel reasonably satisfactory to Indemnitee. After notice from the Indemnitee; providedCompany to Indemnitee of its election to assume the defense of any such Claim, however, that the Company shall not be entitled to assume the defense of the Indemnitee in any Proceeding if there has been a Change in Control or if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee with respect to such Proceeding. The Company will not be liable to the Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by the Indemnitee in connection with the Indemnitee’s defense of any Proceeding, such Claim other than reasonable costs of investigation or as otherwise provided below, after notice from the Company to the Indemnitee of its election to assume the defense of the Indemnitee therein. The Indemnitee shall have the right to employ his its own legal counsel in any such ProceedingClaim, but the fees and expenses of all Expenses related to such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless Indemnitee’s own expense; provided, however, that if (i) the Indemnitee’s employment of its own legal counsel by the Indemnitee has been authorized by the Company; , (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Indemnitee shall have reasonably concluded that Company in the defense of such Claim, (iii) Indemnitee’s employment of its own counsel employed has been approved by the Company may not adequately represent the Indemnitee and shall have so informed the Company; Independent Counsel, or (iiiiv) the Company shall not in fact have employed counsel to assume the defense of such Claim within a reasonable period of time after notice from the Company to Indemnitee of its election to assume the defense of any such Claim, then Indemnitee shall be entitled to retain its own separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any such Proceeding, Claim) and all Expenses related to such counsel shall not in fact have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence. In each such case the fees and expenses of the Indemnitee’s separate counsel shall be advanced borne by the Company in accordance with this AgreementCompany.

Defense of Claims. The Company will be entitled to participate, at its own expense, in any Proceeding of which it has notice. The Company Company, jointly with any other indemnifying party similarly notified of any Proceeding Proceeding, will be entitled to assume the defense of the Indemnitee therein, with counsel reasonably satisfactory to the Indemnitee, upon delivery of written notice to Indemnitee of its election to do so; provided, however, that the Company shall not be entitled to assume the defense of the Indemnitee in any Proceeding if there has been a Change in Control or if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee with respect to such Proceeding. The After notice from the Company to the Indemnitee of its election to assume the defense of the Indemnitee and the retention by the Company of counsel reasonably satisfactory to Indemnitee, the Company will not be liable to the Indemnitee under this Agreement for any Expenses incurred thereafter by the Indemnitee in connection with the defense of any Proceeding, other than reasonable costs of investigation or as otherwise provided below. Notwithstanding the foregoing, after notice from the Company to the Indemnitee of its election to assume the defense of the Indemnitee therein. The Indemnitee shall have the right to employ his own counsel in any such Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless Proceeding if (i) the employment of counsel by the Indemnitee has been authorized by the Company; (ii) the Indemnitee shall have reasonably concluded that counsel employed by the Company may not adequately represent the Indemnitee due to a conflict of interest between the Company and the Indemnitee with respect to such Proceeding and shall have so informed the Company; or (iii) the Company shall not in fact have employed counsel to assume the defense of the Indemnitee in such ProceedingProceeding or the counsel employed by the Company shall not, such counsel shall not in fact fact, have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence. In ; and in each such case the fees and expenses of the Indemnitee’s 's counsel shall be an Expense under this Agreement and shall therefore be advanced by the Company in accordance with this Agreement.

Defense of Claims. The Company will be entitled to participate, participate in the Proceeding at its own expense, in any Proceeding of which it has notice. The Company jointly with any other indemnifying party similarly notified of any Proceeding will be entitled or to assume the defense of the Indemnitee thereinany Proceeding, with counsel reasonably satisfactory consented to by Indemnitee (such consent not to be unreasonably withheld) upon the Indemnitee; provided, however, that delivery by the Company shall to Indemnitee of written notice of the Company’s election to do so. After delivery of such notice, consent to such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be entitled liable to assume Indemnitee under this Agreement for any fees or expenses of counsel subsequently incurred by Indemnitee with respect to such Proceeding; provided that (i) Indemnitee shall have the defense right to employ separate counsel in respect of the Indemnitee in any Proceeding at Indemnitee’s expense and (ii) if there (A) the employment of counsel by Indemnitee has been a Change previously authorized in Control writing by the Company or if the (B) Indemnitee has shall have reasonably concluded upon the advice of counsel that there may be is a conflict of interest between the Company and the Indemnitee with respect to such Proceeding. The Company will not be liable to the Indemnitee under this Agreement for any Expenses incurred by the Indemnitee in connection with the conduct of the defense of any Proceeding, other than reasonable costs of investigation or as otherwise provided below, after notice from the Company to the Indemnitee of its election to assume the defense of the Indemnitee therein. The Indemnitee shall have the right to employ his own counsel in any such Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Company; (ii) the Indemnitee shall have reasonably concluded that counsel employed by the Company may not adequately represent the Indemnitee and shall have so informed the Company; or (iii) the Company shall not then in fact have employed counsel to assume the defense of the Indemnitee in such Proceeding, such counsel shall not in fact have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence. In each such case the fees and expenses of the Indemnitee’s counsel shall be advanced by at the Company’s expense. The Company shall not settle any action, claim or Proceeding (in accordance with this Agreementwhole or in part) which would impose any Expense, judgment, fine, penalty or limitation on Indemnitee without Indemnitee’s prior written consent, such consent not to be unreasonably withheld. Indemnitee shall not settle any action, claim or Proceeding (in whole or in part) without the Company’s prior written consent, such consent not to be unreasonably withheld.

