Common use of Defense of Claims Clause in Contracts

Defense of Claims. The Company shall be entitled to participate in the defense of any Indemnifiable Claim at its own expense and, 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 its election to assume the defense of any Indemnifiable Claim, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by Indemnitee in connection with Indemnitee’s defense of such Indemnifiable Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ her own legal counsel in such Indemnifiable Claim, but all Expenses related to such counsel incurred after notice from the Company of is assumption of the defense shall be at Indemnitee’s own expenses; provided, however, that if (i) Indemnitee’s employment of its own legal counsel 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 such Indemnifiable Claim, (iii) after a Change in Control, Indemnitee’s employment of its counsel has been approved by the Independent counsel, (iv) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (v) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company, (vi) any such representation by counsel chosen by the Company would be precluded under the applicable standards of professional conduct then prevailing or (vii) the Company shall not in fact have employed counsel to assume the defense of such Indemnifiable Claim, 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 Indemnifiable Claim) and all Expenses related to such separate counsel shall be borne by the Company.

Defense of Claims. The Company shall will be entitled to participate in the defense of any Indemnifiable Claim at its own expense and, except as otherwise provided below, or to the extent the Company so wishes, it may assume the defense thereof thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Company to ; provided that if Indemnitee of its election to assume the defense of any Indemnifiable Claimbelieves, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred after consultation with counsel selected by Indemnitee in connection with Indemnitee’s defense of such Indemnifiable Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ her own legal counsel in such Indemnifiable Claim, but all Expenses related to such counsel incurred after notice from the Company of is assumption of the defense shall be at Indemnitee’s own expenses; provided, however, that if (i) Indemnitee’s employment of its own legal counsel 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 such Indemnifiable Claim, (iii) after a Change in Control, Indemnitee’s employment of its counsel has been approved by the Independent counsel, (iva) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (vb) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude concludes that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company, or (vic) any such representation by such counsel chosen by the Company would be precluded under the applicable standards of professional conduct then prevailing or (vii) the Company shall not in fact have employed counsel to assume the defense of such Indemnifiable Claimprevailing, then Indemnitee shall will be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Indemnifiable Claim) and all Expenses related to such separate counsel shall be borne by at the Company’s expense. The Company will not be liable 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. The Company will not, without the prior written consent of Indemnitee, effect any settlement of any threatened or pending Indemnifiable Claim to which Indemnitee is, or could have been, a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of Indemnitee from all liability on any claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor Indemnitee will unreasonably withhold its consent to any proposed settlement; provided that Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of Indemnitee.

Defense of Claims. The Company shall be entitled to participate in the defense of any Indemnifiable Claim at its own expense and, except as otherwise provided below, or to the extent the Company so wishes, it may assume the defense thereof thereof, with counsel reasonably satisfactory to the Indemnitee. After notice from the Company to ; provided that if Indemnitee of its election to assume the defense of any Indemnifiable Claimbelieves, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred after consultation with counsel selected by Indemnitee in connection with Indemnitee’s defense of such Indemnifiable Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ her own legal counsel in such Indemnifiable Claim, but all Expenses related to such counsel incurred after notice from the Company of is assumption of the defense shall be at Indemnitee’s own expenses; provided, however, that if (i) Indemnitee’s employment of its own legal counsel 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 such Indemnifiable Claim, (iii) after a Change in Control, Indemnitee’s employment of its counsel has been approved by the Independent counsel, (iva) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (vb) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company, or (vic) any such representation by such counsel chosen by the Company would be precluded under the applicable standards of professional conduct then prevailing or (vii) the Company shall not in fact have employed counsel to assume the defense of such Indemnifiable Claimprevailing, 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 Indemnifiable Claim) and all Expenses related to such separate counsel shall be borne by at the Company’s expense. The Company shall not be liable 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. The Company shall not, without the prior written consent of the Indemnitee, effect any settlement of any threatened or pending Indemnifiable Claim to which the Indemnitee is, or could have been, a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee(without any admission of fault of Indemnitee) from all liability on any claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor Indemnitee shall unreasonably withhold its consent to any proposed settlement; provided that Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of Indemnitee (without any admission of fault of Indemnitee).

Defense of Claims. The Company In connection with any claim for which indemnification has been sought under this Article IX resulting from or arising out of any claim or Action against an Indemnitee by a Person that is not a Party hereto (a “Third Party Claim”), the Indemnifying Party may assume the defense of any such claim or Action (unless such Indemnitee elects not to seek indemnity hereunder for such claim), upon written notice to the relevant Indemnitee. If the Indemnifying Parties shall have assumed the defense of any claim or Action in accordance with this Section 9.4, the Indemnifying Parties shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any such claim or Action, without the prior written consent of such Indemnitee; provided, however, that the Indemnifying Parties shall pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness thereof (less any unapplied portion of the Minimum Amount and up to the Maximum Amount); provided, further, that the Indemnifying Parties shall not be authorized to encumber any of the assets of any Indemnitee or to agree to any restriction that would apply to any Indemnitee or to its conduct of business; and provided, further, that a condition to any such settlement shall be a complete release of such Indemnitee and its Affiliates, officers, employees, consultants and agents with respect to such claim. Each Indemnitee shall be entitled to participate in (but not control) the defense of any Indemnifiable Claim such action, with its own counsel and at its own expense andexpense. Each Indemnitee shall, except as otherwise provided belowand shall cause each of its Affiliates, to officers, employees, consultants and agents to, cooperate fully with the extent the Company so wishes, it may assume Indemnifying Parties in the defense thereof with counsel reasonably satisfactory of any claim or Action being defended by the Indemnifying Parties pursuant to Indemniteethis Section 9.4. After notice from If the Company to Indemnitee of its election to Indemnifying Parties do not assume the defense of any Indemnifiable Claimclaim or Action resulting therefrom in accordance with the terms of this Section 9.4, the Company such Indemnitee must defend against such claim or Action. The Indemnitee shall not pay, or permit to be liable paid, any part of the Third Party Claim unless the Indemnifying Parties consent in writing to such payment, such consent not to be unreasonably withheld or delayed, or unless a final judgment from which no appeal may be taken by or on behalf of the Indemnifying Party is entered against the Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by such Third Party Claim. If the Indemnitee in connection with Indemnitee’s controls the defense of any such Indemnifiable Claim other than reasonable costs of investigation claim or as otherwise provided below. Action in accordance with this Section 9.4 and proposes to settle any such claim or Actions prior to a final judgment thereon or to forego any appeal with respect thereto, then the Indemnitee shall give the Indemnifying Party prompt written notice thereof and the Indemnifying Party shall have the right to employ her own legal counsel participate in such Indemnifiable Claim, but all Expenses related to such counsel incurred after notice from the Company of is assumption of the defense shall be at Indemnitee’s own expenses; provided, however, that if (i) Indemnitee’s employment of its own legal counsel 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 settlement or assume or reassume the defense of such Indemnifiable Claim, (iii) after a Change in Control, Indemnitee’s employment of its counsel has been approved by the Independent counsel, (iv) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual claim or potential conflict, (v) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company, (vi) any such representation by counsel chosen by the Company would be precluded under the applicable standards of professional conduct then prevailing or (vii) the Company shall not in fact have employed counsel to assume the defense of such Indemnifiable Claim, 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 Indemnifiable Claim) and all Expenses related to such separate counsel shall be borne by the CompanyAction.

Defense of Claims. The Company shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Claim at its own expense and, except as otherwise provided below, Event or to the extent the Company so wishes, it may assume the defense thereof thereof, with counsel reasonably satisfactory to the Indemnitee. After notice from ; provided that if the Company to Indemnitee of its election to assume believes, after consultation with counsel selected by the defense of any Indemnifiable Claim, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by Indemnitee in connection with Indemnitee’s defense of such Indemnifiable Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ her own legal counsel in such Indemnifiable Claim, but all Expenses related to such counsel incurred after notice from the Company of is assumption of the defense shall be at Indemnitee’s own expenses; provided, however, that if (i) Indemnitee’s employment of its own legal counsel 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 such Indemnifiable Claim, (iii) after a Change in Control, Indemnitee’s employment of its counsel has been approved by the Independent counsel, (iv) the use of counsel chosen by the Company to represent the Indemnitee would present such counsel with an actual or potential conflictconflict of interest, (vii) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company or any subsidiary of the Company and the Indemnitee, and the Indemnitee and Indemnitee shall conclude concludes that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company or any subsidiary of the Company, or (viiii) any such representation by such counsel chosen by the Company would be precluded under the applicable standards of professional conduct then prevailing or (vii) the Company shall not in fact have employed counsel to assume the defense of such Indemnifiable Claimprevailing, then the Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Indemnifiable Claim) and all Expenses related to such separate counsel shall be borne by at the Company’s expense. The Company shall not be liable to the Indemnitee under this Agreement for any amounts paid in settlement of any Claim relating to an Indemnifiable Event effected without the Company’s prior written consent. The Company shall not, without the prior written consent of the Indemnitee, effect any settlement of any Claim relating to an Indemnifiable Event which the Indemnitee is or could have been a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all liability on all claims that are the subject matter of such Claim. Neither the Company nor the Indemnitee shall unreasonably withhold its or his or her consent to any proposed settlement; provided that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee.

Defense of Claims. The Company shall will be entitled to participate in the defense of any Indemnifiable Claim at its own expense and, except as otherwise provided below, or to the extent the Company so wishes, it may assume the defense thereof thereof, with counsel reasonably satisfactory to the Indemnitee. After notice from the Company to ; provided that if Indemnitee of its election to assume the defense of any Indemnifiable Claimbelieves, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred after consultation with counsel selected by Indemnitee in connection with Indemnitee’s defense of such Indemnifiable Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ her own legal counsel in such Indemnifiable Claim, but all Expenses related to such counsel incurred after notice from the Company of is assumption of the defense shall be at Indemnitee’s own expenses; provided, however, that if (i) Indemnitee’s employment of its own legal counsel 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 such Indemnifiable Claim, (iii) after a Change in Control, Indemnitee’s employment of its counsel has been approved by the Independent counsel, (iva) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (vb) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude concludes that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company, or (vic) any such representation by such counsel chosen by the Company would be precluded under the applicable standards of professional conduct then prevailing or (vii) the Company shall not in fact have employed counsel to assume the defense of such Indemnifiable Claimprevailing, then Indemnitee shall will be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Indemnifiable Claim) and all Expenses related to such separate counsel shall be borne by at the Company's expense. The Company will not be liable 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. The Company will not, without the prior written consent of the Indemnitee, effect any settlement of any threatened or pending Indemnifiable Claim to which the Indemnitee is, or could have been, a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all liability on any claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor Indemnitee will unreasonably withhold its consent to any proposed settlement; provided that Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of Indemnitee.

Defense of Claims. The Company shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Claim at its own expense and, except as otherwise provided below, Event or to the extent the Company so wishes, it may assume the defense thereof of such Claim, with counsel reasonably satisfactory to the Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Indemnifiable Claim, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by Indemnitee in connection with Indemnitee’s defense of such Indemnifiable Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ her own legal counsel in such Indemnifiable Claim, but all Expenses related to such counsel incurred after notice from the Company of is assumption of the defense shall be at Indemnitee’s own expenses; provided, however, that if Indemnitee believes, after consultation with counsel selected by Indemnitee, that (i) Indemnitee’s employment of its own legal counsel 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 such Indemnifiable Claim, (iii) after a Change in Control, Indemnitee’s employment of its counsel has been approved by the Independent counsel, (iv) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflictconflict of interest, (vii) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude concludes that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company, or (viiii) any such representation by such counsel chosen by the Company would be precluded under the applicable standards of professional conduct then prevailing or (vii) the Company shall not in fact have employed counsel to assume the defense of such Indemnifiable Claimprevailing, 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 Indemnifiable Claim) and all Expenses related to such separate counsel shall be borne by at the Company’s expense. The Company shall not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any Claim relating to an Indemnifiable Event effected without the Company’s prior written consent. The Company shall not, without the prior written consent of the Indemnitee, effect any settlement of any Claim relating to an Indemnifiable Event to which the Indemnitee is or could have been a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of Indemnitee from all liability on all claims that are the subject matter of such Claim. Neither the Company nor Indemnitee shall unreasonably withhold its or his or her consent to any proposed settlement; provided that Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of Indemnitee.

Defense of Claims. The Company shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Claim at its own expense and, except as otherwise provided below, Event or to the extent the Company so wishes, it may assume the defense thereof thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Company to ; provided that if Indemnitee of its election to assume the defense of any Indemnifiable Claimbelieves, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred after consultation with counsel selected by Indemnitee in connection with Indemnitee’s defense of such Indemnifiable Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ her own legal counsel in such Indemnifiable Claim, but all Expenses related to such counsel incurred after notice from the Company of is assumption of the defense shall be at Indemnitee’s own expenses; provided, however, that if (i) Indemnitee’s employment of its own legal counsel 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 such Indemnifiable Claim, (iii) after a Change in Control, Indemnitee’s employment of its counsel has been approved by the Independent counsel, (iv) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflictconflict of interest, (vii) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company Company, or any subsidiary of the Company, and Indemnitee and Indemnitee shall conclude concludes that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company or any subsidiary of the Company, or (viiii) any such representation by such counsel chosen by the Company would be precluded under the applicable standards of professional conduct then prevailing or (vii) the Company shall not in fact have employed counsel to assume the defense of such Indemnifiable Claimprevailing, 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 Indemnifiable Claim) and all Expenses related to such separate counsel shall be borne by at the Company’s expense. The Company shall not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any Claim relating to an Indemnifiable Event effected without the Company’s prior written consent. The Company shall not, without the prior written consent of Indemnitee, effect any settlement of any Claim relating to an Indemnifiable Event which Indemnitee is or could have been a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of Indemnitee from all liability on all claims that are the subject matter of such Claim. Neither the Company nor Indemnitee shall unreasonably withhold, condition or delay its or his or her consent to any proposed settlement; provided that Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of Indemnitee. In no event shall Indemnitee be required to waive, prejudice or limit attorney-client privilege or work-product protection or other applicable privilege or protection.

Defense of Claims. The Company shall will be entitled to participate in the defense of any Indemnifiable Claim Proceeding at its own expense and, except as otherwise provided below, to expense. Upon the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After delivery of written notice from by the Company to Indemnitee of its election Indemnitee, the Company shall be entitled to assume the defense of any Indemnifiable ClaimProceeding with counsel consented to by Indemnitee (such consent not to be unreasonably withheld), except for such Proceeding brought by the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by Indemnitee in connection with Indemnitee’s defense of such Indemnifiable Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have to which the right to employ her own legal counsel in such Indemnifiable Claim, but all Expenses related to such counsel incurred after notice from the Company of is assumption of the defense shall be at Indemnitee’s own expenses; provided, however, that if (i) Indemnitee’s employment of its own legal counsel has been authorized by the Company, (ii) Indemnitee has reasonably determined 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 Company in the defense retention of such Indemnifiable Claim, (iii) after a Change in Control, Indemnitee’s employment of its counsel has been approved by the Independent counsel, (iv) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (v) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company, (vi) any such representation by counsel chosen by the Company would will not be precluded liable to Indemnitee under the applicable standards this Agreement for any fees or expenses of professional conduct then prevailing or counsel subsequently incurred by Indemnitee with respect to such Proceeding; provided that (viii) the Company shall not in fact have employed counsel to assume the defense of such Indemnifiable Claim, then Indemnitee shall be entitled have the right to retain employ separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Indemnifiable ClaimProceeding at Indemnitee’s expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized in writing by the Company or (B) Indemnitee shall have reasonably concluded upon the advice of counsel that there is a conflict of interest between the Company and all Expenses related to Indemnitee in the conduct of the defense of such separate Proceeding, then in each such case the fees and expenses of Indemnitee’s counsel shall be borne 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 nor Indemnitee shall unreasonably withhold its consent to any proposed settlement. The Company shall not be liable to indemnify the Indemnitee under this Agreement with regard to any Proceeding if the Company was not given a reasonable and timely opportunity to participate in the defense and/or settlement of such Proceeding.

Defense of Claims. The Company Indemnitor shall select (subject to the Indemnitee’s reasonable approval) the attorneys to defend any matter subject to indemnification and/or taking all actions necessary or appropriate to resolve, defend, and/or settle such matters, and shall be entitled to participate contest, on its own behalf and on the Indemnitee’s behalf, the existence or amount of any obligation, cost, expense, debt or liability giving rise to such claim. Nothing in this Section 9.5(b) shall be construed as prohibiting the Indemnitee from participating in the defense of (which may include hiring its own counsel) in any Indemnifiable Claim matter subject to indemnification, as long as the Indemnitee does so at its own expense andexpense, except as otherwise provided below, unless and to the extent that the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Indemnifiable Claim, the Company shall not be liable to Indemnitee under this Agreement Indemnitor or otherwise for any Expenses subsequently directly incurred by Indemnitee in connection with Indemnitee’s defense of such Indemnifiable Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ her own legal counsel in such Indemnifiable Claim, but all Expenses related an Affiliate is also subject to such counsel incurred after notice from claim and the Company of is assumption of the defense shall be at Indemnitee’s own expenses; provided, however, that if (i) Indemnitee’s employment of its own legal counsel has been authorized by the Company, (ii) Indemnitee has reasonably determined in good faith that there may be the Indemnitor has a conflict of interest between vis-à-vis the Indemnitee and and/or the Company in the defense of such Indemnifiable Claim, (iii) after a Change in Control, Indemnitee’s employment of its counsel Indemnitee has been approved by the Independent counsel, (iv) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (v) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available to him or her it that are different from or in addition to those not available to the CompanyIndemnitor, (vi) in which case the Indemnitor shall be responsible for the expense of the Indemnitee’s counsel. The Indemnitor shall keep the Indemnitee fully and timely informed as to actions taken on such matters. The Indemnitee shall cooperate fully with the Indemnitor and its counsel and shall provide them reasonable access to the Indemnitee’s employees, consultants, agents, attorneys, accountants, and files to the extent necessary or appropriate to defend or resolve the matter, the Indemnitor reimbursing the Indemnitee with respect to the reasonable cost of any such representation by counsel chosen by access. With respect to any matter for which a Party has an indemnification and/or defense obligation under this Agreement, the Company would be precluded under the applicable standards of professional conduct then prevailing or (vii) the Company Parties shall not in fact have employed counsel to assume the maintain a joint defense of such Indemnifiable Claimprivilege, then Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if where applicable, local counsel in respect connection with such matters -45- TERMINAL SALE AND PURCHASE AGREEMENT (XXXXXX (WEST)) EXECUTION VERSION for the Party’s post-Closing communications and those of any particular Indemnifiable Claim) their respective Affiliates and all Expenses related Authorized Representatives, which post-Closing communications concern the matters subject to such separate counsel shall be borne by the Companyindemnification and/or defense obligation.

Defense of Claims. The Company shall be entitled have the right to participate defend the Indemnitee in any Proceeding (except a Proceeding brought by the defense Indemnitee under Section 6.3 of this Agreement) which may give rise to indemnification hereunder; provided, however, that the Company shall notify the Indemnitee of any Indemnifiable Claim at its own expense andsuch decision to defend within 15 calendar days following receipt of notice of any such Proceeding under Section 3.1 above. Notwithstanding the foregoing sentence, except as otherwise provided belowif in a Proceeding to which the Indemnitee is a party by reason of the Indemnitee’s Corporate Status, (a) the Indemnitee reasonably concludes, based upon an opinion of counsel approved by the Company, which approval shall not be unreasonably withheld, that he or she may have separate defenses or counterclaims to assert with respect to any issue which may not be consistent with other defendants in such Proceeding, (b) the extent Indemnitee reasonably concludes, based upon an opinion of counsel approved by the Company, which approval shall not be unreasonably withheld, that an actual or apparent conflict of interest or potential conflict of interest exists between the Indemnitee and the Company, or (c) if the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election fails to assume the defense of any Indemnifiable Claimsuch Proceeding in a timely manner, the Company Indemnitee shall be entitled to be represented by separate legal counsel of the Indemnitee’s choice, subject to the prior approval of the Company, which shall not be liable unreasonably withheld, at the expense of the Company. In addition, if the Company fails to Indemnitee comply with any of its obligations under this Agreement or otherwise for in the event that the Company or any Expenses subsequently directly incurred by other person takes any action to declare this Agreement void or unenforceable, or institutes any Proceeding to deny or to recover from the Indemnitee in connection with Indemnitee’s defense of such Indemnifiable Claim other than reasonable costs of investigation or as otherwise the benefits intended to be provided below. to the Indemnitee hereunder, the Indemnitee shall have the right to employ her own legal retain counsel in such Indemnifiable Claim, but all Expenses related to such counsel incurred after notice from the Company of is assumption of the defense shall be at Indemnitee’s own expenses; providedchoice, however, that if (i) Indemnitee’s employment subject to the prior approval of its own legal counsel has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may which shall not be a conflict unreasonably withheld, at the expense of interest between Indemnitee and the Company in the defense (subject to Section 6.4 of such Indemnifiable Claimthis Agreement), (iii) after a Change in Control, Indemnitee’s employment of its counsel has been approved by the Independent counsel, (iv) the use of counsel chosen by the Company to represent the Indemnitee would present such counsel in connection with an actual or potential conflict, (v) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company, (vi) any such representation by counsel chosen by the Company would be precluded under the applicable standards of professional conduct then prevailing or (vii) the Company shall not in fact have employed counsel to assume the defense of such Indemnifiable Claim, 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 Indemnifiable Claim) and all Expenses related to such separate counsel shall be borne by the Companymatter.

Defense of Claims. The Company shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Claim at its own expense and, except as otherwise provided below, Event or to the extent the Company so wishes, it may assume the defense thereof thereof, with counsel reasonably satisfactory to the Indemnitee. After notice from ; provided that if the Company to Indemnitee of its election to assume reasonably believes, after consultation with counsel selected by the defense of any Indemnifiable Claim, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by Indemnitee in connection with Indemnitee’s defense of such Indemnifiable Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ her own legal counsel in such Indemnifiable Claim, but all Expenses related to such counsel incurred after notice from the Company of is assumption of the defense shall be at Indemnitee’s own expenses; provided, however, that if (i) Indemnitee’s employment of its own legal counsel 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 such Indemnifiable Claim, (iii) after a Change in Control, Indemnitee’s employment of its counsel has been approved by the Independent counsel, (iv) the use of counsel chosen by the Company to represent the Indemnitee would present such counsel with an actual or potential conflictconflict of interest, (vii) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both (A) the Company or any subsidiary of the Company and (B) the Indemnitee, and the Indemnitee and Indemnitee shall conclude concludes that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company, Company or any subsidiary of the Company or (viiii) any such representation by such counsel chosen by the Company would be precluded under the applicable standards of professional conduct then prevailing or (vii) the Company shall not in fact have employed counsel to assume the defense of such Indemnifiable Claimprevailing, then the Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Indemnifiable Claim) at the Company’s expense. The Company shall not be liable to the Indemnitee under this Agreement for any amounts paid in settlement of any Claim relating to an Indemnifiable Event effected without the Company’s prior written consent. The Company shall not, without the prior written consent of the Indemnitee, effect any settlement of any Claim relating to an Indemnifiable Event which the Indemnitee is or could have been a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all Expenses related liability on all claims that are the subject matter of such Claim. Neither the Company nor the Indemnitee shall unreasonably withhold its or his consent to such separate counsel shall be borne any proposed settlement; provided that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee. To the fullest extent permitted by Delaware law, the Company’s assumption of the defense of a Claim pursuant to this Section 14 will constitute an irrevocable acknowledgement by the CompanyCompany that any Indemnifiable Expenses incurred by or for the account of Indemnitee incurred in connection therewith are indemnifiable by the Company under Section 2 of this Agreement.

Defense of Claims. The Company Upon receipt by Indemnitor of a notice from Indemnitee with respect to any claim of a third party against Indemnitee, and acknowledgment by Indemnitor (whether after resolution of a dispute or otherwise) of Indemnitee’s right to indemnification hereunder with respect to such claim, Indemnitor shall be entitled to participate in assume the defense of any Indemnifiable Claim at its own expense and, except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof such claim with counsel reasonably satisfactory to Indemnitee, with the fees and expenses of such counsel to be paid by Indemnitor, and Indemnitee shall cooperate to the extent reasonably requested by Indemnitor in defense or prosecution thereof and shall furnish such records, information and testimony and attend all such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by Indemnitor in connection therewith. After notice from the Company If Indemnitor shall acknowledge Indemnitee’s right to Indemnitee of its election indemnification and elect to assume the defense of any Indemnifiable Claimsuch claim, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by Indemnitee in connection with Indemnitee’s defense of such Indemnifiable Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ her its own legal counsel in any such Indemnifiable Claimcase, but all Expenses related to the reasonable fees and expenses of such counsel incurred after notice from the Company of is assumption of the defense shall be at the expense of Indemnitee. If Indemnitor has assumed the defense of any claim against Indemnitee, Indemnitor shall have the right to settle any claim for which indemnification has been sought and is available hereunder; provided that, to the extent that such settlement requires Indemnitee to take, or prohibits Indemnitee from taking, any action or purports to obligate Indemnitee, then Indemnitor shall not settle such claim without the prior written consent of Indemnitee. If Indemnitor does not assume the defense of a third party claim for which Indemnitee is entitled to indemnification hereunder and Indemnitor disputes Indemnitee’s own expenses; providedright to indemnification for such claim, however, that if (i) Indemnitee’s employment of its own legal counsel has been authorized by Indemnitee shall have the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company right to participate in the defense of such Indemnifiable Claim, (iii) after a Change in Control, Indemnitee’s employment claim through counsel of its counsel has been approved by the Independent counselchoice, at Indemnitor’s expense (iv) the use of counsel chosen by the Company such expenses to represent Indemnitee would present such counsel with an actual or potential conflictbe paid on a timely, (v) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee as-accrued basis), and Indemnitee shall conclude that there may be one or more legal defenses available have control over the litigation and authority to him or her that are different from or in addition resolve such claim subject to those available to the Company, (vi) any such representation by counsel chosen by the Company would be precluded under the applicable standards of professional conduct then prevailing or (vii) the Company shall not in fact have employed counsel to assume the defense of such Indemnifiable Claim, 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 Indemnifiable Claim) and all Expenses related to such separate counsel shall be borne by the Companythis Article IX.

Defense of Claims. Upon receipt of a Claim Notice from an indemnitee with respect to any Claim, the indemnitor shall have the right to assume and control the defense thereof (and any related settlement negotiations) with counsel reasonably satisfactory to such indemnitee, and the indemnitee shall cooperate in all reasonable respects in such defense. The Company indemnitee shall be entitled have the right to employ separate counsel at such indemnitee's expense in any action or claim and to participate in the defense thereof, provided, however, that the reasonable fees and expenses of any Indemnifiable Claim counsel employed by the indemnitee shall be at its own the expense and, except as otherwise provided below, of the indemnitor if such counsel is retained pursuant to the extent following sentence or if the Company so wishes, it may employment of such counsel has been specifically authorized in writing by the indemnitor. If the indemnitor does not notify the indemnitee within thirty (30) days after receipt of the Claim Notice of its intention to assume the defense thereof of such Claim, the indemnitee shall have the right to defend the claim with counsel of its choosing reasonably satisfactory to Indemnitee. After notice from the Company indemnitor, subject to Indemnitee the right of its election the indemnitor to assume the defense of any Indemnifiable Claimclaim at any time prior to settlement or final determination thereof. Notwithstanding anything to the contrary contained in this Section 14.4, (a) the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by Indemnitee in connection with Indemnitee’s defense of such Indemnifiable Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee indemnitee shall have the right to employ her separate counsel at its own legal counsel in such Indemnifiable Claim, but all Expenses related to such counsel incurred after notice from the Company of is assumption of the defense expense if there shall be at Indemnitee’s own expenses; provided, however, that if (i) Indemnitee’s employment of its own legal counsel 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 such Indemnifiable Claim, (iii) after a Change in Control, Indemnitee’s employment of its counsel has been approved by the Independent counsel, (iv) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (v) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude that there may be available one or more legal defenses available to him or her that are different from one or in addition to those more counterclaims available to the Companyindemnitee which conflicts with one or more defenses or one or more counterclaims available to the indemnitor, and (vi) any such representation by counsel chosen by the Company would be precluded under the applicable standards of professional conduct then prevailing or (viib) the Company indemnitor shall not in fact have employed counsel be entitled to assume the defense of such Indemnifiable Claim, then Indemnitee control (but shall be entitled to retain separate counsel (but not more than one law firm plusparticipate at its own expense in the defense of), and the indemnitee shall be entitled to have sole control over, the defense or settlement of any Claim to the extent such Claim seeks an order, injunction, non-monetary or other equitable relief against the indemnitee which, if applicablesuccessful, local counsel could result in respect a material adverse effect upon the business, financial condition, results of operations or assets of the indemnitee. The indemnitee shall send a written notice to the indemnitor of any particular Indemnifiable Claimproposed settlement of any claim, which settlement the indemnitor may reject, in its reasonable judgment, within thirty (30) and all Expenses related days of receipt of such notice. Failure to reject such separate counsel notice within such 30-day period shall be borne by the Companydeemed an acceptance of such notice.

Defense of Claims. The Company shall will be entitled to participate in the defense of any Indemnifiable Claim at its own expense and, except as otherwise provided below, claim that may be subject to the extent the Company so wishes, it may indemnification hereunder or to assume the defense thereof thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Indemnifiable Claim, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by Indemnitee in connection with Indemnitee’s defense of such Indemnifiable Claim other than reasonable costs of investigation or as otherwise ; provided below. Indemnitee shall have the right to employ her own legal counsel in such Indemnifiable Claim, but all Expenses related to such counsel incurred after notice from the Company of is assumption of the defense shall be at Indemnitee’s own expenses; provided, however, that if (i) Indemnitee reasonably believes, after consultation with counsel selected by Indemnitee’s employment of its own legal counsel 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 such Indemnifiable Claim, (iii) after a Change in Control, Indemnitee’s employment of its counsel has been approved by the Independent counsel, (iva) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflictconflict of interest, (vb) the named parties in any such Indemnifiable Claim claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall reasonably conclude that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company, Company or (vic) any such representation by counsel chosen by the Company would be precluded under the applicable standards of professional conduct then prevailing or (vii) the Company shall not in fact have employed counsel to assume the defense of such Indemnifiable Claimprevailing, 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 Indemnifiable Claimclaim) at the Company’s expense. The Company shall not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any claim that may be subject to indemnification hereunder effected without the Company’s prior written consent. The Company shall not, without the prior written consent of Indemnitee, effect any settlement of any claim that may be subject to indemnification hereunder which Indemnitee is or could have been a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of Indemnitee from all Expenses related liability on all claims that are the subject matter of such claim. Neither the Company nor Indemnitee shall unreasonably withhold its or his consent to any proposed settlement; provided that Indemnitee may withhold consent to any settlement that does not provide such separate counsel shall be borne complete and unconditional release of Indemnitee. To the fullest extent permitted by Delaware law, the Company’s assumption of the defense of a claim pursuant to this Section 8 will constitute an irrevocable acknowledgement by the CompanyCompany that any Expenses incurred by or for the account of Indemnitee in connection therewith are indemnifiable by the Company hereunder.

Defense of Claims. The Company shall be entitled to participate in the defense of any Indemnifiable Claim at its own expense and, except as otherwise provided below, or to the extent the Company so wishes, it may assume the defense thereof thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Indemnifiable Claim, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by Indemnitee in connection with Indemnitee’s defense of such Indemnifiable Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ her own legal counsel in such Indemnifiable Claim, but all Expenses related to such counsel incurred after notice from the Company of is assumption of the defense shall be at Indemnitee’s own expenses; provided, however, that if Indemnitee believes, after consultation with counsel selected by Indemnitee, that (i) Indemnitee’s employment of its own legal counsel 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 such Indemnifiable Claim, (iii) after a Change in Control, Indemnitee’s employment of its counsel has been approved by the Independent counsel, (iva) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (vb) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company, Company or (vic) any such representation by such counsel chosen by the Company would be precluded under the applicable standards of professional conduct then prevailing or (vii) the Company shall not in fact have employed counsel to assume the defense of such Indemnifiable Claimprevailing, then Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in with respect of to any particular Indemnifiable Claim) at the Company's expense. The Company shall not be liable 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. The Company shall not, without the prior written consent of Indemnitee, effect any settlement of any threatened or pending Indemnifiable Claim that Indemnitee is or could have been a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of Indemnitee from all Expenses related liability on any claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor Indemnitee shall unreasonably withhold its consent to such separate counsel shall be borne any proposed settlement; provided, however, that Indemnitee may withhold consent to (i) any settlement that does not provide a complete and unconditional release of Indemnitee or (ii) any settlement which imposes a monetary payment obligation upon Indemnitee which is not being paid in full by the Company, insurance coverage or any other party for the benefit of Indemnitee.

Defense of Claims. The Company shall be entitled to participate in the defense of any Indemnifiable Claim at its own expense and, except as otherwise provided below, or to the extent the Company so wishes, it may assume the defense thereof thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Indemnifiable Claim, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by Indemnitee in connection with Indemnitee’s defense of such Indemnifiable Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ her own legal counsel in such Indemnifiable Claim, but all Expenses related to such counsel incurred after notice from the Company of is assumption of the defense shall be at Indemnitee’s own expenses; provided, however, that if Indemnitee believes, after consultation with counsel selected by Indemnitee, that (i) Indemnitee’s employment of its own legal counsel 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 such Indemnifiable Claim, (iii) after a Change in Control, Indemnitee’s employment of its counsel has been approved by the Independent counsel, (iva) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (vb) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company, Company or (vic) any such representation by such counsel chosen by the Company would be precluded under the applicable standards of professional conduct then prevailing or (vii) the Company shall not in fact have employed counsel to assume the defense of such Indemnifiable Claimprevailing, then Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in with respect of to any particular Indemnifiable Claim) and all Expenses related to such separate counsel shall be borne by at the Company's expense. The Company shall not be liable 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. The Company shall not, without the prior written consent of Indemnitee, effect any settlement of any threatened or pending Indemnifiable Claim that Indemnitee is or could have been a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of Indemnitee from all liability on any claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor Indemnitee shall unreasonably withhold its consent to any proposed settlement; provided, however, that Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of Indemnitee.

Defense of Claims. The Company shall be In the event Indemnitee is entitled to participate indemnification and/or advancement with respect to any Claim, Indemnitee may, at Indemnitee’s option, (i) retain counsel selected by Xxxxxxxxxx and approved by the Company to defend Indemnitee in such Claim, at the sole expense of the Company (which approval shall not be unreasonably withheld, conditioned or delayed), or (ii) have the Company assume the defense of any Indemnifiable Claim at its own expense andIndemnitee in such Claim, except as otherwise provided below, to the extent in which case the Company so wishes, it may shall assume the defense thereof of such Claim with counsel reasonably satisfactory selected by the Company and approved by Indemnitee (which approval shall not be unreasonably withheld, conditioned or delayed) within ten (10) days of the Company’s receipt of written notice of Indemnitee’s election to Indemnitee. After notice from cause the Company to Indemnitee of its election do so. If the Company is required to assume the defense of any Indemnifiable such Claim, it shall engage legal counsel for such defense, and the Company shall not be liable to Indemnitee under this Agreement or otherwise solely responsible for any Expenses subsequently directly incurred by Indemnitee in connection with Indemnitee’s defense all fees and expenses of such Indemnifiable Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ her own legal counsel in and otherwise of such Indemnifiable Claim, but all Expenses related defense. Such legal counsel may represent both Indemnitee and the Company (and any other party or parties entitled to be indemnified by the Company with respect to such counsel incurred after notice from matter) unless, in the Company reasonable opinion of is assumption of the defense shall be at Indemnitee’s own expenses; provided, however, that if (i) Indemnitee’s employment of its own legal counsel has been authorized by the Companyto Indemnitee, (ii) Indemnitee has reasonably determined that there may be is a conflict of interest between Indemnitee and the Company (or any other such party or parties) or there are legal defenses available to Indemnitee that are not available to the Company (or any such other party or parties). Notwithstanding either party’s assumption of responsibility for defense of a Claim, each party shall have the right to engage separate counsel at its own expense. The party having responsibility for defense of a Claim shall provide the other party and its counsel with all copies of pleadings and material correspondence relating to the Claim. Indemnitee and the Company shall reasonably cooperate in the defense of such Indemnifiable Claimany Claim with respect to which indemnification is sought hereunder, (iii) after a Change in Control, Indemnitee’s employment regardless of its counsel has been approved by the Independent counsel, (iv) the use of counsel chosen by whether the Company to represent or Indemnitee would present such counsel with an actual assumes the defense thereof. Indemnitee may not settle or potential conflict, (v) compromise any Claim without the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available to him or her that are different from or in addition to those available to prior written consent of the Company, (vi) any such representation by counsel chosen by the Company would be precluded under the applicable standards of professional conduct then prevailing or (vii) the Company which consent shall not in fact have employed counsel to assume be unreasonably withheld, conditioned or delayed. The Company may not settle or compromise any Claim without the defense prior written consent of such Indemnifiable ClaimIndemnitee, then Indemnitee which consent shall not be entitled to retain separate counsel (but not more than one law firm plusunreasonably withheld, if applicable, local counsel in respect of any particular Indemnifiable Claim) and all Expenses related to such separate counsel shall be borne by the Companyconditioned or delayed.

Defense of Claims. The Company shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Claim at its own expense and, except as otherwise provided below, Event or to the extent the Company so wishes, it may assume the defense thereof thereof, with counsel reasonably satisfactory to the Indemnitee. After notice from ; provided that if the Company to Indemnitee of its election to assume reasonably believes, after consultation with counsel selected by the defense of any Indemnifiable Claim, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by Indemnitee in connection with Indemnitee’s defense of such Indemnifiable Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ her own legal counsel in such Indemnifiable Claim, but all Expenses related to such counsel incurred after notice from the Company of is assumption of the defense shall be at Indemnitee’s own expenses; provided, however, that if (i) Indemnitee’s employment of its own legal counsel 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 such Indemnifiable Claim, (iii) after a Change in Control, Indemnitee’s employment of its counsel has been approved by the Independent counsel, (iv) the use of counsel chosen by the Company to represent the Indemnitee would present such counsel with an actual or potential conflictconflict of interest, (vii) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both (A) the Company or any subsidiary of the Company and (B) the Indemnitee, and the Indemnitee and Indemnitee shall conclude concludes that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company, Company or any subsidiary of the Company or (viiii) any such representation by such counsel chosen by the Company would be precluded under the applicable standards of professional conduct then prevailing or (vii) the Company shall not in fact have employed counsel to assume the defense of such Indemnifiable Claimprevailing, then the Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Indemnifiable Claim) at the Company’s expense. The Company shall not be liable to the Indemnitee under this Agreement for any amounts paid in settlement of any Claim relating to an Indemnifiable Event effected without the Company’s prior written consent. The Company shall not, without the prior written consent of the Indemnitee, effect any settlement of any Claim relating to an Indemnifiable Event which the Indemnitee is or could have been a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all Expenses related liability on all claims that are the subject matter of such Claim. Neither the Company nor the Indemnitee shall unreasonably withhold its or his or her consent to such separate counsel shall be borne any proposed settlement; provided that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee. To the fullest extent permitted by Texas law, the Company’s assumption of the defense of a Claim pursuant to this Section 15 will constitute an irrevocable acknowledgement by the CompanyCompany that any Indemnifiable Expenses incurred by or for the account of Indemnitee incurred in connection therewith are indemnifiable by the Company under Section 2 of this Agreement.

Defense of Claims. The With respect to any Proceeding as to which Indemnitee notifies the Company shall of the commencement thereof, the Company will be entitled to participate in the defense of any Indemnifiable Claim Proceeding at its own expense and, and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemniteethereof. After notice from the Company to Indemnitee of its election to assume the defense of any Indemnifiable ClaimProceeding, approval by Indemnitee (which approval shall not be unreasonably withheld, conditioned or delayed) of counsel designated by the Company and the retention of such counsel by the Company, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by Indemnitee in connection with Indemnitee’s the defense of such Indemnifiable Claim other than reasonable costs of investigation or as otherwise provided belowProceeding. Indemnitee shall have the right to employ her own legal counsel in such Indemnifiable ClaimProceeding, but all any Expenses related to such counsel subsequently incurred after notice from the Company of is assumption of by Indemnitee in connection with the defense of such Proceeding shall be at Indemnitee’s own expenses; provided, however, that if expense unless: (i) Indemnitee’s the employment of its own legal counsel by 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 such Indemnifiable Claimthe Proceeding, (iii) after a Change in Control, Indemnitee’s employment of its own counsel has been approved by the Independent counsel, Counsel or (iv) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (v) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company, (vi) any such representation by counsel chosen by the Company would be precluded under the applicable standards of professional conduct then prevailing or (vii) the Company shall not within thirty (30) days in fact have employed counsel to assume the defense of such Indemnifiable ClaimProceeding, then Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect each of any particular Indemnifiable Claim) and which cases all Expenses related to such separate counsel in connection with the Proceeding shall be borne by the Company. In the event separate counsel is retained by an Indemnitee pursuant to this Section 4.03, the Company shall cooperate with Indemnitee with respect to the defense of the Proceeding, including making documents, witnesses and other reasonable information related to the defense available to Indemnitee and such separate counsel pursuant to joint-defense agreements or confidentiality agreements, as appropriate. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) or (iv) above.

Defense of Claims. The Company shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Claim at its own expense and, except as otherwise provided below, Event or to the extent the Company so wishes, it may assume the defense thereof thereof, with counsel reasonably satisfactory to the Indemnitee. After notice from the Company to ; provided that, if Indemnitee of its election to assume the defense of any Indemnifiable Claimbelieves, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred after consultation with counsel selected by Indemnitee in connection with Indemnitee’s defense of such Indemnifiable Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ her own legal counsel in such Indemnifiable Claim, but all Expenses related to such counsel incurred after notice from the Company of is assumption of the defense shall be at Indemnitee’s own expenses; provided, however, that if (i) Indemnitee’s employment of its own legal counsel 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 such Indemnifiable Claim, (iii) after a Change in Control, Indemnitee’s employment of its counsel has been approved by the Independent counsel, (iv) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflictconflict of interest, (vii) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude concludes that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company, or (viiii) any such representation by such counsel chosen by the Company would be precluded under the applicable standards of professional conduct then prevailing or (vii) the Company shall not in fact have employed counsel to assume the defense of such Indemnifiable Claimprevailing, 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 Indemnifiable Claim) and all Expenses related to such separate counsel shall be borne by at the Company's expense. The Company shall not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any Claim relating to an Indemnifiable Event effected without the Company's prior written consent. The Company shall not, without the prior written consent of the Indemnitee, effect any settlement of any Claim relating to an Indemnifiable Event to which the Indemnitee is or could have been a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of Indemnitee from all liability on all claims that are the subject matter of such Claim. Neither the Company nor Indemnitee shall unreasonably withhold or delay its or his consent to any proposed settlement; provided that Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of Indemnitee.

Defense of Claims. The Company shall be entitled to participate in the defense of any Indemnifiable Claim at its own expense and, except as otherwise provided below, or to the extent the Company so wishes, it may assume the defense thereof thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Company to ; provided that if Indemnitee of its election to assume the defense of any Indemnifiable Claimreasonably believes, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred after consultation with counsel selected by Indemnitee in connection with Indemnitee’s defense of such Indemnifiable Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ her own legal counsel in such Indemnifiable Claim, but all Expenses related to such counsel incurred after notice from the Company of is assumption of the defense shall be at Indemnitee’s own expenses; provided, however, that if (i) Indemnitee’s employment of its own legal counsel 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 such Indemnifiable Claim, (iii) after a Change in Control, Indemnitee’s employment of its counsel has been approved by the Independent counsel, (iva) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (vb) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall reasonably conclude that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company, or (vic) any such representation by such counsel chosen by the Company would be precluded under the then-applicable standards of professional conduct then prevailing or (vii) the Company shall not in fact have employed counsel to assume the defense of such Indemnifiable Claimconduct, 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 Indemnifiable Claim) and all Expenses related to such separate counsel shall be borne by at the Company’s expense. The Company shall not be liable 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. The Company shall not, without the prior written consent of Indemnitee, effect any settlement of any threatened or pending Indemnifiable Claim to which Indemnitee is or could have been a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of Indemnitee from all liability on any claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor Indemnitee shall unreasonably withhold its consent to any proposed settlement; provided that Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of Indemnitee.

Defense of Claims. The Company shall be entitled to participate in the defense of any Indemnifiable Claim at its own expense and, except as otherwise provided below, or to the extent the Company so wishes, it may assume the defense thereof thereof, with counsel reasonably satisfactory to the Indemnitee. After notice from the Company to ; provided that if Indemnitee of its election to assume the defense of any Indemnifiable Claimbelieves, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred after consultation with counsel selected by Indemnitee in connection with Indemnitee’s defense of such Indemnifiable Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ her own legal counsel in such Indemnifiable Claim, but all Expenses related to such counsel incurred after notice from the Company of is assumption of the defense shall be at Indemnitee’s own expenses; provided, however, that if (i) Indemnitee’s employment of its own legal counsel 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 such Indemnifiable Claim, (iii) after a Change in Control, Indemnitee’s employment of its counsel has been approved by the Independent counsel, (iva) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (vb) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available to him or her Indemnitee that are different from or in addition to those available to the Company, or (vic) any such representation by such counsel chosen by the Company would be precluded under the applicable standards of professional conduct then prevailing or (vii) the Company shall not in fact have employed counsel to assume the defense of such Indemnifiable Claimprevailing, 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 Indemnifiable Claim) and all Expenses related to such separate counsel shall be borne by at the Company’s expense. The Company shall not be liable 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. The Company shall not, without the prior written consent of the Indemnitee, effect any settlement of any threatened or pending Indemnifiable Claim to which the Indemnitee is, or could have been, a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all liability on any claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor Indemnitee shall unreasonably withhold its, his or her consent to any proposed settlement; provided that Indemnitee may withhold his or her consent to any settlement that does not provide a complete and unconditional release of Indemnitee.

Defense of Claims. The Company shall will be entitled to participate in the defense of any Indemnifiable Claim at its own expense and, except as otherwise provided below, or to the extent the Company so wishes, it may assume the defense thereof thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Company to ; provided that if Indemnitee of its election to assume the defense of any Indemnifiable Claimbelieves, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred after consultation with counsel selected by Indemnitee in connection with Indemnitee’s defense of such Indemnifiable Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ her own legal counsel in such Indemnifiable Claim, but all Expenses related to such counsel incurred after notice from the Company of is assumption of the defense shall be at Indemnitee’s own expenses; provided, howeverXxxxxxxxxx, that if (i) Indemnitee’s employment of its own legal counsel 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 such Indemnifiable Claim, (iii) after a Change in Control, Indemnitee’s employment of its counsel has been approved by the Independent counsel, (iv) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (vii) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall will conclude that there may be one or more legal defenses available to him or her Indemnitee that are different from or in addition to those available to the Company, or (viiii) any such representation by such counsel chosen by the Company would be precluded under the applicable standards of professional conduct then prevailing or (vii) the Company shall not in fact have employed counsel to assume the defense of such Indemnifiable Claimprevailing, then Indemnitee shall will be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Indemnifiable Claim) at the Company’s expense. The Company will not be liable 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. The Company will not, without the prior written consent of Indemnitee, effect any settlement of any threatened or pending Indemnifiable Claim to which Indemnitee is, or could have been, a party unless such settlement (a) solely involves the payment of money, (b) does not include an admission of fault of Indemnitee, (c) does not materially adversely affect the Indemnitee’s defense in any other pending suit or proceeding involving the Company or any of its current or former directors and officers, and (d) includes a complete and unconditional release of Indemnitee from all Expenses related liability on any claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor Indemnitee will unreasonably withhold its consent to such separate counsel shall be borne any proposed settlement; provided that Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of Indemnitee and provided further that the failure by the Company or the Indemnitee to respond to a proposed settlement for a period of more than ten consecutive business days will constitute unreasonably withholding consent. To the fullest extent permitted by Maryland law, the Company’s assumption of the defense of a Claim pursuant to this Section 15 will constitute an irrevocable acknowledgement by the Company that any Expenses incurred by or for the account of Indemnitee incurred in connection therewith are indemnifiable by the Company under this Agreement.