Defense of Claims. The Company will be entitled to ----------------- participate, at its own expensethe expense of the Company, in any Proceeding of which it the Company has notice. The Company jointly with any other indemnifying party similarly notified of any Proceeding will be entitled to assume the defense of the Indemnitee therein, with counsel reasonably satisfactory to the Indemnitee; provided, however, that the Company shall not be entitled to assume the defense of the Indemnitee in any Proceeding if there has been a Change in Control or if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee with respect to such Proceeding. The Company will not be liable to the Indemnitee under this Agreement for any Expenses incurred by the Indemnitee in connection with the defense of any Proceeding, other than reasonable costs of investigation or as otherwise provided below, after notice from the Company to the Indemnitee of its election to assume the defense of the Indemnitee therein. The Indemnitee shall have the right to employ his or her own counsel in any such Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Company; (ii) the Indemnitee shall have reasonably concluded that counsel employed by the Company may not adequately represent the Indemnitee and shall have so informed the Company; or (iii) the Company shall not in fact have employed counsel to assume the defense of the Indemnitee in such Proceeding, Proceeding or such counsel shall not not, in fact fact, have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence. In ; and in each such case the fees and expenses of the Indemnitee’s 's counsel shall be advanced by the Company in accordance with this AgreementCompany.

Defense of Claims. The Company will be entitled If Purchaser seeks indemnity on behalf of a Purchaser Party or Sellers on behalf of a Seller Party (the “Indemnitee”) pursuant to participatethis Article V, at its own expenseit shall give notice to all indemnifying parties (the “Indemnitor”), in any Proceeding of which it as soon as reasonably practical after the Indemnitee has notice. The Company jointly with any other indemnifying party similarly notified of any Proceeding will be entitled to assume received notice thereof, briefly describing the defense claim and providing a good faith estimate of the amount of the claim if it is successful. Within ten (10) days of the date notice is given, the Indemnitor shall notify Indemnitee therein, with counsel reasonably satisfactory in writing that the Indemnitor acknowledges its liability for defense and indemnity; the Indemnitor denies all liability for indemnity or defense; or the Indemnitor denies liability for indemnity but is willing to provide a defense to the Indemnitee; provided. Defense of the claim shall be provided by counsel selected by the Indemnitee, howeverin the exercise of reasonable discretion, unless the Indemnitor acknowledges full liability for indemnity and defense. If the Indemnitor acknowledges its liability for defense and indemnity and provides reasonable evidence that the Company Indemnitor has the financial wherewithal to pay for both indemnity and defense, any such claim shall not be entitled to assume settled without the defense consent of the Indemnitee in any Proceeding if there has been a Change in Control or if the Indemnitee has reasonably concluded that there may Indemnitor, which shall not be a conflict of interest between the Company and the Indemnitee with respect to such Proceedingunreasonably withheld. The Company will not be liable parties to the Indemnitee under this Agreement for any Expenses incurred by the Indemnitee shall cooperate with each other in connection with the defense of any Proceeding, other than reasonable costs of investigation or as otherwise provided below, after notice from the Company claim hereunder and shall make available to the Indemnitee of its election to assume party or parties defending the defense of the Indemnitee therein. The Indemnitee shall have the right to employ his own counsel in any Claim such Proceeding, but the fees materials and expenses of assistance relating thereto as is reasonably requested from such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Company; (ii) the Indemnitee shall have reasonably concluded that counsel employed by the Company may not adequately represent the Indemnitee and shall have so informed the Company; or (iii) the Company shall not in fact have employed counsel to assume the defense of the Indemnitee in such Proceeding, such counsel shall not in fact have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence. In each such case the fees and expenses of the Indemnitee’s counsel shall be advanced by the Company in accordance with this Agreementperson.