Defense of Claims. The Except for any Indemnifiable Claim asserted by or in the right of the Company (as to which Indemnitee shall be entitled to exclusively control the defense), the Company shall be entitled to participate in the defense of any Indemnifiable Claim at its own expense andor, except as otherwise provided belowjointly with any other indemnifying party similarly notified, to the extent the Company so wishes, it may assume the defense thereof thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume The Company’s participation in the defense of any Indemnifiable Claim of which the Company has not assumed the defense will not in any manner affect the rights of Indemnitee under this Agreement, including Indemnitee’s right to control the defense of such Indemnifiable Claims. With respect to the period (if any) commencing at the time at which the Company notifies Indemnitee that the Company has assumed the defense of any Indemnifiable Claim and continuing for so long as the Company shall be using its reasonable best efforts to provide an effective defense of such Indemnifiable Claim, the Company shall not be liable have the right to Indemnitee control the defense of such Indemnifiable Claim and shall have no obligation under this Agreement in respect of any attorneys’ or otherwise for experts’ fees or expenses or any Expenses subsequently directly other costs or expenses paid or incurred by Indemnitee in connection with Indemniteedefending such Indemnifiable Claim (other than such costs and expenses actually and reasonably paid or incurred by Indemnitee in connection with any cooperation in the Company’s defense of such Indemnifiable Claim or other than reasonable costs action undertaken by Indemnitee at the request of investigation or as otherwise provided below. Indemnitee shall have the right to employ her own legal counsel in such Indemnifiable Claim, but all Expenses related to such counsel incurred after notice from the Company of is assumption or with the consent of the defense Company (which consent shall not be at Indemnitee’s own expensesunreasonably withheld, conditioned or delayed)); providedprovided that if Indemnitee believes, howeverafter consultation with counsel selected by Xxxxxxxxxx, that if (i) Indemnitee’s employment of its own legal counsel 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 such Indemnifiable Claim, (iii) after a Change in Control, Indemnitee’s employment of its counsel has been approved by the Independent counsel, (iva) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (vb) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company, or (vic) any such representation by such counsel chosen by the Company would be precluded under the applicable standards of professional conduct then prevailing or (vii) the Company shall not in fact have employed counsel to assume the defense of such Indemnifiable Claimprevailing, then Indemnitee shall be entitled to retain and use the services of separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Indemnifiable Claim) at the Company’s expense. Nothing in this Agreement shall limit Indemnitee’s right to retain or use his or her own counsel at his or her own expense in connection with any Indemnifiable Claim; provided that in all events Indemnitee shall not unreasonably interfere with the conduct of the defense by the Company of any Indemnifiable Claim that the Company shall have assumed and all Expenses related to such separate counsel of which the Company shall be borne by using its reasonable best efforts to provide an effective defense. The Company shall not be liable 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. The Company shall not, without the prior written consent of Indemnitee, effect any settlement of any threatened or pending Indemnifiable Claim to which Indemnitee is, or could have been, a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of Indemnitee from all liability on any claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor Indemnitee shall unreasonably withhold, condition or delay its consent to any proposed settlement; provided that Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of Indemnitee.

Defense of Claims. The Company shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Claim at its own expense and, except as otherwise provided below, Event or to the extent the Company so wishes, it may assume the defense thereof thereof, with counsel reasonably satisfactory to the Indemnitee. After notice from ; provided that if the Company to Indemnitee of its election to assume believes, after consultation with counsel selected by the defense of any Indemnifiable Claim, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by Indemnitee in connection with Indemnitee’s defense of such Indemnifiable Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ her own legal counsel in such Indemnifiable Claim, but all Expenses related to such counsel incurred after notice from the Company of is assumption of the defense shall be at Indemnitee’s own expenses; provided, however, that if (i) Indemnitee’s employment of its own legal counsel 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 such Indemnifiable Claim, (iii) after a Change in Control, Indemnitee’s employment of its counsel has been approved by the Independent counsel, (iv) the use of counsel chosen by the Company to represent the Indemnitee would present such counsel with an actual or potential conflictconflict of interest, (vii) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company or any subsidiary of the Company and the Indemnitee, and the Indemnitee and Indemnitee shall conclude concludes that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company or such subsidiary of the Company, or (viiii) any such representation by such counsel chosen by the Company would be precluded under the applicable standards of professional conduct then prevailing or (vii) the Company shall not in fact have employed counsel to assume the defense of such Indemnifiable Claimconduct, then the Indemnitee shall be entitled to retain separate counsel (but not more than one separate law firm plus, if applicable, separate local counsel in respect of any particular Indemnifiable Claim) at the Company’s expense. The Company shall not be liable to the Indemnitee under this Agreement for any amounts paid in settlement of any Claim relating to an Indemnifiable Event effected without the Company’s prior written consent. The Company shall not, without the prior written consent of the Indemnitee, effect any settlement of any Claim relating to an Indemnifiable Event to which the Indemnitee is or could have been a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all Expenses related liability on all claims that are the subject matter of such Claim. Neither the Company nor the Indemnitee shall unreasonably withhold, condition or delay its or his or her consent to such separate counsel shall be borne any proposed settlement; provided that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee or that admits misconduct by the CompanyIndemnitee or materially limits the Indemnitee’s future activities. In no event shall the Indemnitee be required to waive, prejudice or limit attorney-client privilege or work-product protection or other applicable privilege or protection.

Defense of Claims. The Company shall be entitled to participate in the defense of any Indemnifiable Claim at its own expense and, except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof thereof, with counsel reasonably satisfactory to the Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any such Indemnifiable Claim, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by Indemnitee in connection with Indemnitee’s defense of such Indemnifiable Claim other than reasonable costs of investigation or except as otherwise provided below. Indemnitee shall have the right to employ her own legal counsel in such Indemnifiable Claim, but all Expenses related to such counsel incurred after notice from the Company of is assumption of the defense shall be at Indemnitee’s own expenses; provided, however, that if (i) Indemnitee’s employment of its own legal counsel has been authorized by the Company, (ii) If Indemnitee has reasonably determined determined, after consultation with counsel selected by Indemnitee, that there may be a conflict of interest between Indemnitee and the Company in the defense of such Indemnifiable Claim, (iii) after a Change in Control, Indemnitee’s employment of its counsel has been approved by the Independent counsel, (iva) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (vb) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available to him or her Indemnitee that are different from or in addition to those available to the Company, or (vic) any such representation by such counsel chosen by the Company would be precluded under the applicable standards of professional conduct then prevailing or (vii) the Company shall not in fact have employed counsel to assume the defense of such Indemnifiable Claimprevailing, 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 Indemnifiable Claim) and all Expenses related at the Company’s expense. The Company shall not be liable to such separate counsel 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; provided, however , that if a Change in Control has occurred, the Company shall be borne by liable for indemnification of the CompanyIndemnitee for amounts paid in settlement if an Independent Counsel has approved the settlement. The Company shall not, without the prior written consent of the Indemnitee, effect any settlement of any threatened or pending Indemnifiable Claim which the Indemnitee is or could have been a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all liability on any claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor Indemnitee shall unreasonably withhold its consent to any proposed settlement; provided that Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of Indemnitee.

Defense of Claims. The Except for any Indemnifiable Claim asserted by or in the right of the Company (as to which Indemnitee shall be entitled to exclusively control the defense), the Company shall be entitled to participate in the defense of any Indemnifiable Claim at its own expense and, except as otherwise provided below, or to the extent the Company so wishes, it may assume the defense thereof thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume The Company’s participation in the defense of any Indemnifiable Claim of which the Company has not assumed the defense will not in any manner affect the rights of Indemnitee under this Agreement, including Indemnitee’s right to control the defense of such Indemnifiable Claims. With respect to the period (if any) commencing at the time at which the Company notifies Indemnitee that the Company has assumed the defense of any Indemnifiable Claim and continuing for so long as the Company shall be using its reasonable best efforts to provide an effective defense of such Indemnifiable Claim, the Company shall not be liable have the right to Indemnitee control the defense of such Indemnifiable Claim and shall have no obligation under this Agreement in respect of any attorneys’ or otherwise for experts’ fees or expenses or any Expenses subsequently directly other costs or expenses paid or incurred by Indemnitee in connection with Indemniteedefending such Indemnifiable Claim (other than such costs and expenses paid or incurred by Indemnitee in connection with any cooperation in the Company’s defense of such Indemnifiable Claim or other than reasonable costs action undertaken by Indemnitee at the request of investigation or as otherwise provided below. Indemnitee shall have the right to employ her own legal counsel in such Indemnifiable Claim, but all Expenses related to such counsel incurred after notice from the Company of is assumption or with the consent of the defense Company (which consent shall not be at unreasonably withheld, conditioned or delayed)); provided that if Indemnitee believes, after consultation with counsel selected by Indemnitee’s own expenses; provided, however, that if (i) Indemnitee’s employment of its own legal counsel 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 such Indemnifiable Claim, (iii) after a Change in Control, Indemnitee’s employment of its counsel has been approved by the Independent counsel, (iva) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (vb) the named 2019 04 Form of D&O Indemnification Agreement parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company, or (vic) any such representation by such counsel chosen by the Company would be precluded under the applicable standards of professional conduct then prevailing or (vii) the Company shall not in fact have employed counsel to assume the defense of such Indemnifiable Claimprevailing, then Indemnitee shall be entitled to retain and use the services of separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Indemnifiable Claim) at the Company’s expense. Nothing in this Agreement shall limit Indemnitee’s right to retain or use his or her own counsel at his or her own expense in connection with any Indemnifiable Claim; provided that in all events Indemnitee shall not unreasonably interfere with the conduct of the defense by the Company of any Indemnifiable Claim that the Company shall have assumed and all Expenses related to such separate counsel of which the Company shall be borne by using its reasonable best efforts to provide an effective defense. The Company shall not be liable 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. The Company shall not, without the prior written consent of Indemnitee, effect any settlement of any threatened or pending Indemnifiable Claim to which Indemnitee is, or could have been, a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of Indemnitee from all liability on any claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor Indemnitee shall unreasonably withhold, condition or delay its consent to any proposed settlement; provided that Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of Indemnitee.

Defense of Claims. The Company shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Claim at its own expense and, except as otherwise provided below, Event or to the extent the Company so wishes, it may assume the defense thereof thereof, with counsel reasonably satisfactory to the Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Indemnifiable Claim, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by Indemnitee in connection with Indemnitee’s defense of such Indemnifiable Claim other than reasonable costs of investigation or as otherwise ; provided below. Indemnitee shall have the right to employ her own legal counsel in such Indemnifiable Claim, but all Expenses related to such counsel incurred after notice from the Company of is assumption of the defense shall be at Indemnitee’s own expenses; provided, however, that if the Indemnitee reasonably believes, after consultation with counsel selected by the Indemnitee, that: (i) Indemnitee’s employment of its own legal counsel 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 such Indemnifiable Claim, (iii) after a Change in Control, Indemnitee’s employment of its counsel has been approved by the Independent counsel, (iv) the use of counsel chosen by the Company to represent the Indemnitee would present such counsel with an actual or potential conflict, conflict of interest; (vii) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both (A) the Company or any subsidiary of the Company and (B) the Indemnitee, and the Indemnitee and Indemnitee shall conclude concludes that there may be one or more legal defenses available to him or her Indemnitee that are different from or in addition to those available to the Company or any subsidiary of the Company, ; or (viiii) any such representation by such counsel chosen by the Company would be precluded under the applicable standards of professional conduct then prevailing or (vii) the Company shall not in fact have employed counsel to assume the defense of such Indemnifiable Claimprevailing, then the Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Indemnifiable Claim) at the Company’s expense. The Company shall not be liable to the Indemnitee under this Agreement for any amounts paid in settlement of any Claim relating to an Indemnifiable Event effected without the Company’s prior written consent. The Company shall not, without the prior written consent of the Indemnitee, effect any settlement of any Claim relating to an Indemnifiable Event which the Indemnitee is or could have been a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all Expenses related liability on all claims that are the subject matter of such Claim. Neither the Company nor the Indemnitee shall unreasonably withhold its or Indemnitee’s consent to such separate counsel shall be borne any proposed settlement; provided that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee. To the fullest extent permitted by California law, the Company’s assumption of the defense of a Claim pursuant to this Section 14 will constitute an irrevocable acknowledgement by the CompanyCompany that any Indemnifiable Expenses incurred by or for the account of Indemnitee incurred in connection therewith are indemnifiable by the Company under Section 2 of this Agreement.

Defense of Claims. Upon receipt of a Claim Notice from an indemnitee with respect to any Claim, the indemnitor shall have the right to assume and control the defense thereof (and any related settlement negotiations) with counsel reasonably satisfactory to such indemnitee, and the indemnitee shall cooperate in all reasonable respects in such defense. The Company indemnitee shall be entitled have the right to employ separate counsel at such indemnitee's expense in any action or claim and to participate in the defense thereof, provided, however, that the reasonable fees and expenses of any Indemnifiable Claim counsel employed by the indemnitee shall be at its own the expense and, except as otherwise provided below, of the indemnitor if such counsel is retained pursuant to the extent following sentence or if the Company so wishes, it may employment of such counsel has been specifically authorized in writing by the indemnitor. If the indemnitor does not notify the indemnitee within thirty (30) days after receipt of the Claim Notice of its intention to assume the defense thereof of such Claim, the indemnitee shall have the right to defend the claim with counsel of its choosing reasonably satisfactory to Indemnitee. After notice from the Company indemnitor, subject to Indemnitee the right of its election the indemnitor to assume the defense of any Indemnifiable Claimclaim at any time prior to settlement or final determination thereof. Notwithstanding anything to the contrary contained in this Section 17.4, (a) the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by Indemnitee in connection with Indemnitee’s defense of such Indemnifiable Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee indemnitee shall have the right to employ her separate counsel at its own legal counsel in such Indemnifiable Claim, but all Expenses related to such counsel incurred after notice from the Company of is assumption of the defense expense if there shall be at Indemnitee’s own expenses; provided, however, that if (i) Indemnitee’s employment of its own legal counsel 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 such Indemnifiable Claim, (iii) after a Change in Control, Indemnitee’s employment of its counsel has been approved by the Independent counsel, (iv) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (v) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude that there may be available one or more legal defenses available to him or her that are different from one or in addition to those more counterclaims available to the Companyindemnitee which conflicts with one or more defenses or one or more counterclaims available to the indemnitor, and (vi) any such representation by counsel chosen by the Company would be precluded under the applicable standards of professional conduct then prevailing or (viib) the Company indemnitor shall not in fact have employed counsel be entitled to assume the defense of such Indemnifiable Claim, then Indemnitee control (but shall be entitled to retain separate counsel (but not more than one law firm plusparticipate at its own expense in the defense of), and the indemnitee shall be entitled to have sole control over, the defense or settlement of any Claim to the extent such Claim seeks an order, injunction, non-monetary or other equitable relief against the indemnitee which, if applicablesuccessful, local counsel could result in respect a material adverse effect upon the business, financial condition, results of operations or assets of the indemnitee. The indemnitee shall send a written notice to the indemnitor of any particular Indemnifiable Claimproposed settlement of any claim, which settlement the indemnitor may reject, in its reasonable judgment, within thirty (30) and all Expenses related days of receipt of such notice. Failure to reject such separate counsel notice within such 30-day period shall be borne by the Companydeemed an acceptance of such notice.

Defense of Claims. The Company shall be entitled to participate in the defense of any Indemnifiable Claim at its own expense and, except as otherwise provided below, or to the extent the Company so wishes, it may assume the defense thereof thereof, with counsel reasonably satisfactory to the Indemnitee. After notice from the Company to ; provided that if Indemnitee of its election to assume the defense of any Indemnifiable Claimbelieves, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred after consultation with counsel selected by Indemnitee in connection with Indemnitee’s defense of such Indemnifiable Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ her own legal counsel in such Indemnifiable Claim, but all Expenses related to such counsel incurred after notice from the Company of is assumption of the defense shall be at Indemnitee’s own expenses; provided, however, that if (i) Indemnitee’s employment of its own legal counsel 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 such Indemnifiable Claim, (iii) after a Change in Control, Indemnitee’s employment of its counsel has been approved by the Independent counsel, (iva) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (vb) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company, or (vic) any such representation by such counsel chosen by the Company would be precluded under the applicable standards of professional conduct then prevailing or (vii) the Company shall not in fact have employed counsel to assume the defense of such Indemnifiable Claimprevailing, 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 Indemnifiable Claim) and all Expenses related to such separate counsel shall be borne by at the Company’s expense. The Company shall not be liable 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. The Company shall not, without the prior written consent of the Indemnitee, effect any settlement of any threatened or pending Indemnifiable Claim to which the Indemnitee is, or could have been, a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all liability on any claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor Indemnitee shall unreasonably withhold its consent to any proposed settlement; provided that the Indemnitee or the Company may withhold consent to any settlement that does not provide a complete and unconditional release.

Defense of Claims. The If the Company may be obligated to make any indemnity in connection with a Proceeding, the Company shall be entitled to participate in assume the defense of any Indemnifiable Claim at its own expense and, except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof such Proceeding with counsel reasonably satisfactory to approved by Indemnitee. After notice from , which approval shall not be unreasonably withheld, upon the Company delivery to Indemnitee of written notice of its election to assume do so. After delivery of such notice, approval of such counsel by Indemnitee and the defense retention of any Indemnifiable Claimsuch counsel by the Company, the Company shall will not be liable to Indemnitee under this Agreement or otherwise for any Expenses fees or expenses of counsel subsequently directly incurred by Indemnitee in connection with Indemniteerespect to the same Proceeding. Notwithstanding the Company’s defense of such Indemnifiable Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ her own legal counsel in such Indemnifiable Claim, but all Expenses related to such counsel incurred after notice from the Company of is assumption of the defense of any such Proceeding, the Company shall be at obligated to pay the fees and expenses of Indemnitee’s own expenses; provided, however, that if separate counsel to the extent (i) Indemnitee’s the employment of its own legal separate counsel has been by Indemnitee is authorized by the Company, (ii) counsel for the Company or Indemnitee has shall have reasonably determined concluded that there may be a conflict of interest between Indemnitee and the Company and Indemnitee in the conduct of any such defense of such Indemnifiable Claimthat Indemnitee needs to be separately represented, (iii) after a Change in Control, Indemnitee’s employment of the Company is not financially or legally able to perform its counsel has been approved by the Independent counsel, indemnification obligations or (iv) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (v) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company, (vi) any such representation by counsel chosen by the Company would be precluded under the applicable standards of professional conduct then prevailing or (vii) the Company shall not have retained, or shall not continue to retain, such counsel to defend such Proceeding. Indemnitee agrees that any such separate counsel will be a member of any approved list of panel counsel under the Company’s applicable directors’ and officers’ insurance policy, should the applicable policy provide for a panel of approved counsel. Regardless of any provision in fact this Agreement, Indemnitee shall have employed the right to employ counsel in any Proceeding at Indemnitee’s personal expense. The Company shall not be entitled, without the consent of Indemnitee, to assume the defense of such Indemnifiable Claim, then Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel any claim brought by or in respect the right of any particular Indemnifiable Claim) and all Expenses related to such separate counsel shall be borne by the Company.

Defense of Claims. The Company shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Claim at its own expense and, except as otherwise provided below, Event or to the extent the Company so wishes, it may assume the defense thereof thereof, with counsel reasonably satisfactory to the Indemnitee. After notice from the Company to ; provided that if Indemnitee of its election to assume the defense of any Indemnifiable Claimbelieves, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred after consultation with counsel selected by Indemnitee in connection with Indemnitee’s defense of such Indemnifiable Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ her own legal counsel in such Indemnifiable Claim, but all Expenses related to such counsel incurred after notice from the Company of is assumption of the defense shall be at Indemnitee’s own expenses; provided, however, that if (i) Indemnitee’s employment of its own legal counsel 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 such Indemnifiable Claim, (iii) after a Change in Control, Indemnitee’s employment of its counsel has been approved by the Independent counsel, (iva) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflictconflict of interest, (vb) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude concludes that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company, (vic) any such representation by such counsel chosen by the Company would be precluded under the applicable standards of professional conduct then prevailing prevailing, or (viid) Indemnitee concludes that such counsel has failed, or is failing, to adequately protect the interests of the Indemnitee after written notice to such counsel and the Company shall not explaining in fact have employed counsel to assume reasonable detail the defense of basis for such Indemnifiable Claimconclusion, 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 Indemnifiable Claim) and all Expenses related to such separate counsel shall be borne by at the Company’s expense. The Company shall not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any Claim relating to an Indemnifiable Event effected without the Company’s prior written consent. The Company shall not, without the prior written consent of the Indemnitee, effect any settlement of any Claim relating to an Indemnifiable Event that the Indemnitee is or could have been a party to, unless such settlement solely involves the payment of money and includes a complete and unconditional release of Indemnitee from all liability on all claims that are the subject matter of such Claim. Neither the Company nor Indemnitee shall unreasonably withhold its or his or her consent to any proposed settlement; provided that Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of Indemnitee.

Defense of Claims. The Company shall be entitled to participate in the defense of any Indemnifiable Claim at its own expense and, except as otherwise provided below, or to the extent the Company so wishes, it may assume the defense thereof thereof, with counsel reasonably satisfactory to the Indemnitee. After notice from the Company to ; provided that if Indemnitee of its election to assume the defense of any Indemnifiable Claimbelieves, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred after consultation with counsel selected by Indemnitee in connection with Indemnitee’s defense of such Indemnifiable Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ her own legal counsel in such Indemnifiable Claim, but all Expenses related to such counsel incurred after notice from the Company of is assumption of the defense shall be at Indemnitee’s own expenses; provided, however, that if (i) Indemnitee’s employment of its own legal counsel 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 such Indemnifiable Claim, (iii) after a Change in Control, Indemnitee’s employment of its counsel has been approved by the Independent counsel, (iva) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (v) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company, (vib) any such representation by such counsel chosen by the Company would be precluded under the applicable standards of professional conduct then prevailing prevailing, (c) if there has been a Change of Control, or (viid) the Company shall not in fact have employed counsel to assume the defense of such 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 respect of any particular Indemnifiable Claim) and all Expenses related at the Company’s expense. The Company shall not be liable to such separate counsel 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 borne by liable for indemnification of the CompanyIndemnitee for amounts paid in settlement if the Independent Counsel has approved the settlement. The Company shall not settle any Indemnifiable Claim in any manner that would impose any Losses on the Indemnitee without the Indemnitee’s prior written consent.

Defense of Claims. The Company shall be entitled to participate in the defense of any Indemnifiable Claim at its own expense and, except as otherwise provided below, or to the extent the Company so wishes, it may assume the defense thereof thereof, with counsel reasonably satisfactory to the Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Indemnifiable Claim, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by Indemnitee in connection with Indemnitee’s defense of such Indemnifiable Claim other than reasonable costs of investigation or as otherwise ; provided below. Indemnitee shall have the right to employ her own legal counsel in such Indemnifiable Claim, but all Expenses related to such counsel incurred after notice from the Company of is assumption of the defense shall be at Indemnitee’s own expenses; provided, however, that if Indemnitee believes, after consultation with counsel selected by Indemnitee, that: (i) Indemnitee’s employment of its own legal counsel 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 such Indemnifiable Claim, (iii) after a Change in Control, Indemnitee’s employment of its counsel has been approved by the Independent counsel, (iva) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, ; (vb) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company, ; or (vic) any such representation by such counsel chosen by the Company would be precluded under the applicable standards of professional conduct then prevailing or (vii) the Company shall not in fact have employed counsel to assume the defense of such Indemnifiable Claimprevailing, 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 Indemnifiable Claim) and all Expenses related to such separate counsel shall be borne by at the Company's expense. The Company shall not be liable 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. The Company shall not, without the prior written consent of the Indemnitee, effect any settlement of any threatened or pending Indemnifiable Claim to which the Indemnitee is, or could have been, a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all liability on any claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor Indemnitee shall unreasonably withhold its consent to any proposed settlement; provided that Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of Indemnitee. Notwithstanding the foregoing, the Company will not be entitled to assume the defense of any Indemnifiable Claim as to which Indemnitee has reasonably made the conclusion provided for in Section 1.14(b).

Defense of Claims. The Within 20 business days of notice and provided that the Company agrees in writing that the Claim or Indemnifiable Event would be permitted under applicable law and Independent Legal Counsel has not rendered an opinion that the Claim or Indemnifiable Event is not permitted to be indemnified under applicable law, the Company shall be entitled to participate in the defense of any Indemnifiable Claim at its own expense and, 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 its election to assume the defense of any Claim relating to an Indemnifiable ClaimEvent, with counsel reasonably satisfactory to the Company shall not be liable to Indemnitee; provided that if Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred believes, after consultation with counsel selected by Indemnitee in connection with Indemnitee’s defense of such Indemnifiable Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ her own legal counsel in such Indemnifiable Claim, but all Expenses related to such counsel incurred after notice from the Company of is assumption of the defense shall be at Indemnitee’s own expenses; provided, however, that if (i) Indemnitee’s employment of its own legal counsel 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 such Indemnifiable Claim, (iii) after a Change in Control, Indemnitee’s employment of its counsel has been approved by the Independent counsel, (iv) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflictconflict of interest, (vii) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude concludes that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company, or (viiii) any such representation by such counsel chosen by the Company would be precluded under the applicable standards of professional conduct then prevailing or (vii) the Company shall not in fact have employed counsel to assume the defense of such Indemnifiable Claimprevailing, 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 Indemnifiable Claim) and all Expenses related to such separate counsel shall be borne by at the Company’s expense. The Company shall not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any Claim relating to an Indemnifiable Event effected without the Company’s prior written consent; provided, however, that the consent of the Company is not required if the Company has assumed the defense and the counsel that is defending the Claim recommends that the Indemnitee settle the claim for a specified dollar amount. The Company shall not, without the prior written consent of the Indemnitee, effect any settlement of any Claim relating to an Indemnifiable Event which the Indemnitee is or could have been a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of Indemnitee from all liability on all claims that are the subject matter of such Claim. Neither the Company nor Indemnitee shall unreasonably withhold its or his or her consent to any proposed settlement; provided that Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of Indemnitee.

Defense of Claims. The Company Subject to the provisions of applicable policies of directors’ and officers’ liability insurance, the Corporation shall be entitled to participate in the defense of any Indemnifiable Claim at its own expense and, except as otherwise provided below, or to the extent the Company so wishes, it may assume or lead the defense thereof with counsel reasonably satisfactory to the Indemnitee. After notice from , at the Company to Corporation’s expense; provided that if Indemnitee of its election to assume the defense of any Indemnifiable Claimdetermines, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred after consultation with counsel selected by Indemnitee in connection with Indemnitee’s defense of such Indemnifiable Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ her own legal counsel in such Indemnifiable Claim, but all Expenses related to such counsel incurred after notice from the Company of is assumption of the defense shall be at Indemnitee’s own expenses; provided, however, that if (i) Indemnitee’s employment of its own legal counsel 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 such Indemnifiable Claim, (iii) after a Change in Control, Indemnitee’s employment of its counsel has been approved by the Independent counsel, (iva) the use of counsel chosen by the Company Corporation to represent Indemnitee would present such counsel with an actual or potential conflict, (vb) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company Corporation and Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the CompanyCorporation, (vic) any such representation by such counsel chosen by the Company would be precluded under the applicable standards of professional conduct then prevailing prevailing, or (viid) Indemnitee has interests in the Company shall not claim or underlying subject matter that are different from or in fact have employed counsel addition to assume those of other Persons against whom the defense of such Indemnifiable ClaimClaim has been made or might reasonably be expected to be made, 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 Indemnifiable ClaimClaim for all indemnitees in Indemnitee’s circumstances) and all Expenses related to the full amount of any reasonable fees and expenses incurred by Indemnitee in connection with retaining such separate counsel and assuming its own defense of such Indemnifiable Claim shall be borne by an Indemnifiable Loss subject to the Companyprovisions of this Agreement. The Corporation shall not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Indemnifiable Claim effected without the Corporation’s prior written consent. The Corporation shall not, without the prior written consent of the Indemnitee, effect any settlement of any threatened or pending Indemnifiable Claim which the Indemnitee is or could have been a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all liability on any claims that are the subject matter of such Indemnifiable Claim. Neither the Corporation nor Indemnitee shall unreasonably withhold its consent to any proposed settlement; provided that Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of Indemnitee.

Defense of Claims. The Company shall be entitled to participate in the defense of any Indemnifiable Claim at its own expense and, 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 its election to assume the defense of any Indemnifiable Claim, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by Indemnitee in connection with Indemnitee’s defense of such Indemnifiable Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee Seller shall have the right to employ her undertake by counsel of its own legal counsel choosing, the defense of a claim by a third party which has resulted in a claim for indemnification hereunder. If Seller shall elect not to undertake such Indemnifiable Claimdefense, but all Expenses related to such counsel incurred or within a reasonable time after notice of any such claim from the Company Indemnified Persons shall fail to defend in a reasonable manner, the Indemnified Persons (upon further written notice to Seller) shall have the right to undertake the defense, compromise or settlement of such claim, by counsel or other representatives of their own choosing, on behalf of and for the account and risk of Seller (subject to the right of Seller to assume defense of such claim at any time prior to settlement, compromise or final determination thereof). Notwithstanding anything to the contrary herein, if there is assumption a reasonable probability that a claim may materially and adversely affect the Indemnified Persons, other than as a result of the defense shall be at Indemnitee’s own expenses; providedmoney damages or other money payments, however, that if (i) Indemnitee’s employment all Indemnified Persons shall have the right, at their own cost and expense, to participate in the defense, compromise or settlement of its own legal counsel has been authorized by the Companyclaim, (ii) Indemnitee has reasonably determined that there may be Seller shall not, without all Indemnified Persons' written consent, settle or compromise any claim or consent to entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to all Indemnified Persons of a conflict of interest between Indemnitee and the Company release from all liability in the defense respect of such Indemnifiable Claimclaim, and (iii) after a Change in Controlthe event that Seller undertakes defense of any claim, Indemnitee’s employment the Indemnified Persons, by counsel or other representatives of their own choosing and at their sole cost and expense, shall have the right to consult with Seller and its counsel has been approved by concerning such claim and Seller and the Independent counsel, (iv) the use of Indemnified Persons and their respective counsel chosen by the Company to represent Indemnitee would present such counsel or other representatives shall cooperate with an actual or potential conflict, (v) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company, (vi) any such representation by counsel chosen by the Company would be precluded under the applicable standards of professional conduct then prevailing or (vii) the Company shall not in fact have employed counsel to assume the defense of such Indemnifiable Claim, 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 Indemnifiable Claim) and all Expenses related to such separate counsel shall be borne by the Companyclaim.

Defense of Claims. The Company shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Claim at its own expense and, except as otherwise provided below, Event or to the extent the Company so wishes, it may assume the defense thereof thereof, with counsel reasonably satisfactory to the Indemnitee. After notice from the Company to ; provided that if Indemnitee of its election to assume the defense of any Indemnifiable Claimbelieves, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred after consultation with counsel selected by Indemnitee in connection with Indemnitee’s defense of such Indemnifiable Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ her own legal counsel in such Indemnifiable Claim, but all Expenses related to such counsel incurred after notice from the Company of is assumption of the defense shall be at Indemnitee’s own expenses; provided, howeverXxxxxxxxxx, that if (i) Indemnitee’s employment of its own legal counsel 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 such Indemnifiable Claim, (iii) after a Change in Control, Indemnitee’s employment of its counsel has been approved by the Independent counsel, (iv) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflictconflict of interest, (vii) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company Company, or any subsidiary of the Company, and Indemnitee and Indemnitee shall conclude concludes that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company or any subsidiary of the Company, or (viiii) any such representation by such counsel chosen by the Company would be precluded under the applicable standards of professional conduct then prevailing or (vii) the Company shall not in fact have employed counsel to assume the defense of such Indemnifiable Claimprevailing, 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 Indemnifiable Claim) and all Expenses related to such separate counsel shall be borne by at the Company’s expense. The Company shall not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any Claim relating to an Indemnifiable Event effected without the Company’s prior written consent. The Company shall not, without the prior written consent of the Indemnitee, effect any settlement of any Claim relating to an Indemnifiable Event which the Indemnitee is or could have been a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of Indemnitee from all liability on all claims that are the subject matter of such Claim. Neither the Company nor Indemnitee shall unreasonably withhold, condition or delay its or his or her consent to any proposed settlement; provided that Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of Indemnitee. In no event shall Indemnitee be required to waive, prejudice or limit attorney-client privilege or work-product protection or other applicable privilege or protection.

Defense of Claims. The Company shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Claim at its own expense and, except as otherwise provided below, Event or to the extent the Company so wishes, it may assume the defense thereof thereof, with counsel reasonably satisfactory to the Indemnitee. After notice from ; provided that if the Company to Indemnitee of its election to assume believes, after consultation with counsel selected by the defense of any Indemnifiable Claim, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by Indemnitee in connection with Indemnitee’s defense of such Indemnifiable Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ her own legal counsel in such Indemnifiable Claim, but all Expenses related to such counsel incurred after notice from the Company of is assumption of the defense shall be at Indemnitee’s own expenses; provided, however, that if (i) Indemnitee’s employment of its own legal counsel 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 such Indemnifiable Claim, (iii) after a Change in Control, Indemnitee’s employment of its counsel has been approved by the Independent counsel, (iv) the use of counsel chosen by the Company to represent the Indemnitee would present such counsel with an actual or potential conflictconflict of interest, (vii) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company or any subsidiary of the Company and the Indemnitee, and the Indemnitee and Indemnitee shall conclude concludes that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company or such subsidiary of the Company, or (viiii) any such representation by such counsel chosen by the Company would be precluded under the applicable standards of professional conduct then prevailing or (vii) the Company shall not in fact have employed counsel to assume the defense of such Indemnifiable Claimconduct, then the Indemnitee shall be entitled to retain separate counsel (but not more than one separate law firm plus, if applicable, separate local counsel in respect of any particular Indemnifiable Claim) at the Company’s expense. The Company shall not be liable to the Indemnitee under this Agreement for any amounts paid in settlement of any Claim relating to an Indemnifiable Event effected without the Company’s prior written consent. The Company shall not, without the prior written consent of the Indemnitee, effect any settlement of any Claim relating to an Indemnifiable Event to which the Indemnitee is or could have been a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all Expenses related liability on all claims that are the subject matter of such Claim. Neither the Company nor the Indemnitee shall unreasonably withhold, condition or delay its or his or her consent to such separate counsel shall be borne any proposed settlement; provided that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee [or that admits misconduct by the CompanyIndemnitee or materially limits the Indemnitee’s future activities]. In no event shall the Indemnitee be required to waive, prejudice or limit attorney-client privilege or work-product protection or other applicable privilege or protection.

Defense of Claims. The Company shall will be entitled to participate in the defense (including, without limitation, the negotiation and approval of any Indemnifiable settlement) of any Claim at its own expense and, except as otherwise provided below, to the extent in respect of which Indemnitee may seek indemnification from the Company so wisheshereunder, it may or to assume the defense thereof thereof, with counsel reasonably satisfactory to the Indemnitee. After notice from , provided that in the Company to Indemnitee of its election to assume the defense of any Indemnifiable Claim, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by Indemnitee in connection with Indemnitee’s defense of such Indemnifiable Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ her own legal counsel in such Indemnifiable Claim, but all Expenses related to such counsel incurred after notice from the Company of is assumption of the defense shall be at Indemnitee’s own expenses; provided, however, event that if (i) Indemnitee’s employment of its own legal counsel 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 such Indemnifiable Claim, (iii) after a Change in Control, Indemnitee’s employment of its counsel has been approved by the Independent counsel, (iv) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (vii) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company, or (viiii) any such representation by counsel chosen by the Company would be precluded under the applicable standards of professional conduct then prevailing or (vii) the Company shall not in fact have employed counsel to assume the defense of such Indemnifiable Claimprevailing, then Indemnitee shall will be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Indemnifiable Claim) and all Expenses related to such separate counsel at the Company’s expense. Notwithstanding the preceding sentence, in any event the Company shall be borne by liable to Indemnitee under this Agreement for the Companyreasonable costs of investigation and preparation for the defense of any Claim (including, without limitation, appearing as a witness and reasonable fees and expenses of counsel in connection therewith). The Company will not, without the prior written consent of the Indemnitee, effect any settlement of any threatened or pending Claim that the Indemnitee is or could have been a party to unless such settlement solely involves the payment of money and includes an unconditional release of the Indemnitee from all liability on any claims that are the subject matter of such Claim.

Defense of Claims. The Company In connection with any claim which may ----------------- give rise to indemnity under this Article IX resulting from or arising out of any claim or Proceeding against an Indemnitee by a Person that is not a party hereto, the Indemnifying Parties may (unless such Indemnitee elects not to seek indemnity hereunder for such claim), upon written notice sent at any time to the relevant Indemnitee, assume the defense of any such claim or Proceeding if all Indemnifying Parties with respect to such claim or Proceeding jointly acknowledge to the Indemnitee the Indemnitee's right to indemnity pursuant hereto in respect of the entirety of such claim (as such claim may have been modified through written agreement of the parties or arbitration hereunder) and provide assurances, reasonably satisfactory to such Indemnitee, that the Indemnifying Parties will be financially able to satisfy such claim in full if such claim or Proceeding is decided adversely. If the Indemnifying Parties assume the defense of any such claim or Proceeding, the Indemnifying Parties shall select counsel reasonably acceptable to such Indemnitee (the parties agree that any Indemnitee shall be precluded from asserting that the firms of Kirkland & Ellis or Gibson, Dxxx & Xxutcxxx XLP axx xxx rxxxxnabxx xxxxxtable) to conduct the defense of such claim or Proceeding, shall take all steps reasonably necessary in the defense or settlement thereof and shall at all times diligently and promptly pursue the resolution thereof. If the Indemnifying Parties shall have assumed the defense of any claim or Proceeding in accordance with this Section 9.04, the Indemnifying Parties shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any such claim or Proceeding, without the prior written consent of such Indemnitee; provided, however, that the Indemnifying Parties shall pay or cause to be paid all amounts arising out of such settlement or judgment either con- currently with the effectiveness thereof or shall obtain and deliver to such Indemnitees prior to the execution of such settlement a general release executed by the Person not a party hereto, which general release shall release such Indemnitee from any liability in such matter; provided, further, that the Indemnifying Parties shall not be authorized to encumber any of the assets of any Indemnitee or to agree to any restriction that would apply to any Indemnitee or to its conduct of business; and provided, further, that a condition to any such settlement shall be a complete release of such Indemnitee and its Affiliates, officers, employees, consultants and agents with respect to such claim. Such Indemnitee shall be entitled to participate in (but not control) the defense of any Indemnifiable Claim such action, with its own counsel and at its own expense andexpense. Each Indemnitee shall, except as otherwise provided belowand shall cause each of its Affiliates, to officers, employees, consultants and agents to, cooperate fully with the extent the Company so wishes, it may assume Indemnifying Parties in the defense thereof with counsel reasonably satisfactory of any claim or Proceeding being defended by the Indemnifying Parties pursuant to Indemniteethis Section 9.04. After notice from If the Company to Indemnitee of its election to Indemnifying Parties do not assume the defense of any Indemnifiable Claimclaim or Proceeding resulting there- from in accordance with the terms of this Section 9.04, such Indemnitee may defend against such claim or Proceeding in such manner as it may deem appropriate, including settling such claim or Proceeding after giving notice of the same to the Indemnifying Parties, on such terms as such Indemnitee may deem appropriate. If the Indemnifying Parties seek to question the manner in which such Indemnitee defended such claim or Proceeding or the amount of or nature of any such settlement, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by Indemnitee in connection with Indemnitee’s defense of such Indemnifiable Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee Indemnifying Parties shall have the right burden to employ her own legal counsel in such Indemnifiable Claim, but all Expenses related to such counsel incurred after notice from the Company of is assumption prove by a preponderance of the defense shall be at Indemnitee’s own expenses; provided, however, evidence that if (i) Indemnitee’s employment of its own legal counsel has been authorized by the Company, (ii) such Indemnitee has did not defend such claim or Proceeding in a reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of such Indemnifiable Claim, (iii) after a Change in Control, Indemnitee’s employment of its counsel has been approved by the Independent counsel, (iv) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (v) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company, (vi) any such representation by counsel chosen by the Company would be precluded under the applicable standards of professional conduct then prevailing or (vii) the Company shall not in fact have employed counsel to assume the defense of such Indemnifiable Claim, 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 Indemnifiable Claim) and all Expenses related to such separate counsel shall be borne by the Companyprudent manner.

Defense of Claims. The With respect to any Proceeding as to which Indemnitee notifies the Company shall of the commencement thereof, the Company will be entitled to participate in the defense of any Indemnifiable Claim Proceeding at its own expense and, and 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 its election to assume the defense of any Indemnifiable ClaimProceeding, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by Indemnitee in connection with Indemnitee’s the defense of such Indemnifiable Claim Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ her own legal counsel in such Indemnifiable ClaimProceeding, but all Expenses related to such counsel thereto incurred after notice from the Company of is its assumption of the defense shall be at Indemnitee’s own expenses; provided, however, that if expense unless: (i) Indemnitee’s the employment of its own legal counsel by 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 such Indemnifiable Claimthe 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), Indemnitee’s the employment of its counsel by Indemnitee has been approved by the Independent counselCounsel, or (iv) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (v) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company, (vi) any such representation by counsel chosen by the Company would be precluded under the applicable standards of professional conduct then prevailing or (vii) the Company shall not in fact have employed counsel to assume the defense of such Indemnifiable ClaimProceeding, then Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect each of any particular Indemnifiable Claim) and which cases all Expenses related to such separate counsel of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

Defense of Claims. The Company shall be entitled to participate in the defense of any Indemnifiable Claim at its own expense and, except as otherwise provided below, or to the extent the Company so wishes, it may assume the defense thereof thereof, with counsel reasonably satisfactory to the Indemnitee. After notice from the Company to ; provided that if Indemnitee of its election to assume the defense of any Indemnifiable Claimreasonably believes, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred after consultation with counsel selected by Indemnitee in connection with Indemnitee’s defense of such Indemnifiable Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ her own legal counsel in such Indemnifiable Claim, but all Expenses related to such counsel incurred after notice from the Company of is assumption of the defense shall be at Indemnitee’s own expenses; provided, however, that if (i) Indemnitee’s employment of its own legal counsel 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 such Indemnifiable Claim, (iii) after a Change in Control, Indemnitee’s employment of its counsel has been approved by the Independent counsel, (iva) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (vb) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company, or (vic) any such representation by such counsel chosen by the Company would be precluded under the applicable standards of professional conduct then prevailing or (vii) the Company shall not in fact have employed counsel to assume the defense of such Indemnifiable Claimprevailing, 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 Indemnifiable Claim) and all Expenses related to such separate counsel shall be borne by at the Company’s expense. The Company shall not be liable 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. The Company shall not, without the prior written consent of the Indemnitee, effect any settlement of any threatened or pending Indemnifiable Claim to which the Indemnitee is, or could have been, a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all liability on any claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor Indemnitee shall unreasonably withhold its consent to any proposed settlement; provided that Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of Indemnitee.

Defense of Claims. The Company shall be entitled entitled, at its option and expense, either to participate in the defense of any Claim relating to an Indemnifiable Claim at its own expense andEvent or, except as otherwise provided belowupon written notice to the Indemnitee, 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 and after delivery of its election to assume the defense of any Indemnifiable Claimsuch notice, the Company shall not be liable to the Indemnitee under this Agreement or otherwise for any Expenses fees or expenses of counsel subsequently directly incurred by the Indemnitee in connection with Indemnitee’s defense of respect to such Indemnifiable Claim other than reasonable costs of investigation or as otherwise Claim; provided below. that (i) the Indemnitee shall have the right to employ her own legal retain separate counsel in respect of such Indemnifiable Claim, but all Expenses related to such counsel incurred after notice from Claim at the Company of is assumption of the defense shall be at Indemnitee’s own expenses; providedexpense or, however, that if (i) Indemnitee’s employment of its own legal counsel has been previously authorized in writing by the Company, at the Company’s expense, and (ii) if the Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of such Indemnifiable Claimbelieves, (iii) after a Change in Control, Indemnitee’s employment of its consultation with counsel has been approved selected by the Independent counselIndemnitee, that (ivA) the use of counsel chosen by the Company to represent the Indemnitee would present such counsel with an actual or potential conflictconflict of interest, (vB) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company or any subsidiary of the Company and the Indemnitee, and the Indemnitee and Indemnitee shall conclude concludes that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company or any subsidiary of the Company, or (viC) any such representation by such counsel chosen by the Company would be precluded under the applicable standards of professional conduct then prevailing or (vii) the Company shall not in fact have employed counsel to assume the defense of such Indemnifiable Claimprevailing, then the Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Indemnifiable Claim) and all Expenses related to such separate counsel shall be borne by at the Company’s expense. The Company shall not be liable to the Indemnitee under this Agreement for any amounts paid in settlement of any Claim relating to an Indemnifiable Event effected without the Company’s prior written consent. The Company shall not, without the prior written consent of the Indemnitee, effect any settlement of any Claim relating to an Indemnifiable Event which the Indemnitee is or could have been a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all liability on all claims that are the subject matter of such Claim. Neither the Company nor the Indemnitee shall unreasonably withhold its or his or her consent to any proposed settlement; provided that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee.

Defense of Claims. The Company shall be entitled to participate in the defense of any Indemnifiable Claim at its own expense and, 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 its election or to assume the defense of any thereof, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld); without limiting Indemnitee’ ​ ​ s right to approve counsel selected by Company to defend an Indemnifiable Claim, the Company shall not be liable to if Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred believes, after consultation with counsel selected by Indemnitee in connection with Indemnitee’s defense of such Indemnifiable Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ her own legal counsel in such Indemnifiable Claim, but all Expenses related to such counsel incurred after notice from the Company of is assumption of the defense shall be at Indemnitee’s own expenses; provided, however, that if (i) Indemnitee’s employment of its own legal counsel 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 such Indemnifiable Claim, (iii) after a Change in Control, Indemnitee’s employment of its counsel has been approved by the Independent counsel, (iva) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (vb) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available to him or her Indemnitee that are different from or in addition to those available to the Company, or (vic) any such representation by such counsel chosen by the Company would be precluded under the applicable standards of professional conduct then prevailing or (vii) the Company shall not in fact have employed counsel to assume the defense of such Indemnifiable Claimprevailing, 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 Indemnifiable Claim) and all Expenses related to such separate counsel shall be borne by at the Company’s expense. The Company shall not be liable 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. The Company shall not, without the prior written consent of the Indemnitee, effect any settlement of any threatened or pending Indemnifiable Claim which the Indemnitee is or could have been a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all liability on any claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor Indemnitee shall unreasonably withhold its consent to any proposed settlement; provided that Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of Indemnitee.

Defense of Claims. The Company shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Claim at its own expense and, except as otherwise provided below, Event or to the extent the Company so wishes, it may assume the defense thereof thereof, with counsel reasonably satisfactory to the Indemnitee. After notice from the Company to ; provided that, if Indemnitee of its election to assume the defense of any Indemnifiable Claimbelieves, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred after consultation with counsel selected by Indemnitee in connection with Indemnitee’s defense of such Indemnifiable Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ her own legal counsel in such Indemnifiable Claim, but all Expenses related to such counsel incurred after notice from the Company of is assumption of the defense shall be at Indemnitee’s own expenses; provided, however, that if (i) Indemnitee’s employment of its own legal counsel 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 such Indemnifiable Claim, (iii) after a Change in Control, Indemnitee’s employment of its counsel has been approved by the Independent counsel, (iv) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflictconflict of interest, (vii) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude concludes that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company, or (viiii) any such representation by such counsel chosen by the Company would be precluded under the applicable standards of professional conduct then prevailing or (vii) the Company shall not in fact have employed counsel to assume the defense of such Indemnifiable Claimprevailing, 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 Indemnifiable Claim) and all Expenses related to such separate counsel shall be borne by at the Company’s expense. The Company shall not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any Claim relating to an Indemnifiable Event effected without the Company’s prior written consent. The Company shall not, without the prior written consent of the Indemnitee, effect any settlement of any Claim relating to an Indemnifiable Event to which the Indemnitee is or could have been a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of Indemnitee from all liability on all claims that are the subject matter of such Claim. Neither the Company nor Indemnitee shall unreasonably withhold or delay its or his consent to any proposed settlement; provided that Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of Indemnitee.