Defense of Claims. The To the extent the Company will so wishes, the Company shall be entitled to participate, participate in the defense of any Claim relating to an Indemnifiable Event at its own expenseexpense and, in any Proceeding of which except as otherwise provided below, it has noticemay select counsel and assume the defense thereof. The Where the Company jointly with any other indemnifying party similarly notified of any Proceeding will be entitled decides to assume the defense defense, notice of the such decisions should be provided to Indemnitee therein, with counsel reasonably satisfactory in writing. Following delivery of such notice to the Indemnitee; provided, however, that the Company shall not be entitled to assume the defense of the Indemnitee in any Proceeding if there has been a Change in Control or if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee with respect to such Proceeding. The Company will not be liable to the Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by the Indemnitee in connection with the Indemnitee's defense of any Proceeding, such Claim other than reasonable costs of investigation or as otherwise provided below, after notice from the Company to the Indemnitee of its election to assume the defense of the Indemnitee therein. The Indemnitee shall have the right to employ his its own legal counsel in any such ProceedingClaim, but the fees and expenses of all Expenses related to such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless Indemnitee's own expense; provided, however, that if (i) the Indemnitee's employment of its own legal counsel by the Indemnitee has been authorized by the Company; Company and such authorization has not been withdrawn, (ii) the counsel for Indemnitee shall have provided the Company with a written legal opinion that there is, or there is reasonably concluded that likely to be, a conflict of interest between the Company and Indemnitee in the defense of such Claim, (iii) after a Change in Control, Indemnitee's employment of its own counsel employed has been approved by the Company may not adequately represent the Indemnitee and shall have so informed the Company; Independent Counsel, or (iiiiv) the Company shall not in fact have employed counsel to assume the defense of such Claim, then Indemnitee shall be entitled to retain its own separate counsel (but not more than one law firm plus, if applicable and deemed reasonable by the Indemnitee Company or, after a Change in Control, the Independent Counsel, local counsel in respect of any such Proceeding, Claim) and all Expenses related to such counsel shall not in fact have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence. In each such case the fees and expenses of the Indemnitee’s separate counsel shall be advanced borne by the Company in accordance with this AgreementCompany.

Defense of Claims. The Company will shall be entitled to participate, participate in the defense of any Claim relating to an Indemnifiable Event at its own expenseexpense and, in any Proceeding except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof (including representation of which it has noticethe Indemnitee) with counsel reasonably satisfactory to Indemnitee. The After notice from the Company jointly with any other indemnifying party similarly notified to Indemnitee of any Proceeding will be entitled its election to assume the defense of the Indemnitee thereinany such Claim, with counsel reasonably satisfactory to the Indemnitee; provided, however, that the Company shall not be entitled to assume the defense of the Indemnitee in any Proceeding if there has been a Change in Control or if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee with respect to such Proceeding. The Company will not be liable to the Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by the Indemnitee in connection with the Indemnitee's defense of any Proceeding, such Claim other than reasonable costs of investigation or as otherwise provided below, after notice from the Company to the Indemnitee of its election to assume the defense of the Indemnitee therein. The Indemnitee shall have the right to employ his its own legal counsel in any such ProceedingClaim, but the fees and expenses of all Expenses related to such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless Indemnitee's own expense; provided, however, that if (i) the Indemnitee's employment of its own legal counsel by the Indemnitee has been authorized by the Company; , (ii) Indemnitee has reasonably determined, with advice of counsel, that there may be a conflict of interest between Indemnitee and the Indemnitee shall have reasonably concluded that Company in the defense of such Claim (including for any Claim asserted by or in the right of the Company), (iii) after a Change in Control, Indemnitee's employment of its own counsel employed has been approved by the Company may not adequately represent the Indemnitee and shall have so informed the Company; Independent Counsel or (iiiiv) the Company shall not in fact have employed counsel to assume the defense of the such Claim, then Indemnitee shall be entitled to retain its own separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any such Proceeding, Claim) and all Expenses related to such counsel shall not in fact have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence. In each such case the fees and expenses of the Indemnitee’s separate counsel shall be advanced borne by the Company in accordance with this AgreementCompany.