Defense of Claims. The Company shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Claim at its own expense and, except as otherwise provided below, Event or to the extent the Company so wishes, it may assume the defense thereof thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Company to ; provided that if Indemnitee of its election to assume the defense of any Indemnifiable Claimbelieves, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred after consultation with counsel selected by Indemnitee in connection with Indemnitee’s defense of such Indemnifiable Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ her own legal counsel in such Indemnifiable Claim, but all Expenses related to such counsel incurred after notice from the Company of is assumption of the defense shall be at Indemnitee’s own expenses; provided, however, that if (i) Indemnitee’s employment of its own legal counsel 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 such Indemnifiable Claim, (iii) after a Change in Control, Indemnitee’s employment of its counsel has been approved by the Independent counsel, (iva) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflictconflict of interest, (vb) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company Company, or any subsidiary of the Company, and Indemnitee, and Indemnitee and Indemnitee shall conclude concludes that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company or any subsidiary of the Company, or (vic) any such representation by such counsel chosen by the Company would be precluded under the applicable standards of professional conduct then prevailing or (vii) the Company shall not in fact have employed counsel to assume the defense of such Indemnifiable Claimprevailing, 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 Indemnifiable Claim) and all Expenses related to such separate counsel shall be borne by at the Company’s expense. The Company shall not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any Claim relating to an Indemnifiable Event effected without the Company’s prior written consent. The Company shall not, without the prior written consent of Indemnitee, effect any settlement of any Claim relating to an Indemnifiable Event to which Indemnitee is, was or could have been a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of Indemnitee from all liability on all claims that are the subject matter of such Claim. Neither the Company nor Indemnitee shall unreasonably withhold, condition or delay its or his or her consent to any proposed settlement; provided that Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of Indemnitee. In no event shall Indemnitee be required to waive, prejudice or limit attorney-client privilege or work-product protection or other applicable privilege or protection.

Defense of Claims. The Company Corporation shall be entitled to participate in the defense of any Indemnifiable Claim at its own expense and, except as otherwise provided below, or to the extent the Company so wishes, it may assume the defense thereof thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Company to ; provided that if Indemnitee of its election to assume the defense of any Indemnifiable Claimbelieves, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred after consultation with counsel selected by Indemnitee in connection with Indemnitee’s defense of such Indemnifiable Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ her own legal counsel in such Indemnifiable Claim, but all Expenses related to such counsel incurred after notice from the Company of is assumption of the defense shall be at Indemnitee’s own expenses; provided, however, that if (i) Indemnitee’s employment of its own legal counsel 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 such Indemnifiable Claim, (iii) after a Change in Control, Indemnitee’s employment of its counsel has been approved by the Independent counsel, (iva) the use of counsel chosen by the Company Corporation to represent Indemnitee would present such counsel with an actual or potential conflict, (vb) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company Corporation and Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the CompanyCorporation, or (vic) any such representation by such counsel chosen by the Company would be precluded under the applicable standards of professional conduct then prevailing or (vii) the Company shall not in fact have employed counsel to assume the defense of such Indemnifiable Claimprevailing, 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 Indemnifiable Claim) at the Corporation’s expense. The Corporation shall not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Indemnifiable Claim effected without the Corporation’s prior written consent. The Corporation shall not, without the prior written consent of Indemnitee, effect any settlement of any threatened or pending Indemnifiable Claim to which Indemnitee is, or could have been, a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of Indemnitee from all Expenses related liability on any claims that are the subject matter of such Indemnifiable Claim. Neither the Corporation nor Indemnitee shall unreasonably withhold its consent to such separate counsel shall be borne by the Companyany proposed settlement; provided that Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of Indemnitee.

Defense of Claims. The Company shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Claim at its own expense and, except as otherwise provided below, Event or to the extent the Company so wishes, it may assume the defense thereof thereof, with counsel reasonably satisfactory to the Indemnitee. After notice from ; provided that if the Company to Indemnitee of its election to assume reasonably believes, after consultation with counsel selected by the defense of any Indemnifiable Claim, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by Indemnitee in connection with Indemnitee’s defense of such Indemnifiable Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ her own legal counsel in such Indemnifiable Claim, but all Expenses related to such counsel incurred after notice from the Company of is assumption of the defense shall be at Indemnitee’s own expenses; provided, however, that if (i) Indemnitee’s employment of its own legal counsel 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 such Indemnifiable Claim, (iii) after a Change in Control, Indemnitee’s employment of its counsel has been approved by the Independent counsel, (iv) the use of counsel chosen by the Company to represent the Indemnitee would present such counsel with an actual or potential conflictconflict of interest, (vii) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both (A) the Company or any subsidiary of the Company and (B) the Indemnitee, and the Indemnitee and Indemnitee shall conclude concludes that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company or any subsidiary of the Company, or (viiii) any such representation by such counsel chosen by the Company would be precluded under the applicable standards of professional conduct then prevailing or (vii) the Company shall not in fact have employed counsel to assume the defense of such Indemnifiable Claimprevailing, then the Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Indemnifiable Claim) at the Company’s expense. The Company shall not be liable to the Indemnitee under this Agreement for any amounts paid in settlement of any Claim relating to an Indemnifiable Event effected without the Company’s prior written consent. The Company shall not, without the prior written consent of the Indemnitee, effect any settlement of any Claim relating to an Indemnifiable Event which the Indemnitee is or could have been a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all Expenses related liability on all claims that are the subject matter of such Claim. Neither the Company nor the Indemnitee shall unreasonably withhold its or his or her consent to such separate counsel shall be borne any proposed settlement; provided that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee. To the fullest extent permitted by Delaware law, the Company’s assumption of the defense of a Claim pursuant to this Section 15 will constitute an irrevocable acknowledgment by the CompanyCompany that any Indemnifiable Expenses incurred by or for the account of the Indemnitee incurred in connection therewith are indemnifiable by the Company under Section 2 of this Agreement.

Defense of Claims. The With respect to any Proceeding for which indemnification is requested by Indemnitee under this Agreement, the Company shall will be entitled to participate in the defense of any Indemnifiable Claim Proceeding at its own expense and, except as otherwise provided belowbelow or pursuant to the terms of any applicable D&O Insurance, to the extent that it may desire, the Company so wishesmay, it may upon written notice to Indemnitee within thirty (30) days after the Notification Date, assume and control the defense thereof of the Proceeding, with counsel reasonably satisfactory to the Indemnitee. After notice from the Company to notifies the Indemnitee of its the Company’s election to assume and control the defense of any Indemnifiable Claima Proceeding, during the Company’s good faith active defense of such Proceeding, the Company shall will not be liable to the Indemnitee under this Agreement or otherwise for any Expenses legal or other expenses subsequently directly incurred by the Indemnitee in connection with Indemnitee’s the defense or settlement of such Indemnifiable Claim the Proceeding, other than reasonable costs expenses of investigation or as otherwise specifically provided below. The Indemnitee shall have the right to employ her own legal separate counsel for the Indemnitee in such Indemnifiable Claim, any Proceeding but all Expenses related to the fees and expenses of such counsel incurred after notice from the Company of is its assumption of control of the defense of the Proceeding shall be at the expense of the Indemnitee’s own expenses; provided, however, that if unless (i) Indemnitee’s the employment of its own legal counsel by the Indemnitee has been authorized by the Company, (ii) the Indemnitee has reasonably determined concluded that there may be counsel employed by the Company to assume defense of a Proceeding has a conflict of interest between Indemnitee and in representing both the Company and Indemnitee in the defense of such Indemnifiable ClaimProceeding, (iii) after the Company has not in fact employed counsel to assume the defense of a Change in Control, Indemnitee’s employment of its counsel has been approved by the Independent counselProceeding, (iv) the use Company has returned defense of counsel chosen by the Company Proceeding to represent Indemnitee would present such counsel with an actual Indemnitee, or potential conflict, (v) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude has reasonably concluded that there may be one or more legal defenses available to him or her Indemnitee that are different from or in addition additional to those available to the Company, (vi) in any such representation by of which events, Indemnitee shall be entitled to control its own defense of the Proceeding. In each of the foregoing cases, the reasonable fees and expenses of the Indemnitee’s counsel chosen by shall be at the expense of the Company, but in no event shall the Company would be precluded under responsible for the applicable standards fees or expenses of professional conduct then prevailing or (vii) the more than one law firm representing Indemnitee, plus, if necessary, one firm serving as local counsel to Indemnitee. The Company shall not in fact have employed counsel be entitled to assume the defense of such Indemnifiable Claimany Proceeding brought by or on behalf of the Company. Notwithstanding anything to the contrary in this Agreement, then the Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel make any admission in respect any Proceeding with out the prior consent of any particular Indemnifiable Claim) and all Expenses related to such separate counsel shall be borne by the Company, which consent shall not be unreasonably withheld, and neither the Company nor the Indemnitee shall waive any privilege or right available to the other party (the “Privilege Party”) in any Proceeding without the prior consent of the Privilege Party, which consent shall not be unreasonably withheld.

Defense of Claims. The Except for any Indemnifiable Claim asserted by or in the right of the Company shall (as to which Indemnitee will be entitled to exclusively control the defense), the Company will be entitled to participate in the defense of any Indemnifiable Claim at its own expense and, except as otherwise provided below, or to the extent the Company so wishes, it may assume the defense thereof thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume The Company’s participation in the defense of any Indemnifiable Claim of which the Company has not assumed the defense will not in any manner affect the rights of Indemnitee under this Agreement, including Indemnitee’s right to control the defense of such Indemnifiable Claims. With respect to the period (if any) commencing at the time at which the Company notifies Indemnitee that the Company has assumed the defense of any Indemnifiable Claim and continuing for so long as the Company is using its reasonable best efforts to provide an effective defense of such Indemnifiable Claim, the Company shall not be liable will have the right to Indemnitee control the defense of such Indemnifiable Claim and will have no obligation under this Agreement in respect of any attorneys’ or otherwise for experts’ fees or expenses or any Expenses subsequently directly other costs or expenses paid or incurred by Indemnitee in connection with Indemniteedefending such Indemnifiable Claim (other than such costs and expenses paid or incurred by Indemnitee in connection with any cooperation in the Company’s defense of such Indemnifiable Claim or other than reasonable costs action undertaken by Indemnitee at the request of investigation or as otherwise provided below. Indemnitee shall have the right to employ her own legal counsel in such Indemnifiable Claim, but all Expenses related to such counsel incurred after notice from the Company of is assumption or with the consent of the defense shall Company (which consent will not be at unreasonably withheld, conditioned or delayed)); provided that if Indemnitee believes, after consultation with counsel selected by Indemnitee’s own expenses; provided, however, that if (i) Indemnitee’s employment of its own legal counsel 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 such Indemnifiable Claim, (iii) after a Change in Control, Indemnitee’s employment of its counsel has been approved by the Independent counsel, (iva) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (vb) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall will conclude that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company, or (vic) any such representation by such counsel chosen by the Company would be precluded under the applicable standards of professional conduct then prevailing or (vii) the Company shall not in fact have employed counsel to assume the defense of such Indemnifiable Claimprevailing, then Indemnitee shall will be entitled to retain and use the services of separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Indemnifiable Claim) and at the Company’s expense. Nothing in this Agreement limits Indemnitee’s right to retain or use his or her own counsel at his or her own expense in connection with any Indemnifiable Claim; provided that in all Expenses related to such separate counsel shall be borne events Indemnitee will not unreasonably interfere with the conduct of the defense by the Company of any Indemnifiable Claim that the Company will have assumed and of which the Company is using its reasonable best efforts to provide an effective defense. The Company will not be liable 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. The Company will not, without the prior written consent of Indemnitee, effect any settlement of any threatened or pending Indemnifiable Claim to which Indemnitee is, or could have been, a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of Indemnitee from all liability on any claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor Indemnitee will unreasonably withhold, condition or delay its consent to any proposed settlement; provided that Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of Indemnitee.

Defense of Claims. The Company shall be entitled to participate in the defense of any Indemnifiable Claim at its own expense and, except as otherwise provided below, or to the extent the Company so wishes, it may assume the defense thereof thereof, with counsel reasonably satisfactory to the Indemnitee. After notice from the Company to ; provided that if Indemnitee of its election to assume the defense of any Indemnifiable Claimbelieves, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred after consultation with counsel selected by Indemnitee in connection with Indemnitee’s defense of such Indemnifiable Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ her own legal counsel in such Indemnifiable Claim, but all Expenses related to such counsel incurred after notice from the Company of is assumption of the defense shall be at Indemnitee’s own expenses; provided, however, that if (i) Indemnitee’s employment of its own legal counsel 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 such Indemnifiable Claim, (iii) after a Change in Control, Indemnitee’s employment of its counsel has been approved by the Independent counsel, (iva) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (vb) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company, or (vic) any such representation by such counsel chosen by the Company would be precluded under the applicable standards of professional conduct then prevailing or (vii) the Company shall not in fact have employed counsel to assume the defense of such Indemnifiable Claimprevailing, 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 Indemnifiable Claim) and all Expenses related to such separate counsel shall be borne by at the Company’s expense. The Company shall not be liable 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. The Company shall not, without the prior written consent of the Indemnitee, effect any settlement of any threatened or pending Indemnifiable Claim to which the Indemnitee is, or could have been, a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all liability on any claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor Indemnitee shall unreasonably withhold or delay its consent to any proposed settlement; provided that Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of Indemnitee or which requires anything from Indemnitee beyond the mere payment of money.

Defense of Claims. The Company shall will be entitled to participate in the defense (including, without limitation, the negotiation and approval of any Indemnifiable settlement) of any Claim at its own expense and, except as otherwise provided below, to the extent in respect of which Indemnitee may seek indemnification from the Company so wisheshereunder, it may or to assume the defense thereof thereof, with counsel reasonably satisfactory to Indemnitee. After notice from , provided that in the Company to Indemnitee of its election to assume the defense of any Indemnifiable Claim, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by Indemnitee in connection with Indemnitee’s defense of such Indemnifiable Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ her own legal counsel in such Indemnifiable Claim, but all Expenses related to such counsel incurred after notice from the Company of is assumption of the defense shall be at Indemnitee’s own expenses; provided, however, event that if (i) Indemnitee’s employment of its own legal counsel 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 such Indemnifiable Claim, (iii) after a Change in Control, Indemnitee’s employment of its counsel has been approved by the Independent counsel, (iv) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (vii) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company, or (viiii) any such representation by counsel chosen by the Company would be precluded under the applicable standards of professional conduct then prevailing or (vii) the Company shall not in fact have employed counsel to assume the defense of such Indemnifiable Claimprevailing, then Indemnitee shall will be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Indemnifiable Claim) and all Expenses related to such separate counsel at the Company’s expense. Notwithstanding the preceding sentence, in any event the Company shall be borne by liable to Indemnitee under this Agreement for the reasonable costs of investigation and preparation for the defense of any Claim (including, without limitation, appearing as a witness and reasonable fees and expenses of counsel in connection therewith). The Company shall not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Claim effected without the Company’s prior written consent. The Company will not, without the prior written consent of Indemnitee, effect any settlement of any threatened or pending Claim that Indemnitee is or could have been a party to unless such settlement solely involves the payment of money and includes an unconditional release of Indemnitee from all liability on any claims that are the subject matter of such Claim. Neither the Company nor Indemnitee shall unreasonably withhold its consent to any proposed settlement.

Defense of Claims. The Except for any Indemnifiable Claim asserted by or in the right of the Company (as to which Indemnitee shall be entitled to exclusively control the defense), the Company shall be entitled to participate in the defense of any Indemnifiable Claim at its own expense and, except as otherwise provided below, or to the extent the Company so wishes, it may assume the defense thereof thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume The Company’s participation in the defense of any Indemnifiable Claim of which the Company has not assumed the defense will not in any manner affect the rights of Indemnitee under this Agreement, including Indemnitee’s right to control the defense of suchIndemnifiable Claims. With respect to the period (if any) commencing at the time at which the Company notifies Indemnitee that the Company has assumed the defense of any Indemnifiable Claim and continuing for so long as the Company shall be using its reasonable best efforts to provide an effective defense of such Indemnifiable Claim, the Company shall not be liable have the right to Indemnitee control the defense of such Indemnifiable Claim and shall have no obligation under this Agreement in respect of any attorneys’ or otherwise for experts’ fees or expenses or any Expenses subsequently directly other costs or expenses paid or incurred by Indemnitee in connection with Indemniteedefending such Indemnifiable Claim (other than such costs and expenses paid or incurred by Indemnitee in connection with any cooperation in the Company’s defense of such Indemnifiable Claim or other than reasonable costs action undertaken by Indemnitee at the request of investigation or as otherwise provided below. Indemnitee shall have the right to employ her own legal counsel in such Indemnifiable Claim, but all Expenses related to such counsel incurred after notice from the Company of is assumption or with the consent of the defense Company (which consent shall not be at unreasonably withheld, conditioned or delayed)); provided that if Indemnitee believes, after consultation with counsel selected by Indemnitee’s own expenses; provided, however, that if (i) Indemnitee’s employment of its own legal counsel 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 such Indemnifiable Claim, (iii) after a Change in Control, Indemnitee’s employment of its counsel has been approved by the Independent counsel, (iva) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (vb) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company, or (vic) any such representation by such counsel chosen by the Company would be precluded under the applicable standards of professional conduct then prevailing or (vii) the Company shall not in fact have employed counsel to assume the defense of such Indemnifiable Claimprevailing, then Indemnitee shall be entitled to retain and use the services of separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Indemnifiable Claim) at the Company’s expense. Nothing in this Agreement shall limit Indemnitee’s right to retain or use his or her own counsel at his or her own expense in connection with any Indemnifiable Claim; provided that in all events Indemnitee shall not unreasonably interfere with the conduct of the defense by the Company of any Indemnifiable Claim that the Company shall have assumed and all Expenses related to such separate counsel of which the Company shall be borne by using its reasonable best efforts to provide an effective defense. The Company shall not be liable 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. The Company shall not, without the prior written consent of Indemnitee, effect any settlement of any threatened or pending Indemnifiable Claim to which Indemnitee is, or could have been, a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of Indemnitee from all liability on any claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor Indemnitee shall unreasonably withhold, condition or delay its consent to any proposed settlement; provided that Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of Indemnitee.

Defense of Claims. The Company shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Claim at its own expense and, except as otherwise provided below, Event or to the extent the Company so wishes, it may assume the defense thereof thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Company to ; provided that if Indemnitee of its election to assume the defense of any Indemnifiable Claimbelieves, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred after consultation with counsel selected by Indemnitee in connection with Indemnitee’s defense of such Indemnifiable Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ her own legal counsel in such Indemnifiable Claim, but all Expenses related to such counsel incurred after notice from the Company of is assumption of the defense shall be at Indemnitee’s own expenses; provided, however, that if (i) Indemnitee’s employment of its own legal counsel 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 such Indemnifiable Claim, (iii) after a Change in Control, Indemnitee’s employment of its counsel has been approved by the Independent counsel, (iv) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflictconflict of interest, (vii) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company Company, or any subsidiary of the Company, and Indemnitee, and Indemnitee and Indemnitee shall conclude concludes that there may be one or more legal defenses available to him or her Indemnitee that are different from or in addition to those available to the Company or any subsidiary of the Company, or (viiii) any such representation by such counsel chosen by the Company would be precluded under the applicable standards of professional conduct then prevailing or (vii) the Company shall not in fact have employed counsel to assume the defense of such Indemnifiable Claimprevailing, 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 Indemnifiable Claim) and all Expenses related to such separate counsel shall be borne by at the Company’s expense. The Company shall not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any Claim relating to an Indemnifiable Event effected without the Company’s prior written consent. The Company shall not, without the prior written consent of Indemnitee, effect any settlement of any Claim relating to an Indemnifiable Event as to which Indemnitee is or could have been a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of Indemnitee from all liability on all claims that are the subject matter of such Claim. Neither the Company nor Indemnitee shall unreasonably withhold, condition or delay its or his or her consent to any proposed settlement; provided that Indemnitee may under any circumstances withhold consent to any settlement (i) that does not provide a complete and unconditional release of Indemnitee and/or (ii) that has any admission of liability by Indemnitee. In no event shall Indemnitee be required to waive, prejudice or limit attorney-client privilege or work-product protection or other applicable privilege or protection.

Defense of Claims. The Company or its insurers shall be entitled have the right (in each such case at the Company's sole expense) to participate in investigate, defend (and control the defense of of) any Indemnifiable Claim at its own expense and, except as otherwise provided below, such claim for which indemnification is sought pursuant to the extent this Article 7 and each Indemnitee shall cooperate with the Company so wishesor its insurers with respect thereto, it may provided that, without limiting the right of the Company's insurers to assume and control the defense thereof with counsel reasonably satisfactory of, or to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of compromise, any Indemnifiable Claimsuch claim, the Company shall not be liable entitled to assume and control the defense of or compromise any such claim (A) during the continuance of any Event of Default arising under Section 14(a) of the Lease, (B) if an actual or potential material conflict of interest exists making it advisable (on the basis of prevailing standards of professional responsibility) for such Indemnitee to be represented by separate counsel or on the grounds that such proceeding involves the potential imposition of criminal liability on such Indemnitee or (C) such proceeding will involve any material risk of the sale, forfeiture or loss of, or the creation of any Lien (other than Permitted Liens) on the Aircraft or the Trust Estate (unless the Company posts a bond or other security reasonably acceptable in form and substance to such Indemnitee) or involve any material risk of criminal liability to such Indemnitee for which it is not indemnified hereunder and, in any such case, the relevant Indemnitee will, in good faith, undertake the defense of such claim at the expense of the Company. Subject to the immediately foregoing sentence, where the Company or the insurers under this Agreement a policy of insurance maintained by the Company undertake the defense of an Indemnitee with respect to such a claim, no additional legal fees or otherwise for any Expenses subsequently directly incurred by expenses of such Indemnitee in connection with Indemnitee’s defense of such Indemnifiable Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ her own legal counsel in such Indemnifiable Claim, but all Expenses related to such counsel incurred after notice from the Company of is assumption of the defense shall be at Indemnitee’s own expenses; provided, however, that if (i) Indemnitee’s employment of its own legal counsel 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 such Indemnifiable Claimclaim shall be indemnified hereunder unless the fees or expenses were incurred at the written request of the Company or such insurers. Subject to the requirement of any policy of insurance applicable to a claim, (iii) after a Change in Control, Indemnitee’s employment of an Indemnitee may participate at its counsel has been approved by the Independent counsel, (iv) the use of counsel chosen own expense at any judicial proceeding controlled by the Company or its insurers pursuant to represent Indemnitee would present the preceding provisions, to the extent that such party's participation does not, in the opinion of the independent counsel with an actual or potential conflict, (v) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both appointed by the Company or its insurers to conduct such proceedings, interfere with such control; and Indemnitee and such participation shall not constitute a waiver of the indemnification provided in this Section 7.03. No Indemnitee shall conclude that there may be one enter into any settlement or more legal defenses available other compromise with respect to him or her that are different from or any claim described in addition to those available to this Section 7.03 without the prior written consent of the Company, (vi) any unless such representation by counsel chosen by the Company would Indemnitee waives its right to be precluded indemnified under the applicable standards of professional conduct then prevailing or (vii) the this Article 7 with respect to such claim. The Company shall not in fact have employed counsel enter into any settlement or compromise with respect to assume which the defense Company has not agreed to indemnify such Indemnitee to such Indemnitee's satisfaction or which admits any criminal violation, gross negligence or willful misconduct on the part of any Indemnitee without the prior written consent of such Indemnifiable Claim, 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 Indemnifiable Claim) and all Expenses related to such separate counsel shall be borne by the CompanyIndemnitee.

Defense of Claims. The Company Lessor agrees to notify the Lessee of any claim made against it for which the Lessee may be liable pursuant to this Section 16 and, if the Lessee requests, to contest or allow the Lessee to contest such claim. If any Lease Event of Default shall have occurred and be continuing, no contest shall be entitled required, and any contest which has begun shall not be required to be continued to be pursued, unless arrangements to secure the payment of the Lessee’s obligations pursuant to this Section 16 hereunder have been made and such arrangements are reasonably satisfactory to the Lessor. The Lessor shall not settle any such claim without the Lessee’s consent, which consent shall not be unreasonably withheld. Defense of any claim referred to in this Section 16 for which indemnity may be required shall, at the option and request of the Indemnified Person, be conducted by the Lessee or the Guarantor, as applicable. The Lessee or the Guarantor, as the case may be, will inform the Indemnified Person of any such claim and of the defense thereof and will provide copies of material documents relating to any such claim or defense to such Indemnified Person upon request. Such Indemnified Person may participate in the any such defense of any Indemnifiable Claim at its own expense and, except as otherwise expense; provided below, to such participation does not interfere with the extent Lessee’s or the Company so wishes, it may assume Guarantor’s assertion of such claim or defense. The Lessee and the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Indemnifiable Claim, the Company shall not Guarantor agree that no Indemnified Person will be liable to Indemnitee under the Lessee or the Guarantor, as applicable, for any claim caused directly or indirectly by the inadequacy of any Group II Truck leased for any purpose or any deficiency or defect therein or the use or maintenance thereof or any repairs, servicing or adjustments thereto or any delay in providing or failure to provide such repairs, servicing or adjustments or any interruption or loss of service or use thereof or any loss of business, all of which shall be the risk and responsibility of the Lessee or the Guarantor. The rights and indemnities of each Indemnified Person hereunder are expressly made for the benefit of, and will be enforceable by, each Indemnified Person notwithstanding the fact that such Indemnified Person is either no longer a party to (or entitled to receive the benefits of) this Agreement, or was not a party to (or entitled to receive the benefits of) this Agreement at its outset. Except as otherwise set forth herein, nothing herein shall be deemed to require the Lessee or otherwise the Guarantor to indemnify the Lessor for any Expenses subsequently directly incurred by Indemnitee in connection with Indemnitee’s defense of such Indemnifiable Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ her own legal counsel in such Indemnifiable Claim, but all Expenses related to such counsel incurred after notice from the Company of is assumption of the defense shall be at IndemniteeLessor’s own expenses; provided, however, that if (i) Indemnitee’s employment of its own legal counsel 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 such Indemnifiable Claim, (iii) after a Change in Control, Indemnitee’s employment of its counsel has been approved by the Independent counsel, (iv) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual acts or potential conflict, (v) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude that there may be one omissions which constitute gross negligence or more legal defenses available to him or her that are different from or in addition to those available to the Company, (vi) any such representation by counsel chosen by the Company would be precluded under the applicable standards of professional conduct then prevailing or (vii) the Company willful misconduct. This general indemnity shall not in fact affect any claims of the type discussed above which the Lessee or the Guarantor may have employed counsel to assume against the defense of such Indemnifiable Claim, 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 Indemnifiable Claim) and all Expenses related to such separate counsel shall be borne by the Companymanufacturer.

Defense of Claims. Promptly upon receipt of notice of a claim for indemnity as required by Section 15.6(a), the Indemnitor shall assume and control the defense of any such Claim and the payment of expenses related thereto in good faith and with counsel reasonably experienced in the field relating to the Claim. The Company parties agree that: (i) the Indemnitor will not be liable for any settlement of any Claim effected by the Indemnitee without the Indemnitor’s express prior written consent, which consent may not be unreasonably conditioned, withheld or delayed; (ii) the Indemnitor will not settle any Claim without the express prior written consent of the Indemnitee, which consent may not be unreasonably conditioned, withheld or delayed, provided, however, that no such consent shall be entitled required so long as the Indemnitee does not incur any Obligation of any nature or kind in connection with such settlement and Indemnitee is fully and forever released of all liability in connection therewith (if any such settlement is effected without the Indemnitee’s consent, the Indemnitor shall promptly provide to Indemnitee true and complete copies of such settlement); and (iii) the Indemnitee may elect to employ separate counsel and participate in the defense of any Indemnifiable Claim at its own expense and, 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 its election to assume the defense of any Indemnifiable Claim, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by Indemnitee in connection with Indemnitee’s defense of such Indemnifiable Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ her own legal counsel in such Indemnifiable Claim, but all Expenses related to in such counsel incurred after notice from event, the Company Indemnitee will be responsible for the fees and expenses of is assumption of the defense shall be at Indemnitee’s own expenses; providedsuch separate counsel, however, except that if (i) Indemnitee’s employment of its own legal counsel 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 such Indemnifiable Claim, (iii) after a Change in Control, Indemnitee’s employment of its counsel event the Indemnitor has been approved by the Independent counsel, (iv) the use of counsel chosen by the Company failed to represent Indemnitee would present such counsel with an actual or potential conflict, (v) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company promptly and Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company, (vi) any such representation by counsel chosen by the Company would be precluded under the applicable standards of professional conduct then prevailing or (vii) the Company shall not in fact have employed counsel to adequately assume the defense of such Indemnifiable claim in good faith and use reasonably experienced counsel in the relevant field as required by this Agreement, then the Indemnitor shall be responsible for the fees and expenses of any counsel employed by Indemnitee and all other costs and expenses associated with the Claim and the defense thereof. If requested by the Indemnitor, the Indemnitee agrees to cooperate with the Indemnitor and its counsel in reasonably contesting any Claim or, if appropriate, in making any counterclaim against the Person asserting the Claim, then or any cross-complaint against any Person and the Indemnitee shall further agrees to take such other action as may reasonably be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Indemnifiable Claim) and all Expenses related to such separate counsel shall be borne requested by the CompanyIndemnitor or its counsel to reduce or eliminate any Claim for which the Indemnitor would have responsibility hereunder. The Indemnitor agrees to reimburse the Indemnitee for any reasonable expenses incurred in so cooperating or acting at the request of the Indemnitor or its counsel. In the event that Seller is the Indemnitor and the Claim involves Intellectual Property, Buyer shall grant Seller reasonable access to the Intellectual Property and the relevant and key personnel of Buyer.

Defense of Claims. The Company shall be entitled to participate in the defense of any Indemnifiable Claim at its own expense and, except as otherwise provided below, or to the extent the Company so wishes, it may assume the defense thereof thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Indemnifiable Claim, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by Indemnitee in connection with Indemnitee’s defense of such Indemnifiable Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ her own legal counsel in such Indemnifiable Claim, but all Expenses related to such counsel incurred after notice from the Company of is assumption of the defense shall be at Indemnitee’s own expenses; provided, however, that if Indemnitee believes, after consultation with counsel selected by Indemnitee, that (i) Indemnitee’s employment of its own legal counsel 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 such Indemnifiable Claim, (iii) after a Change in Control, Indemnitee’s employment of its counsel has been approved by the Independent counsel, (iva) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (vb) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company, or (vic) any such representation by such counsel chosen by the Company would be precluded under the applicable standards of professional conduct then prevailing or (vii) the Company shall not in fact have employed counsel to assume the defense of such Indemnifiable Claimprevailing, 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 Indemnifiable Claim) and all Expenses related to at the Company’s expense, provided that such separate counsel is acceptable to Company’s directors’ and officers’ liability insurance carrier such that the insurance carrier will reimbursed the Company for such separate counsel’s fees. The Company shall not be borne by liable 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. The Company shall not, without the prior written consent of Indemnitee, effect any settlement of any threatened or pending Indemnifiable Claim to which Indemnitee is, or could have been, a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of Indemnitee from all liability on any claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor Indemnitee shall unreasonably withhold its consent to any proposed settlement; provided, however, that Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of Indemnitee.

Defense of Claims. The Company shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Claim at its own expense and, except as otherwise provided below, Event or to the extent the Company so wishes, it may assume the defense thereof thereof, with counsel reasonably satisfactory to the Indemnitee. After notice from ; provided that if the Company to Indemnitee of its election to assume believes, after consultation with counsel selected by the defense of any Indemnifiable Claim, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by Indemnitee in connection with Indemnitee’s defense of such Indemnifiable Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ her own legal counsel in such Indemnifiable Claim, but all Expenses related to such counsel incurred after notice from the Company of is assumption of the defense shall be at Indemnitee’s own expenses; provided, however, that if (i) Indemnitee’s employment of its own legal counsel 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 such Indemnifiable Claim, (iii) after a Change in Control, Indemnitee’s employment of its counsel has been approved by the Independent counsel, (iv) the use of counsel chosen by the Company to represent the Indemnitee would present such counsel with an actual or potential conflictconflict of interest, (vii) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company or any subsidiary of the Company and the Indemnitee and the Indemnitee shall conclude concludes that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company, Company or any subsidiary of the Company or (viiii) any such representation by such counsel chosen by the Company would be precluded under the applicable standards of professional conduct then prevailing or (vii) the Company shall not in fact have employed counsel to assume the defense of such Indemnifiable Claimprevailing, then the Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Indemnifiable Claim) at the Company’s expense. The Company shall not be liable to the Indemnitee under this Agreement for any amounts paid in settlement of any Claim relating to an Indemnifiable Event effected without the Company’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. The Company shall not, without the prior written consent of the Indemnitee, effect any settlement of any Claim relating to an Indemnifiable Event which the Indemnitee is or could have been a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all Expenses related liability on all claims that are the subject matter of such Claim. Neither the Company nor the Indemnitee shall unreasonably withhold its or his consent to such separate counsel shall be borne any proposed settlement; provided that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee. To the fullest extent permitted by Delaware law, the Company’s assumption of the defense of a Claim pursuant to this Section 15 will constitute an irrevocable acknowledgement by the CompanyCompany that any Indemnifiable Expenses incurred by or for the account of Indemnitee incurred in connection therewith are indemnifiable by the Company under Section 2 of this Agreement.

Defense of Claims. The Company shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Claim at its own expense and, except as otherwise provided below, Event or to the extent the Company so wishes, it may assume the defense thereof thereof, with counsel reasonably satisfactory to the Indemnitee. After notice from the Company to ; provided that if Indemnitee of its election to assume the defense of any Indemnifiable Claimbelieves, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred after consultation with counsel selected by Indemnitee in connection with Indemnitee’s defense of such Indemnifiable Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ her own legal counsel in such Indemnifiable Claim, but all Expenses related to such counsel incurred after notice from the Company of is assumption of the defense shall be at Indemnitee’s own expenses; provided, however, that if (i) Indemnitee’s employment of its own legal counsel 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 such Indemnifiable Claim, (iii) after a Change in Control, Indemnitee’s employment of its counsel has been approved by the Independent counsel, (iv) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflictconflict of interest, (vii) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude concludes that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company, (viiii) any such representation by such counsel chosen by the Company would be precluded under the applicable standards of professional conduct then prevailing prevailing, or (viiiv) Indemnitee concludes that such counsel has failed, or is failing, to adequately protect the interests of the Indemnitee after written notice to such counsel and the Company shall not explaining in fact have employed counsel to assume reasonable detail the defense of basis for such Indemnifiable Claimconclusion, 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 Indemnifiable Claim) and all Expenses related to such separate counsel shall be borne by at the Company’s expense. The Company shall not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any Claim relating to an Indemnifiable Event effected without the Company’s prior written consent. The Company shall not, without the prior written consent of the Indemnitee, effect any settlement of any Claim relating to an Indemnifiable Event that the Indemnitee is or could have been a party to, unless such settlement solely involves the payment of money and includes a complete and unconditional release of Indemnitee from all liability on all claims that are the subject matter of such Claim. Neither the Company nor Indemnitee shall unreasonably withhold its or his or her consent to any proposed settlement; provided that Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of Indemnitee.

Defense of Claims. The Company shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Claim at its own expense and, except as otherwise provided below, Event or to the extent the Company so wishes, it may assume the defense thereof thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Indemnifiable Claim, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by Indemnitee in connection with Indemnitee’s defense of such Indemnifiable Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ her own legal counsel in such Indemnifiable Claim, but all Expenses related to such counsel incurred after notice from the Company of is assumption of the defense shall be at Indemnitee’s own expenses; provided, however, if Indemnitee reasonably believes, after consultation with counsel selected by Indemnitee, that if (i) Indemnitee’s employment of its own legal counsel 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 such Indemnifiable Claim, (iii) after a Change in Control, Indemnitee’s employment of its counsel has been approved by the Independent counsel, (iv) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflictconflict of interest, (vii) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company or any subsidiary of the Company and Indemnitee Indemnitee, and Indemnitee shall conclude concludes that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company or any subsidiary of the Company, or (viiii) any such representation by such counsel chosen by the Company would be precluded under the applicable standards of professional conduct then prevailing or (vii) the Company shall not in fact have employed counsel to assume the defense of such Indemnifiable Claimprevailing, 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 Indemnifiable Claim) and all Expenses related to such separate counsel shall be borne by at the Company’s expense. The Company shall not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any Claim relating to an Indemnifiable Event effected without the Company’s prior written consent. The Company shall not, without the prior written consent of Indemnitee, effect any settlement of any Claim relating to an Indemnifiable Event that Indemnitee is or could have been a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of Indemnitee from all liability on all claims that are the subject matter of such Claim. Subject to the foregoing limitations, neither the Company nor Indemnitee shall unreasonably withhold its, his or her consent to any proposed settlement.

Defense of Claims. The Company shall be entitled to participate in the defense of any Indemnifiable Claim at its own expense and, except as otherwise provided below, or to the extent the Company so wishes, it may assume the defense thereof thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Indemnifiable Claim, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by Indemnitee in connection with Indemnitee’s defense of such Indemnifiable Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ her own legal counsel in such Indemnifiable Claim, but all Expenses related to such counsel incurred after notice from the Company of is assumption of the defense shall be at Indemnitee’s own expenses; provided, however, that if Indemnitee believes, after consultation with counsel selected by Indemnitee, that (i) Indemnitee’s employment of its own legal counsel 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 such Indemnifiable Claim, (iii) after a Change in Control, Indemnitee’s employment of its counsel has been approved by the Independent counsel, (iva) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (vb) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company, or (vic) any such representation by such counsel chosen by the Company would be precluded under the applicable standards of professional conduct then prevailing or (vii) the Company shall not in fact have employed counsel to assume the defense of such Indemnifiable Claimprevailing, 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 Indemnifiable Claim) and all Expenses related to such separate counsel shall be borne by at the Company’s expense. The Company shall not be liable 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. The Company shall not, without the prior written consent of Indemnitee, effect any settlement of any threatened or pending Indemnifiable Claim to which Indemnitee is, or could have been, a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of Indemnitee from all liability on any claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor Indemnitee shall unreasonably withhold its consent to any proposed settlement; provided, however, that Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of Indemnitee.

Defense of Claims. The Company shall be entitled to participate in the defense of any Indemnifiable Claim at its own expense and, except as otherwise provided below, or to the extent the Company so wishes, it may assume the defense thereof thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Company to ; provided that if Indemnitee of its election to assume the defense of any Indemnifiable Claimbelieves, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred after consultation with counsel selected by Indemnitee in connection with Indemnitee’s defense of such Indemnifiable Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ her own legal counsel in such Indemnifiable Claim, but all Expenses related to such counsel incurred after notice from the Company of is assumption of the defense shall be at Indemnitee’s own expenses; provided, howeverIxxxxxxxxx, that if (i) Indemnitee’s employment of its own legal counsel 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 such Indemnifiable Claim, (iii) after a Change in Control, Indemnitee’s employment of its counsel has been approved by the Independent counsel, (iva) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (vb) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company, or (vic) any such representation by such counsel chosen by the Company would be precluded under the applicable standards of professional conduct then prevailing or (vii) the Company shall not in fact have employed counsel to assume the defense of such Indemnifiable Claimprevailing, 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 Indemnifiable Claim) and all Expenses related to such separate counsel shall be borne by at the Company’s expense. The Company shall not be liable 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. The Company shall not, without the prior written consent of Indemnitee, effect any settlement of any threatened or pending Indemnifiable Claim to which Indemnitee is, or could have been, a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of Indemnitee from all liability on any claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor Indemnitee shall unreasonably withhold its consent to any proposed settlement; provided that Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of Indemnitee.

Defense of Claims. The Company In connection with any claim which may give rise to indemnity under this Article VIII resulting from or arising out of any claim or Proceeding against an Indemnitee by a Person that is not a party hereto, the Indemnifying Parties may (unless such Indemnitee elects not to seek indemnity hereunder for such claim), upon written notice to the relevant Indemnitee, assume the defense of any such claim or Proceeding if all Indemnifying Parties with respect to such claim or Proceeding jointly acknowledge to the Indemnitee that such Indemnitee may have a right of indemnity pursuant hereto based on the outcome of the Proceeding (as such claim may have been modified through written agreement of the parties or arbitration hereunder). If the Indemnifying Parties assume the defense of any such claim or Proceeding, the Indemnifying Parties shall select counsel reasonably acceptable to such Indemnitee to conduct the defense of such claim or Proceeding, shall take all steps necessary in the defense or settlement thereof and shall at all times diligently and promptly pursue the resolution thereof. If the Indemnifying Parties shall have assumed the defense of any claim or Proceeding in accordance with this Section 8.04, the Indemnifying Parties shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any such claim or Proceeding, without the prior written consent of such Indemnitee; PROVIDED, HOWEVER, that the Indemnifying Parties shall pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness thereof to the extent required pursuant to Section 8.01; PROVIDED, FURTHER, that the Indemnifying Parties shall not be authorized to encumber any of the assets of any Indemnitee or to agree to any restriction that would apply to any Indemnitee or to its conduct of business; and PROVIDED, FURTHER, that a condition to any such settlement shall be a complete release of such Indemnitee and its Affiliates, officers, employees, consultants and agents with respect to such claim. Such Indemnitee shall be entitled to participate in (but not control) the defense of any Indemnifiable Claim such action, with its own counsel and at its own expense andexpense. Each Indemnitee shall, except as otherwise provided belowand shall cause each of its Affiliates, to officers, employees, consultants and agents to, cooperate fully with the extent the Company so wishes, it may assume Indemnifying Parties in the defense thereof with counsel reasonably satisfactory of any claim or Proceeding being defended by the Indemnifying Parties pursuant to Indemniteethis Section 8.04. After notice from If the Company to Indemnitee of its election to Indemnifying Parties do not assume the defense of any Indemnifiable Claimclaim or Proceeding resulting therefrom in accordance with the terms of this Section 8.04, such Indemnitee may defend against such claim or Proceeding in such manner as it may deem appropriate, including settling such claim or Proceeding after giving notice of the same to the Indemnifying Parties, on such terms as such Indemnitee may deem appropriate. If the Indemnifying Parties seek to question the manner in which such Indemnitee defended such claim or Proceeding or the amount of or nature of any such settlement, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by Indemnitee in connection with Indemnitee’s defense of such Indemnifiable Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee Indemnifying Parties shall have the right burden to employ her own legal counsel in such Indemnifiable Claim, but all Expenses related to such counsel incurred after notice from the Company of is assumption prove by a preponderance of the defense shall be at Indemnitee’s own expenses; provided, however, evidence that if (i) Indemnitee’s employment of its own legal counsel has been authorized by the Company, (ii) such Indemnitee has did not defend such claim or Proceeding in a reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of such Indemnifiable Claim, (iii) after a Change in Control, Indemnitee’s employment of its counsel has been approved by the Independent counsel, (iv) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (v) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company, (vi) any such representation by counsel chosen by the Company would be precluded under the applicable standards of professional conduct then prevailing or (vii) the Company shall not in fact have employed counsel to assume the defense of such Indemnifiable Claim, 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 Indemnifiable Claim) and all Expenses related to such separate counsel shall be borne by the Companyprudent manner.

Defense of Claims. Whenever any Claim shall arise for indemnification hereunder, the party entitled to indemnification (the “Indemnitee”) shall notify the indemnifying party (the “Indemnitor”) in writing within 30 days after the Indemnitee has actual knowledge that it is entitled to indemnification of such Claim constituting the basis for such Claim (the “Notice of Claim”). The Company Notice of Claim shall specify all facts known to the Indemnitee giving rise to such indemnification claim and the amount or an estimate of the amount of the liability arising therefrom. If the facts giving rise to any such indemnification shall involve any actual, threatened or possible claim or demand by any person against the Indemnitee, the Indemnitor shall be entitled (without prejudice to the right of the Indemnitee to participate in the defense of any Indemnifiable Claim at its expense through co-counsel of its own choosing) to contest or defend such claim at his expense and, except as otherwise provided below, and through counsel of his own choosing if he gives written notice of his intention to do so to the extent Indemnitee within 10 days after receipt of the Company so wishesNotice of Claim; provided that Indemnitor diligently prosecutes or defends such claim. The Indemnitee shall not settle any claim which would give rise to liability on the part of the Indemnitor under the indemnity contained in this Section without the written consent of the Indemnitor, it may assume which consent shall not unreasonably be withheld. If a firm offer is made to settle a claim or litigation defended by the defense thereof with counsel reasonably satisfactory Indemnitee and the Indemnitor refuses to Indemnitee. After accept such offer within 20 days after receipt of written notice from the Company to Indemnitee of its election to assume the defense terms of any Indemnifiable Claimsuch offer, then, in such event, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by Indemnitee in connection with Indemnitee’s defense of such Indemnifiable Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right continue to employ her own legal counsel in contest or defend such Indemnifiable Claim, but all Expenses related to such counsel incurred after notice from the Company of is assumption of the defense claim and shall be at Indemnitee’s own expenses; providedindemnified pursuant to the terms hereof. Provided, however, that if (i) Indemnitee’s employment of its own legal counsel has been authorized by in the Company, (ii) Indemnitee has reasonably determined that there may be event the Indemnitor refuses to accept such offer to settle a conflict of interest between Indemnitee claim as described above and the Company Indemnitee continues to contest or defend such claim, the indemnification provided for herein shall be deemed to include the value of management’s time spent in connection with the defense of such Indemnifiable Claimclaim. If a firm offer is made to settle a claim or litigation and the Indemnitor notifies the Indemnitee in writing that the Indemnitor desires to accept and agree to such settlement, but the Indemnitee elects not to accept or agree to it, the Indemnitee may continue to contest or defend such claim or litigation and. in such event, the total maximum liability of the Indemnitor to indemnify or otherwise reimburse the Indemnitee hereunder with respect to such claim or litigation shall be limited to and shall not exceed the amount of such settlement offer, plus reasonable out-of-pocket costs and expenses (iiiincluding reasonable attorneys’ fees and disbursements) after a Change in Controlto the date of notice that the Indemnitor desires to accept such settlement. Notwithstanding any provision of this Agreement to the contrary, Indemniteeneither Stockholders’ nor Buyer’s employment maximum liability for indemnification shall exceed the Merger Consideration. Notwithstanding any provision of its counsel has been approved this Agreement to the contrary, no claim for indemnification pursuant to this Section 6 by the Independent counselIndemnitee (other than a claim arising under Section 5(b)(iv)) shall be asserted or claimed except for the amount of such Claim in excess of the aggregate, the sum of $25,000 (iv) the use “Stockholders’ Basket”). Any Loss suffered by Buyer for payment of counsel chosen any insurance deductible in connection with any proceedings shall be excluded from the Stockholders’ Basket. All claims for indemnification against the Stockholders shall be satisfied by the Company to represent Indemnitee would present such counsel with an actual or potential conflictStockholders severally and not jointly, (v) the named parties at their option, either in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available to him or her that are different from cash or in addition to those available to the Company, (vi) any such representation by counsel chosen by the Company would be precluded under the applicable standards of professional conduct BBLU Shares at their then prevailing or (vii) the Company shall not in fact have employed counsel to assume the defense of such Indemnifiable Claim, 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 Indemnifiable Claim) and all Expenses related to such separate counsel shall be borne by the CompanyMarket Price.