Defense of Claims. The Company will be entitled to participate, at its own expensethe expense of the Company, in any Proceeding of which it the Company has notice. The Company jointly with any other indemnifying party similarly notified of any Proceeding will be entitled to assume the defense of the Indemnitee therein, with counsel reasonably satisfactory to the Indemnitee; provided, however, that the Company shall not be entitled to assume the defense of the Indemnitee in any Proceeding if there has been a Change in Control or if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee with respect to such Proceeding. The Company will not be liable to the Indemnitee under this Agreement for any Expenses incurred by the Indemnitee in connection with the defense of any Proceeding, other than reasonable costs of investigation or as otherwise provided below, after notice from the Company to the Indemnitee of its election to assume the defense of the Indemnitee therein. The Indemnitee shall have the right to employ his or her own counsel in any such Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Company; (ii) the Indemnitee shall have reasonably concluded that counsel employed by the Company may not adequately represent the Indemnitee and shall have so informed the Company; or (iii) the Company shall not in fact have employed counsel to assume the defense of the Indemnitee in such Proceeding, Proceeding or such counsel shall not not, in fact fact, have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence. In ; and in each such case the fees and expenses of the Indemnitee’s 's counsel shall be advanced by the Company in accordance with this AgreementCompany.

Defense of Claims. The Company will shall be entitled to participate, at its own expense, in any Proceeding of which it has notice. The Company jointly with any other indemnifying party similarly notified of any Proceeding will shall be entitled to assume the defense of the Indemnitee therein, with counsel reasonably satisfactory to the Indemnitee; provided, however, that the Company shall not be entitled to assume the defense of the Indemnitee in any Proceeding if there has been a Change in Control or if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee with respect to such Proceeding. The Company will shall not be liable to the Indemnitee under this Agreement for any Expenses incurred by the Indemnitee in connection with the defense of any Proceeding, other than reasonable costs of investigation or as otherwise provided below, after notice from the Company to the Indemnitee of its election to assume the defense of the Indemnitee therein. The Indemnitee shall have the right to employ his own counsel in any such Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Company; (ii) the Indemnitee shall have reasonably concluded that counsel employed by the Company may not adequately represent the Indemnitee and shall have so informed the CompanyCompany in writing; or (iii) the Company shall not in fact have employed counsel to assume the defense of the Indemnitee in such Proceeding, Proceeding or such counsel shall not not, in fact fact, have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence. In ; and in each such case the fees and expenses of the Indemnitee’s counsel shall be advanced by the Company in accordance with this Agreement.

Defense of Claims. The Company will be entitled If either a Purchaser Party or Seller Party seeks indemnity (the “Indemnitee”) pursuant to participatethis Article 4, at its own expenseit shall promptly give notice to all indemnifying parties (the “Indemnitor”), in any Proceeding of which it has notice. The Company jointly with any other indemnifying party similarly notified of any Proceeding will be entitled to assume briefly describing the defense claim and providing a good faith estimate of the amount of the Losses if it is successful. Within twenty (20) days of the date notice is given, the Indemnitor shall notify the Indemnitee therein, with counsel reasonably satisfactory in writing whether the Indemnitor acknowledges its liability for defense and indemnity; the Indemnitor denies all liability for indemnity or defense; or the Indemnitor has insufficient information to ascertain its liability for indemnity but is willing to provide a defense to the Indemnitee; provided. Defense of the claim shall be provided by counsel selected by the Indemnitee, howeverin the exercise of reasonable discretion, that unless the Company Indemnitor agrees to provide a defense, acknowledges full liability for indemnity and defense, and provides Indemnitee reasonable evidence of its financial ability to fund the costs of indemnity and defense, in which case the Indemnitor shall select counsel. If the Indemnitor acknowledges full liability for indemnity and defense and provides Indemnitee reasonable evidence of its financial ability to fund the costs of indemnity and defense, any such claim shall not be entitled to assume settled without the defense consent of the Indemnitee in any Proceeding if there has been a Change in Control or if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee with respect to such Proceeding. The Company will Indemnitee, which shall not be liable unreasonably withheld. Notwithstanding any provision herein to the Indemnitee under this Agreement for contrary, any Expenses incurred by Purchaser Party and Seller Party shall have at all times the Indemnitee right to participate in connection with the defense of any Proceeding, other than reasonable costs of investigation or as otherwise provided below, after notice from the Company to the Indemnitee of its election to assume the defense of the Indemnitee therein. The Indemnitee shall have the right to employ his own counsel in any such Proceeding, but the fees claim at their sole cost and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Company; (ii) the Indemnitee shall have reasonably concluded that counsel employed by the Company may not adequately represent the Indemnitee and shall have so informed the Company; or (iii) the Company shall not in fact have employed counsel to assume the defense of the Indemnitee in such Proceeding, such counsel shall not in fact have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence. In each such case the fees and expenses of the Indemnitee’s counsel shall be advanced by the Company in accordance with this Agreementexpense.