Defense of Claims. The Company shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Claim at its own expense and, except as otherwise provided below, Event or to the extent the Company so wishes, it may assume the defense thereof thereof, with counsel reasonably satisfactory to the Indemnitee. After notice from ; provided that if the Company to Indemnitee of its election to assume believes, after consultation with counsel selected by the defense of any Indemnifiable Claim, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by Indemnitee in connection with Indemnitee’s defense of such Indemnifiable Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ her own legal counsel in such Indemnifiable Claim, but all Expenses related to such counsel incurred after notice from the Company of is assumption of the defense shall be at Indemnitee’s own expenses; provided, however, that if (i) Indemnitee’s employment of its own legal counsel 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 such Indemnifiable Claim, (iii) after a Change in Control, Indemnitee’s employment of its counsel has been approved by the Independent counsel, (iv) the use of counsel chosen by the Company to represent the Indemnitee would present such counsel with an actual or potential conflictconflict of interest, (vii) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company or any subsidiary of the Company and the Indemnitee and Indemnitee shall conclude in good faith concludes that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company, Company or any subsidiary of the Company or (viiii) any such representation by such counsel chosen by the Company would be precluded under the applicable standards of professional conduct then prevailing or (vii) the Company shall not in fact have employed counsel to assume the defense of such Indemnifiable Claimprevailing, then the Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Indemnifiable Claim) and all Expenses related to such separate counsel shall be borne by at the Company’s expense. The Company shall not be liable to the Indemnitee under this Agreement for any amounts paid in settlement of any Claim relating to an Indemnifiable Event effected without the Company’s prior written consent. The Company shall not, without the prior written consent of the Indemnitee, effect any settlement of any Claim relating to an Indemnifiable Event in which the Indemnitee is or could have been a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all liability on all claims that are the subject matter of such Claim and does not ascribe any wrongdoing to the Indemnitee. Neither the Company nor the Indemnitee shall unreasonably withhold or delay its or his or her consent to any proposed settlement; provided that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee or ascribes any wrongdoing to the Indemnitee.

Defense of Claims. The Company shall be entitled to participate in the defense of any Indemnifiable Claim at its own expense and, except as otherwise provided below, or to the extent the Company so wishes, it may assume the defense thereof thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume The Company’s participation in the defense of any Indemnifiable Claim of which the Company has not assumed the defense will not in any manner affect the rights of Indemnitee under this Agreement, including Indemnitee’s right to control the defense of such Indemnifiable Claims. With respect to the period (if any) commencing at the time at which the Company notifies Indemnitee that the Company has assumed the defense of any Indemnifiable Claim and continuing for so long as the Company shall be using its reasonable efforts to provide an effective defense of such Indemnifiable Claim, the Company shall not be liable have the right to Indemnitee control the defense of such Indemnifiable Claim and shall have no obligation under this Agreement in respect of any attorneys’ or otherwise for experts’ fees or expenses or any Expenses subsequently directly other costs or expenses paid or incurred by Indemnitee in connection with Indemniteedefending such Indemnifiable Claim (other than such costs and expenses paid or incurred by Indemnitee in connection with any cooperation in the Company’s defense of such Indemnifiable Claim or other than reasonable costs action undertaken by Indemnitee at the request of investigation or as otherwise provided below. Indemnitee shall have the right to employ her own legal counsel in such Indemnifiable Claim, but all Expenses related to such counsel incurred after notice from the Company of is assumption or with the consent of the defense Company (which consent shall not be at unreasonably withheld, conditioned or delayed)); provided that if the Indemnitee believes, after consultation with counsel selected by Indemnitee’s own expenses; provided, however, that if (i) Indemnitee’s employment of its own legal counsel 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 such Indemnifiable Claim, (iii) after a Change in Control, Indemnitee’s employment of its counsel has been approved by the Independent counsel, (iva) the use of counsel chosen by the Company to represent the Indemnitee would present such counsel with an actual or potential conflict, (vb) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and the Indemnitee and the Indemnitee shall conclude that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company, or (vic) any such representation by such counsel chosen by the Company would be precluded under the applicable standards of professional conduct then prevailing or (vii) the Company shall not in fact have employed counsel to assume the defense of such Indemnifiable Claimprevailing, then the Indemnitee shall be entitled to retain and use the services of separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Indemnifiable Claim) at the Company’s expense. Nothing in this Agreement shall limit the Indemnitee’s right to retain or use his or her own counsel at his or her own expense in connection with any Indemnifiable Claim; provided that in all events the Indemnitee shall not unreasonably interfere with the conduct of the defense by the Company of any Indemnifiable Claim that the Company shall have assumed and all Expenses related to such separate counsel of which the Company shall be borne by using its reasonable best efforts to provide an effective defense. The Company shall not be liable to the 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. The Company shall not, without the prior written consent of Indemnitee, effect any settlement of any threatened or pending Indemnifiable Claim to which the Indemnitee is, or could have been, a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all liability on any claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor the Indemnitee shall unreasonably withhold, condition or delay its consent to any proposed settlement; provided that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of Indemnitee.

Defense of Claims. The Company shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Claim at its own expense and, except as otherwise provided below, Event or to the extent the Company so wishes, it may assume the defense thereof thereof, with counsel reasonably satisfactory to the Indemnitee. After notice from ; provided that if the Company to Indemnitee of its election to assume reasonably believes, after consultation with counsel selected by the defense of any Indemnifiable Claim, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by Indemnitee in connection with Indemnitee’s defense of such Indemnifiable Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ her own legal counsel in such Indemnifiable Claim, but all Expenses related to such counsel incurred after notice from the Company of is assumption of the defense shall be at Indemnitee’s own expenses; provided, however, that if (i) Indemnitee’s employment of its own legal counsel 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 such Indemnifiable Claim, (iii) after a Change in Control, Indemnitee’s employment of its counsel has been approved by the Independent counsel, (iv) the use of counsel chosen by the Company to represent the Indemnitee would present such counsel with an actual or potential conflictconflict of interest, (vii) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company or any subsidiary of the Company and the Indemnitee and the Indemnitee shall conclude concludes that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company, Company or any subsidiary of the Company or (viiii) any such representation by such counsel chosen by the Company would be precluded under the applicable standards of professional conduct then prevailing or (vii) the Company shall not in fact have employed counsel to assume the defense of such Indemnifiable Claimprevailing, then the Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Indemnifiable Claim) at the Company’s expense. The Company shall not be liable to the Indemnitee under this Agreement for any amounts paid in settlement of any Claim relating to an Indemnifiable Event effected without the Company’s prior written consent. The Company shall not, without the prior written consent of the Indemnitee, effect any settlement of any Claim relating to an Indemnifiable Event which the Indemnitee is or could have been a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all Expenses related liability on all claims that are the subject matter of such Claim. Neither the Company nor the Indemnitee shall unreasonably withhold its or his consent to such separate counsel shall be borne any proposed settlement; provided that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee. To the fullest extent permitted by Delaware law, the Company’s assumption of the defense of a Claim pursuant to this Section 14 will constitute an irrevocable acknowledgement by the CompanyCompany that any Indemnifiable Expenses incurred by or for the account of Indemnitee incurred in connection therewith are indemnifiable by the Company under Section 2 of this Agreement.

Defense of Claims. The Company shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Claim at its own expense and, except as otherwise provided below, Event or to the extent the Company so wishes, it may assume the defense thereof thereof, with counsel reasonably satisfactory to the Indemnitee. After notice from ; provided that if the Company to Indemnitee of its election to assume believes, after consultation with counsel selected by the defense of any Indemnifiable Claim, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by Indemnitee in connection with Indemnitee’s defense of such Indemnifiable Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ her own legal counsel in such Indemnifiable Claim, but all Expenses related to such counsel incurred after notice from the Company of is assumption of the defense shall be at Indemnitee’s own expenses; provided, however, that if (i) Indemnitee’s employment of its own legal counsel 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 such Indemnifiable Claim, (iii) after a Change in Control, Indemnitee’s employment of its counsel has been approved by the Independent counsel, (iv) the use of counsel chosen by the Company to represent the Indemnitee would present such counsel with an actual or potential conflictconflict of interest, (vii) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company or any subsidiary of the Company and the Indemnitee, and the Indemnitee and Indemnitee shall conclude concludes that there may be one or more viable legal defenses available to him or her that are different from or in addition to those available to the Company, Company or any subsidiary of the Company or (viiii) any such representation by such counsel chosen by the Company would be precluded under the applicable standards of professional conduct then prevailing or (vii) the Company shall not in fact have employed counsel to assume the defense of such Indemnifiable Claimprevailing, then the Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Indemnifiable Claim) and all Expenses related to such separate counsel shall be borne by at the Company’s expense. The Company shall not be liable to the Indemnitee under this Agreement for any amounts paid in settlement of any Claim relating to an Indemnifiable Event effected without the Company’s prior written consent. The Company shall not, without the prior written consent of the Indemnitee, effect any settlement of any Claim relating to an Indemnifiable Event which the Indemnitee is or could have been a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all liability on all claims that are the subject matter of such Claim. Neither the Company nor the Indemnitee shall unreasonably withhold its or his or her consent to any proposed settlement; provided that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee.

Defense of Claims. The Company shall be entitled to participate in the defense of any Indemnifiable Claim at its own expense and, 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 If Indemnitor gives notice from the Company to Indemnitee of acknowledging its election obligation to indemnify Indemnitee with respect to such a claim, action or proceeding, then Indemnitor shall have the right, in its sole discretion, to assume the defense of any Indemnifiable Claim, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by Indemnitee in connection with Indemnitee’s defense of any such Indemnifiable Claim other than reasonable costs of investigation claim, action or as otherwise provided below. Indemnitee shall have the right to employ her own legal counsel in such Indemnifiable Claim, but all Expenses related to such counsel incurred after notice from the Company of is assumption of the defense shall be at Indemnitee’s own expensesproceeding; provided, however, that Indemnitor shall not have the right to assume the defense of Indemnitee if (ia) in the reasonable judgment of Indemnitee’s , employment of its own legal separate counsel has been authorized by for Indemnitee is necessary because the Companyclaim or defense for which such counsel is employed is inconsistent or in conflict with the claims or defenses of the Indemnitor, or (iib) Indemnitee has shall have reasonably determined concluded that there may be a conflict of interest between Indemnitee and the Company in the defense of such Indemnifiable Claim, (iii) after a Change in Control, Indemnitee’s employment of its counsel has been approved by the Independent counsel, (iv) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual claims or potential conflict, (v) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available to him or her it that are different from or in addition to those available to Indemnitor. If Indemnitor does not have the Company, (vi) any such representation by counsel chosen by the Company would be precluded under the applicable standards of professional conduct then prevailing or (vii) the Company shall not in fact have employed counsel right to assume the defense of such Indemnifiable ClaimIndemnitee as provided above, then Indemnitee shall be entitled to retain the fees and expenses of separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Indemnifiable Claim) and all Expenses related to such separate counsel for Indemnitee shall be borne by the CompanyIndemnitor. If Indemnitor is permitted to assume, and in fact assumes, the defense of any such claim, action or proceeding, then Indemnitee shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnitee unless employment of such counsel and payment of the fees and expenses thereof by the Indemnitor has been specifically authorized by Indemnitor. Indemnitor shall not be liable for any settlement of any such action effected without Indemnitor's consent by Indemnitee, but if settled with the consent of Indemnitor or if there shall be a final judgment in an action based upon such claim, action or proceeding against Indemnitee or Indemnitor with or without the consent of Indemnitor, Indemnitor agrees to indemnify and hold harmless the Indemnitee to the extent provided herein. Indemnitor shall not be entitled to settle or compromise an indemnified claim, action or proceeding without the written consent of Indemnitee, which consent will not be unreasonably withheld, unless such settlement includes an unconditional release of Indemnitee and provides for no relief other than monetary damages that are fully indemnified by Indemnitor under this Agreement.

Defense of Claims. The With respect to any Proceeding as to which Indemnitee notifies the Company shall of the commencement thereof, the Company will be entitled to participate in the defense of any Indemnifiable Claim Proceeding at its own expense and, and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemniteethereof. After notice from the Company to Indemnitee of its election to assume the defense of any Indemnifiable ClaimProceeding, approval by Indemnitee (which approval shall not be unreasonably withheld, conditioned or delayed) of counsel designated by the Company and the retention of such counsel by the Company, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by Indemnitee in connection with Indemnitee’s the defense of such Indemnifiable Claim other than reasonable costs of investigation or as otherwise provided belowProceeding. Indemnitee shall have the right to employ her own legal counsel in such Indemnifiable ClaimProceeding, but all any Expenses related to such counsel subsequently incurred after notice from the Company of is assumption of by Indemnitee in connection with the defense of such Proceeding shall be at Indemnitee’s own expenses; provided, however, that if expense unless: (i) Indemnitee’s the employment of its own legal counsel by 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 such Indemnifiable Claimthe Proceeding, (iii) after a Change in Control, Indemnitee’s employment of its own counsel has been approved by the Independent counsel, Counsel or (iv) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (v) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company, (vi) any such representation by counsel chosen by the Company would be precluded under the applicable standards of professional conduct then prevailing or (vii) the Company shall not within sixty (60) days in fact have employed counsel to assume the defense of such Indemnifiable ClaimProceeding, then Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect each of any particular Indemnifiable Claim) and which cases all Expenses related to such separate counsel in connection with the Proceeding shall be borne by the Company. In the event separate counsel is retained by an Indemnitee pursuant to this Section 4.03, the Company shall cooperate with Indemnitee with respect to the defense of the Proceeding, including making documents, witnesses and other reasonable information related to the defense available to Indemnitee and such separate counsel pursuant to joint-defense agreements or confidentiality agreements, as appropriate. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) or (iv) above.

Defense of Claims. The Company Upon receipt by Indemnitor of a notice ----------------- from Indemnitee with respect to any claim of a third party against Indemnitee, and acknowledgment by Indemnitor (whether after resolution of a dispute or otherwise) of Indemnitee's right to indemnification hereunder with respect to such claim, Indemnitor shall be entitled to participate in assume the defense of any Indemnifiable Claim at its own expense and, except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof such claim with counsel reasonably satisfactory to Indemnitee and Indemnitee shall cooperate to the extent reasonably requested by Indemnitor in defense or prosecution thereof and shall furnish such records, information and testimony and attend all such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by Indemnitor in connection therewith. If Indemnitor shall acknowledge Indemnitee. After notice from the Company 's right to Indemnitee of its election indemnification and elect to assume the defense of any Indemnifiable Claimsuch claim, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by Indemnitee in connection with Indemnitee’s defense of such Indemnifiable Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ her its own legal counsel in any such Indemnifiable Claimcase, but all Expenses related to the fees and expenses of such counsel incurred after notice from the Company of is assumption of the defense shall be at the expense of Indemnitee’s own expenses; provided, howeverunless there is, that if (i) under applicable standards of conduct, a conflict on any significant issue between Indemnitor and Indemnitee’s employment , in which case the fees and expenses of its own legal such counsel shall be at the expense of Indemnitor. If Indemnitor has assumed the defense of any claim against Indemnitee, Indemnitor shall have the right to settle any claim for which indemnification has been authorized by sought and is available hereunder; provided that, to the Companyextent that such settlement requires Indemnitee to take, (ii) or prohibits Indemnitee has reasonably determined that there may be from taking, any action or purports to obligate Indemnitee, then Indemnitor shall not settle such claim without the prior written consent of Indemnitee. If Indemnitor does not assume the defense of a conflict of interest between Indemnitee third party claim and disputes Indemnitee's right to indemnification, Indemnitor shall have the Company right to participate in the defense of such Indemnifiable Claim, (iii) after a Change in Control, Indemnitee’s employment claim through counsel of its counsel has been approved by the Independent counselchoice, (iv) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflictat Indemnitor's expense, (v) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available have control over the litigation and authority to him or her that are different from or in addition resolve such claim subject to those available to the Company, (vi) any such representation by counsel chosen by the Company would be precluded under the applicable standards of professional conduct then prevailing or (vii) the Company shall not in fact have employed counsel to assume the defense of such Indemnifiable Claim, 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 Indemnifiable Claim) and all Expenses related to such separate counsel shall be borne by the Companythis Section 8.2.

Defense of Claims. The Company shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Claim at its own expense and, except as otherwise provided below, Event or to the extent the Company so wishes, it may assume the defense thereof thereof, with counsel reasonably satisfactory to the Indemnitee. After notice from the Company to ; provided that, if Indemnitee of its election to assume the defense of any Indemnifiable Claimbelieves, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred after consultation with counsel selected by Indemnitee in connection with Indemnitee’s defense of such Indemnifiable Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ her own legal counsel in such Indemnifiable Claim, but all Expenses related to such counsel incurred after notice from the Company of is assumption of the defense shall be at Indemnitee’s own expenses; provided, however, that if (i) Indemnitee’s employment of its own legal counsel 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 such Indemnifiable Claim, (iii) after a Change in Control, Indemnitee’s employment of its counsel has been approved by the Independent counsel, (iv) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflictconflict of interest, (vii) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude concludes that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company, or (viiii) any such representation by such counsel chosen by the Company would be precluded under the applicable standards of professional conduct then prevailing or (vii) the Company shall not in fact have employed counsel to assume the defense of such Indemnifiable Claimprevailing, 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 Indemnifiable Claim) and all Expenses related to such separate counsel shall be borne by at the Company’s expense. The Company shall not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any Claim relating to an Indemnifiable Event effected without the Company’s prior written consent. The Company shall not, without the prior written consent of the Indemnitee, effect any settlement of any Claim relating to an Indemnifiable Event to which the Indemnitee is a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of Indemnitee from all liability on all claims that are the subject matter of such Claim. Neither the Company nor Indemnitee shall unreasonably withhold, condition or delay its or his consent to any proposed settlement.

Defense of Claims. The Company Upon receipt by Indemnitor of a notice from Indemnitee with respect to any claim of a third party against Indemnitee, and acknowledgment by Indemnitor (whether after resolution of a dispute or otherwise) of Indemnitee's right to indemnification hereunder with respect to such claim, Indemnitor shall be entitled to participate in assume the defense of any Indemnifiable Claim at its own expense and, except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof such claim with counsel reasonably satisfactory to Indemnitee and Indemnitee shall cooperate to the extent reasonably requested by Indemnitor in defense or prosecution thereof and shall furnish such records, information and testimony and attend all such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by Indemnitor in connection therewith. If Indemnitor shall acknowledge Indemnitee. After notice from the Company 's right to Indemnitee of its election indemnification and elect to assume the defense of any Indemnifiable Claimsuch claim, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by Indemnitee in connection with Indemnitee’s defense of such Indemnifiable Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ her its own legal counsel in any such Indemnifiable Claimcase, but all Expenses related to the fees and expenses of such counsel incurred after notice from the Company of is assumption of the defense shall be at the expense of Indemnitee’s own expenses; provided. If Indemnitor has assumed the defense of any claim against Indemnitee, however, that if (i) Indemnitee’s employment of its own legal counsel Indemnitor shall have the right to settle any claim for which indemnification has been authorized by sought and is available hereunder; provided that, to the Companyextent that such settlement requires Indemnitee to take, (ii) or prohibits Indemnitee has reasonably determined that there may be from taking, any action or purports to obligate Indemnitee, then Indemnitor shall not settle such claim without the prior written consent of Indemnitee. If Indemnitor does not assume the defense of a conflict of interest between Indemnitee third party claim and disputes Indemnitee's right to indemnification, Indemnitor shall have the Company right to participate in the defense of such Indemnifiable Claim, (iii) after a Change in Control, Indemnitee’s employment claim through counsel of its counsel has been approved by the Independent counselchoice, (iv) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflictat Indemnitor's expense, (v) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available have control over the litigation and authority to him or her that are different from or in addition resolve such claim subject to those available to the Company, (vi) any such representation by counsel chosen by the Company would be precluded under the applicable standards of professional conduct then prevailing or (vii) the Company shall not in fact have employed counsel to assume the defense of such Indemnifiable Claim, 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 Indemnifiable Claim) and all Expenses related to such separate counsel shall be borne by the Companythis Section 5.03.

Defense of Claims. The Company shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Claim at its own expense and, except as otherwise provided below, Event or to the extent the Company so wishes, it may assume the defense thereof thereof, with counsel reasonably satisfactory to the Indemnitee. After notice from the Company to ; provided that if Indemnitee of its election to assume the defense of any Indemnifiable Claimbelieves, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred after consultation with counsel selected by Indemnitee in connection with Indemnitee’s defense of such Indemnifiable Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ her own legal counsel in such Indemnifiable Claim, but all Expenses related to such counsel incurred after notice from the Company of is assumption of the defense shall be at Indemnitee’s own expenses; provided, howeverXxxxxxxxxx, that if (i) Indemnitee’s employment of its own legal counsel 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 such Indemnifiable Claim, (iii) after a Change in Control, Indemnitee’s employment of its counsel has been approved by the Independent counsel, (iv) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflictconflict of interest, (vii) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company Company, or any subsidiary of the Company, and Indemnitee and Indemnitee shall conclude concludes that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company or any subsidiary of the Company, or (viiii) any such representation by such counsel chosen by the Company would be precluded under the applicable standards of professional conduct then prevailing or (vii) the Company shall not in fact have employed counsel to assume the defense of such Indemnifiable Claimprevailing, 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 Indemnifiable Claim) and all Expenses related to such separate counsel shall be borne by at the Company’s expense. The Company shall not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any Claim relating to an Indemnifiable Event effected without the Company’s prior written consent. The Company shall not, without the prior written consent of the Indemnitee, effect any settlement of any Claim relating to an Indemnifiable Event which the Indemnitee is or could have been a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of Indemnitee from all liability on all claims that are the subject matter of such Claim. Neither the Company nor Indemnitee shall unreasonably withhold, condition or delay its or his or her consent to any proposed settlement; provided that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of Indemnitee. In no event shall Indemnitee be required to waive, prejudice or limit attorney-client privilege or work- product protection or other applicable privilege or protection.

Defense of Claims. The Company shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Claim at its own expense and, except as otherwise provided below, Event or to the extent the Company so wishes, it may assume the defense thereof thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Company to ; provided that if Indemnitee of its election to assume the defense of any Indemnifiable Claimbelieves, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred after consultation with counsel selected by Indemnitee in connection with Indemnitee’s defense of such Indemnifiable Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ her own legal counsel in such Indemnifiable Claim, but all Expenses related to such counsel incurred after notice from the Company of is assumption of the defense shall be at Indemnitee’s own expenses; provided, however, that if (i) Indemnitee’s employment of its own legal counsel 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 such Indemnifiable Claim, (iii) after a Change in Control, Indemnitee’s employment of its counsel has been approved by the Independent counsel, (iv) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflictconflict of interest, (vii) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company or any subsidiary of the Company and Indemnitee and Indemnitee shall conclude concludes that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company, Company or any subsidiary of the Company or (viiii) any such representation by such counsel chosen by the Company would be precluded under the applicable standards of professional conduct then prevailing or (vii) the Company shall not in fact have employed counsel to assume the defense of such Indemnifiable Claimprevailing, 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 Indemnifiable Claim) at the Company's expense; provided that any counsel chosen by Indemnitee shall agree to comply with the Company’s outside counsel guidelines, as in effect at the time of the engagement of such counsel, with respect to any matter for which indemnification is sought under this Agreement. The Company shall not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any Claim relating to an Indemnifiable Event effected without the Company's prior written consent. The Company shall not, without the prior written consent of Indemnitee, effect any settlement of any Claim relating to an Indemnifiable Event to which Indemnitee is or could have been a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of Indemnitee from all Expenses related liability on all claims that are the subject matter of such Claim. Neither the Company nor Indemnitee shall unreasonably withhold its or his or her consent to such separate counsel shall be borne any proposed settlement; provided that Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of Indemnitee. To the fullest extent permitted by Nevada law, the Company’s assumption of the defense of a Claim pursuant to this Section 14 will constitute an irrevocable acknowledgement by the CompanyCompany that any Expenses incurred by or for the account of Indemnitee in connection therewith are indemnifiable by the Company under Section 2.

Defense of Claims. The Company shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Claim at its own expense and, except as otherwise provided below, Event or to the extent the Company so wishes, it may assume the defense thereof thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Company to ; provided that if Indemnitee of its election to assume the defense of any Indemnifiable Claimreasonably believes, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred after consultation with counsel selected by Indemnitee in connection with Indemnitee’s defense of such Indemnifiable Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ her own legal counsel in such Indemnifiable Claim, but all Expenses related to such counsel incurred after notice from the Company of is assumption of the defense shall be at Indemnitee’s own expenses; provided, however, that if (i) Indemnitee’s employment of its own legal counsel 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 such Indemnifiable Claim, (iii) after a Change in Control, Indemnitee’s employment of its counsel has been approved by the Independent counsel, (iv) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflictconflict of interest, (vii) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company Company, or any subsidiary of the Company, and Indemnitee and Indemnitee shall conclude concludes that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company or any subsidiary of the Company, or (viiii) any such representation by such counsel chosen by the Company would be precluded under the applicable standards of professional conduct then prevailing or (vii) the Company shall not in fact have employed counsel to assume the defense of such Indemnifiable Claimprevailing, then Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, one local counsel in each applicable jurisdiction in respect of any particular Indemnifiable Claim) and all Expenses related to such separate counsel shall be borne by at the Company’s expense. The Company shall not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any Claim relating to an Indemnifiable Event effected without the Company’s prior written consent. The Company shall not, without the prior written consent of the Indemnitee, effect any settlement of any Claim relating to an Indemnifiable Event that the Indemnitee is or could have been a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of Indemnitee from all liability on all claims that are the subject matter of such Claim. Neither the Company nor Indemnitee shall unreasonably withhold, condition or delay its, his or her consent to any proposed settlement; provided that Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of Indemnitee. In no event shall Indemnitee be required to waive, prejudice or limit attorney-client privilege or work-product protection or other applicable privilege or protection.

Defense of Claims. The Except for any Indemnifiable Claim asserted by or in the right of the Company shall (as to which Indemnitee will be entitled to exclusively control the defense), the Company will be entitled to participate in the defense of any Indemnifiable Claim at its own expense and, except as otherwise provided below, or to the extent the Company so wishes, it may assume the defense thereof thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume The Company’s participation in the defense of any Indemnifiable Claim of which the Company has not assumed the defense will not in any manner affect the rights of Indemnitee under this Agreement, including Indemnitee’s right to control the defense of such Indemnifiable Claims. With respect to the period (if any) commencing at the time at which the Company notifies Indemnitee that the Company has assumed the defense of any Indemnifiable Claim and continuing for so long as the Company is using its reasonable best efforts to provide an effective defense of such Indemnifiable Claim, the Company shall not be liable will have the right to Indemnitee control the defense of such Indemnifiable Claim and will have no obligation under this Agreement in respect of any attorneys’ or otherwise for experts’ fees or expenses or any Expenses subsequently directly other costs or expenses paid or incurred by Indemnitee in connection with Indemniteedefending such Indemnifiable Claim (other than such costs and expenses paid or incurred by Indemnitee in connection with any cooperation in the Company’s defense of such Indemnifiable Claim or other than reasonable costs action undertaken by Indemnitee at the request of investigation or as otherwise provided below. Indemnitee shall have the right to employ her own legal counsel in such Indemnifiable Claim, but all Expenses related to such counsel incurred after notice from the Company of is assumption or with the consent of the defense shall Company (which consent will not be at unreasonably withheld, conditioned or delayed)); provided that if Indemnitee believes, after consultation with counsel selected by Indemnitee’s own expenses; provided, however, that if (i) Indemnitee’s employment of its own legal counsel 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 such Indemnifiable Claim, (iii) after a Change in Control, Indemnitee’s employment of its counsel has been approved by the Independent counsel, (iva) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential a conflict, (vb) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude concludes that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company, or (vic) any such representation by such counsel chosen by the Company would be precluded under the applicable standards of professional conduct then prevailing or (vii) the Company shall not in fact have employed counsel to assume the defense of such Indemnifiable Claimprevailing, then Indemnitee shall will be entitled to retain and use the services of separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Indemnifiable Claim) and at the Company’s expense. Nothing in this Agreement will limit Indemnitee’s right to retain or use his or her own counsel at his or her own expense in connection with any Indemnifiable Claim; provided that in all Expenses related to such separate counsel shall be borne events Indemnitee will not unreasonably interfere with the conduct of the defense by the Company of any Indemnifiable Claim that the Company has assumed and of which the Company is using its reasonable best efforts to provide an effective defense. The Company will not be liable 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. The Company will not, without the prior written consent of Indemnitee, effect any settlement of any threatened or pending Indemnifiable Claim to which Indemnitee is, or could have been, a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of Indemnitee from all liability on any claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor Indemnitee will unreasonably withhold, condition or delay its consent to any proposed settlement; provided that Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of Indemnitee.

Defense of Claims. The Company Lessee or its insurers shall have the right (in each such case at the Lessee's sole expense) to investigate or, provided that (i) the Lessee or its insurers shall not reserve the right to dispute liability with respect to any insurance policies pursuant to which coverage is sought, (ii) in the case of the Lessee, no Event of Default shall have occurred and be continuing and (iii) the Lessee shall have first acknowledged in writing to such Indemnitee the Lessee's obligation to indemnify such Indemnitee hereunder in respect of such claim, defend any such claim covered by insurance for which indemnification is sought pursuant to this Article 9 and each Indemnitee shall cooperate with the Lessee or its insurers with respect thereto, and provided, further, the Lessee shall not be entitled to participate in assume and control the defense of any Indemnifiable Claim such claim if and to the extent such Indemnitee reasonably objects to such control on the ground that an actual or potential material conflict of interest exists where it is advisable for such Indemnitee to be represented by separate counsel; and provided, further that in any judicial or administrative proceeding involving a claim for which payment or indemnity is sought under this Article 9 and other claims related or unrelated to the transactions contemplated by the Operative Agreements, the Lessee will not be entitled to assume and control the defense of such claim unless such claim is severed from such other claims at the Lessee's expense; and provided further that the Lessee will not be entitled to assume and control the defense of such claim if the same involves a material danger of criminal liability or the sale, forfeiture or loss of, or the creation of any Lien on, the Aircraft or Lessor's Estate or any part thereof. Subject to the immediately foregoing sentence, where the Lessee or the insurers under a policy of insurance maintained by the Lessee undertake the defense of an Indemnitee with respect to such a claim, no additional legal fees or expenses of such Indemnitee in connection with the defense of such claim shall be indemnified hereunder unless the fees or expenses were incurred at the written request of the Lessee or such insurers. Subject to the requirement of any policy of insurance applicable to a claim, an Indemnitee may participate at its own expense and, except as otherwise provided belowat any judicial proceeding controlled by the Lessee or its insurers pursuant to the preceding provisions, to the extent that such party's participation does not, in the Company so wishesopinion of the independent counsel appointed by the Lessee or its insurers to conduct such proceedings, it may assume the defense thereof interfere with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Indemnifiable Claim, the Company such control; and such participation shall not constitute a waiver of the indemnification provided in this Section 9.06. No Indemnitee shall enter into any settlement or other compromise with respect to any claim described in this Section 9.06 without the prior written consent of the Lessee, which consent shall not unreasonably be liable withheld or delayed, unless such Indemnitee waives its right to Indemnitee be indemnified under this Agreement or otherwise for any Expenses subsequently directly incurred by Indemnitee in connection Article 9 with Indemnitee’s defense of such Indemnifiable Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ her own legal counsel in such Indemnifiable Claim, but all Expenses related respect to such counsel incurred after notice from the Company of is assumption of the defense shall be at Indemnitee’s own expenses; provided, however, that if (i) Indemnitee’s employment of its own legal counsel 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 such Indemnifiable Claim, (iii) after a Change in Control, Indemnitee’s employment of its counsel has been approved by the Independent counsel, (iv) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (v) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company, (vi) any such representation by counsel chosen by the Company would be precluded under the applicable standards of professional conduct then prevailing or (vii) the Company shall not in fact have employed counsel to assume the defense of such Indemnifiable Claim, 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 Indemnifiable Claim) and all Expenses related to such separate counsel shall be borne by the Companyclaim.

Defense of Claims. The Company shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Claim at its own expense and, except as otherwise provided below, Event or to the extent the Company so wishes, it may assume the defense thereof thereof, with counsel reasonably satisfactory to the Indemnitee. After notice from ; provided that if the Company to Indemnitee of its election to assume believes, after consultation with counsel selected by the defense of any Indemnifiable Claim, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by Indemnitee in connection with Indemnitee’s defense of such Indemnifiable Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ her own legal counsel in such Indemnifiable Claim, but all Expenses related to such counsel incurred after notice from the Company of is assumption of the defense shall be at Indemnitee’s own expenses; provided, however, that if (i) Indemnitee’s employment of its own legal counsel 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 such Indemnifiable Claim, (iii) after a Change in Control, Indemnitee’s employment of its counsel has been approved by the Independent counsel, (iv) the use of counsel chosen by the Company to represent the Indemnitee would present such counsel with an actual or potential conflictconflict of interest, (vii) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company or any subsidiary of the Company and the Indemnitee and the Indemnitee shall conclude concludes that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company, Company or any subsidiary of the Company or (viiii) any such representation by such counsel chosen by the Company would be precluded under the applicable standards of professional conduct then prevailing or (vii) the Company shall not in fact have employed counsel to assume the defense of such Indemnifiable Claimprevailing, then the Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Indemnifiable Claim) at the Company’s expense. The Company shall not be liable to the Indemnitee under this Agreement for any amounts paid in settlement of any Claim relating to an Indemnifiable Event effected without the Company’s prior written consent. The Company shall not, without the prior written consent of the Indemnitee, effect any settlement of any Claim relating to an Indemnifiable Event which the Indemnitee is or could have been a party unless such settlement solely involves the payment of money, includes a complete and unconditional release of the Indemnitee from all Expenses related to liability on all claims that are the subject matter of such separate counsel shall be borne Claim and does not contain any admission of liability or wrongdoing by the CompanyIndemnitee. Neither the Company nor the Indemnitee shall unreasonably withhold its or his or her consent to any proposed settlement; provided that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee.

Defense of Claims. The Indemnitee shall give the Company prompt notice of any Claim relating to the Indemnitee’s Company Status (provided that the failure to give such prompt notice to the Company shall be entitled not relieve the Company of any indemnification obligation hereunder except to the extent that the defense of such Claim is prejudiced by the failure to give such prompt notice, and then only to such extent), and the Company shall have the right to undertake the defense of any Claim by counsel chosen by the Company and reasonably satisfactory to the Indemnitee. If the Company undertakes the defense of any such Claim, the Indemnitee may, at the cost and expense of the Company, retain separate co-counsel to defend Indemnitee, and shall, to the best of its ability, assist the Company, at the expense of the Company, in the defense of such Claim, and shall promptly send to the Company, at the expense of the Company, copies of any documents received by the Indemnitee that relate to such Claim. If the Company, within a reasonable time after receipt of notice of any such Claim, fails to defend the Indemnitee against which such Claim has been asserted, the Indemnitee shall (upon further notice to the Company) have the right to undertake the defense, compromise or settlement of such Claim on behalf of the Company. Notwithstanding the foregoing, (a) if there is a reasonable probability that a Claim may materially and adversely affect the Indemnitee in a manner other than the payment of monetary liabilities, the Indemnitee shall have the right to defend such Claim and to compromise or settle such Claim (in such event, the Company may retain separate co-counsel and participate in the defense of any Indemnifiable Claim at its own expense and, 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 its election to assume the defense of any Indemnifiable such Claim, ); (b) the Company shall not be liable to the Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by Indemnitee amounts paid in connection with Indemnitee’s defense settlement of such Indemnifiable Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ her own legal counsel in such Indemnifiable Claim, but all Expenses related to such counsel incurred after notice from the Company of is assumption of the defense shall be at Indemnitee’s own expenses; provided, however, that if (i) Indemnitee’s employment of its own legal counsel has been authorized any claim effected 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 such Indemnifiable Claim, (iii) after a Change in Control, Indemnitee’s employment of its counsel has been approved by the Independent counsel, (iv) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (v) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available to him or her that are different from or in addition to those available to without the Company’s prior consent, which consent shall not be unreasonably withheld, conditioned, or delayed; and (vi) any such representation by counsel chosen by the Company would be precluded under the applicable standards of professional conduct then prevailing or (viic) the Company shall not in fact have employed counsel not, without the written consent of the Indemnitee, settle or compromise any Claim or consent to assume the defense of such Indemnifiable Claim, then Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect entry of any particular Indemnifiable Claim) judgment that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee a release from all liability and all Expenses related adverse actions with respect to such separate counsel shall be borne by the CompanyClaim.

Defense of Claims. The Company procedures to be followed with respect to the defense and settlement of any claim made by a third party which, if true, would give rise to a right on the part of an Indemnitee to be indemnified against resulting Adverse Consequences in whole or in part, under this Section 8 (a "Claim") shall be as follows: (a) Unless in the reasonable judgment of Indemnitee (i) there is a conflict between the positions of the Indemnitor and the Indemnitee in conducting the defense of such Claim or (ii) legitimate legal or business considerations would require the Indemnitee to defend or respond to such Claim in a manner different from that recommended by the Indemnitor, the Indemnitor shall, by giving notice thereof to the Indemnitee confirming the Indemnitor's obligation under this Section 8 to indemnify the Indemnitee in respect of such Claim, be entitled, at his or its expense, to assume and control such defense with counsel chosen by it or him. The Indemnitee shall be entitled to participate therein after such assumption, but the costs of such participation (other than the costs of providing witnesses or documents at the request of the Indemnitor or in response to legal process) following such assumption shall be at the expense of the Indemnitee. Upon assuming such defense, the Indemnitor shall have full right to enter into any compromise or settlement which is dispositive of the matter involved; provided that, except for the settlement of a Claim that involves no obligation of the Indemnitee other than the payment of money for which indemnification is provided hereunder, the Indemnitor shall not settle or compromise any Claim without the prior written consent of the Indemnitee, which consent will not be unreasonably withheld; and provided, further, that the Indemnitor may not consent to entry of any judgment or enter into any settlement in respect of a Claim which does not include an unconditional release of the Indemnitee from all liability in respect of such Claim. (b) With respect to a Claim as to which the Indemnitor (i) does not have the right to assume the defense under Section 8.2(a) or (ii) shall not have exercised its right to assume the defense, the Indemnitee shall assume and control the defense of and contest such Claim with counsel chosen by it and the Indemnitor shall be obligated to pay all reasonable attorneys' fees and expenses of the Indemnitee incurred in connection with such defense, regardless of the outcome. The Indemnitor shall be entitled to participate in the defense of any Indemnifiable such Claim at its own expense and, except as otherwise provided below, to expense. Notwithstanding 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 its election to assume the defense of any Indemnifiable Claimforegoing, the Company Indemnitee shall not be liable required to Indemnitee defend any Claim under this Agreement or otherwise for any Expenses subsequently directly incurred by Section 8.2(b) unless (i) the Indemnitor confirms its obligation under this Section 8 to indemnify the Indemnitee in connection with Indemnitee’s defense respect of such Indemnifiable Claim other than by written notice to the Indemnitee and (ii) if requested by the Indemnitee, the Indemnitor provides reasonable assurance to the Indemnitee of the Indemnitor's financial ability to indemnify the Indemnitee against the costs of investigation defense and any liability that may result from such Claim, including providing a bond or as otherwise provided belowother security therefor if reasonably requested by the Indemnitee. If the Indemnitee is not required to defend any Claim under the immediately preceding sentence, it shall have owe no duties to the Indemnitor with respect to such Claim, and may defend, fail to defend or settle such Claim without affecting its right to employ her own legal counsel in such Indemnifiable Claim, but all Expenses related to such counsel incurred after notice from the Company of is assumption of the defense shall be indemnity hereunder. (c) The Indemnitee may compromise or settle any Claim against it at Indemnitee’s own expensesany time; provided, however, that the Indemnitee shall not settle or compromise any Claim without the prior written consent of the Indemnitor, which consent will not be unreasonably withheld; and provided, further, that if in the reasonable judgment of the Indemnitee it would be materially harmed or otherwise prejudiced by not entering into a proposed settlement or compromise and the Indemnitor withholds consent to such settlement or compromise, the Indemnitee may enter into such settlement or compromise, but such settlement or compromise shall not be conclusive as to the existence or amount of the liability of the Indemnitor to the Indemnitee or any third party. (id) Indemnitee’s employment Both the Indemnitor and the Indemnitee shall cooperate fully with one another in connection with the defense, compromise or settlement of any Claim, including without limitation making available to the other all pertinent information and witnesses within its own legal counsel control at reasonable intervals during normal business hours. (e) Each of the matters described in SCHEDULE 3.5.4 shall be treated for all purposes as a Claim for which notice has been authorized by the Company, given pursuant to Section 8.2 (iia) to Buyer as Indemnitee that Seller as Indemnitor has reasonably determined that there may be a conflict of interest between Indemnitee assumed and the Company in shall control the defense of such Indemnifiable Claim, (iii) after a Change in Control, Indemnitee’s employment Claims and the remaining subsections of its counsel has been approved by the Independent counsel, (iv) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (v) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company, (vi) any such representation by counsel chosen by the Company would be precluded under the applicable standards of professional conduct then prevailing or (vii) the Company shall not in fact have employed counsel to assume the defense of such Indemnifiable Claim, then Indemnitee this Section 8.3 shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Indemnifiable Claim) and all Expenses related applicable to such separate counsel shall be borne by the CompanyClaims.

Defense of Claims. The Company shall be entitled to participate in the defense of any Indemnifiable Claim at its own expense and, 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 its election or to assume the defense of any Indemnifiable Claimthereof, the Company shall not be liable with counsel reasonably ​ satisfactory to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by Indemnitee in connection with Indemnitee’s defense of such Indemnifiable Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ her own legal counsel in such Indemnifiable Claim, but all Expenses related to such counsel incurred after notice from the Company of is assumption of the defense shall be at Indemnitee’s own expenses; provided, however, that if Indemnitee believes, after consultation with counsel selected by Xxxxxxxxxx, that (i) Indemnitee’s employment of its own legal counsel 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 such Indemnifiable Claim, (iii) after a Change in Control, Indemnitee’s employment of its counsel has been approved by the Independent counsel, (iva) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (vb) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company, Company or (vic) any such representation by such counsel chosen by the Company would be precluded under the applicable standards of professional conduct then prevailing or (vii) the Company shall not in fact have employed counsel to assume the defense of such Indemnifiable Claimprevailing, then Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in with respect of to any particular Indemnifiable Claim) at the Company’s expense. The Company shall not be liable 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. The Company shall not, without the prior written consent of Indemnitee, effect any settlement of any threatened or pending Indemnifiable Claim that Indemnitee is or could have been a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of Indemnitee from all Expenses related liability on any claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor Indemnitee shall unreasonably withhold its consent to such separate counsel shall be borne any proposed settlement; provided, however, that Indemnitee may withhold consent to (i) any settlement that does not provide a complete and unconditional release of Indemnitee or (ii) any settlement which imposes a monetary payment obligation upon Indemnitee which is not being paid in full by the Company, insurance coverage or any other party for the benefit of Indemnitee.

Defense of Claims. The Company shall be entitled to participate in the defense of any claim or Proceeding relating to an Indemnifiable Claim at its own expense and, except as otherwise provided below, Event or to the extent the Company so wishes, it may assume the defense thereof thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Indemnifiable Claim, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by Indemnitee in connection with Indemnitee’s defense of such Indemnifiable Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ her own legal counsel in such Indemnifiable Claim, but all Expenses related to such counsel incurred after notice from the Company of is assumption of the defense shall be at Indemnitee’s own expenses; provided, howeverthat, if Indemnitee believes, after consultation with counsel selected by Indemnitee, that if (i) Indemnitee’s employment of its own legal counsel 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 such Indemnifiable Claim, (iii) after a Change in Control, Indemnitee’s employment of its counsel has been approved by the Independent counsel, (iv) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflictconflict of interest, (vii) the named parties in any such Indemnifiable Claim claim or Proceeding (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude concludes that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company, Company or (viiii) any such representation by such counsel chosen by the Company would be precluded under the applicable standards of professional conduct then prevailing or (vii) the Company shall not in fact have employed counsel to assume the defense of such Indemnifiable Claimprevailing, then Indemnitee shall be entitled to retain separate counsel (but not more than one law firm firm, plus, if applicable, local counsel in respect of any particular Indemnifiable Claimclaim or Proceeding) and all Expenses related to such separate counsel shall be borne by at the Company’s expense pursuant to Section 7. The Company shall not, without the prior written consent of Indemnitee (not to be unreasonably withheld, conditioned or delayed), effect any settlement of any claim or Proceeding relating to an Indemnifiable Event in respect of which Indemnitee has had or could have any expense, cost, charge, Liability or loss unless (i) such settlement solely involves the payment of money and includes a complete and unconditional release of Indemnitee from all Liability on all causes of action that are the subject matter of such claim or Proceeding and (ii) all such expenses, costs, charges, Liabilities and losses will be paid or reimbursed by or for the Company without any liability, obligation or responsibility on the part of Indemnitee.

Defense of Claims. The Company shall will be entitled to participate in the defense (including, without limitation, the negotiation and approval of any Indemnifiable settlement) of any Claim at its own expense and, except as otherwise provided below, to the extent in respect of which Indemnitee may seek indemnification from the Company so wishes, it may hereunder or to assume the defense thereof thereof, with counsel reasonably satisfactory to the Indemnitee. After notice from , provided that in the Company to Indemnitee of its election to assume the defense of any Indemnifiable Claim, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by Indemnitee in connection with Indemnitee’s defense of such Indemnifiable Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ her own legal counsel in such Indemnifiable Claim, but all Expenses related to such counsel incurred after notice from the Company of is assumption of the defense shall be at Indemnitee’s own expenses; provided, however, event that if (i) Indemnitee’s employment of its own legal counsel 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 such Indemnifiable Claim, (iii) after a Change in Control, Indemnitee’s employment of its counsel has been approved by the Independent counsel, (iv) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (vii) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company, Company or (viiii) any such representation by counsel chosen by the Company would be precluded under the applicable standards of professional conduct then prevailing or (vii) the Company shall not in fact have employed counsel to assume the defense of such Indemnifiable Claimprevailing, then Indemnitee shall will be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Indemnifiable Claim) and all Expenses related to such separate counsel at the Company's expense. Notwithstanding the preceding sentence, in any event the Company shall be borne by liable to Indemnitee under this Agreement for the Companyreasonable costs of investigation and preparation for the defense of any Claim (including, without limitation, appearing as a witness and reasonable fees and expenses of counsel in connection therewith). The Company will not, without the prior written consent of the Indemnitee, effect any settlement of any threatened or pending Claim that the Indemnitee is or could have been a party to unless such settlement solely involves the payment of money and includes an unconditional release of the Indemnitee from all liability on any claims that are the subject matter of such Claim.

Defense of Claims. The Company shall be entitled If any Claim by one of the Buyer Parties arises out of a claim by a person other than one of the Buyer Parties, Precept or Merger Sub will promptly give notice to participate in the defense Shareholders (or the Company, if applicable) of any Indemnifiable Claim at its own expense and, 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 its election to assume the defense of any Indemnifiable such Claim, and thereafter the Company shall not be liable Shareholders (or the Company, if applicable) may, by written notice, undertake to Indemnitee under this Agreement conduct any proceedings or otherwise for any Expenses subsequently directly incurred by Indemnitee negotiations in connection with Indemnitee’s defense therewith or necessary to defend the Buyer Parties and take all other steps or proceedings to settle or contest such claim, including, without limitation, the employment of such Indemnifiable Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ her own legal counsel in such Indemnifiable Claim, but all Expenses related to such counsel incurred after notice from the Company of is assumption of the defense shall be at Indemnitee’s own expensescounsel; provided, however, that if (ia) Indemnitee’s employment of its own legal counsel has been authorized by the Shareholders (or the Company, (iiif applicable) Indemnitee has reasonably determined shall not enter into any agreement in compromise or settlement of any claim that there may be a conflict could affect the Taxes attributable to any taxable period of interest between Indemnitee and the Company in beginning on or after the defense Closing Date without the prior written consent of such Indemnifiable ClaimPrecept or Merger Sub, and (iii) after a Change in Control, Indemnitee’s employment of its counsel has been approved by the Independent counsel, (ivb) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual Shareholders (or potential conflict, (v) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company, (viif applicable) any such representation by counsel chosen by shall reasonably consider the Company would be precluded under advice of the applicable standards of professional conduct then prevailing or (vii) the Company shall not in fact have employed counsel Buyer Parties as to assume the defense and settlement of such Indemnifiable Claimclaim and the Buyer Parties shall have the right to participate, then Indemnitee at their own expense, in such defense. Except as otherwise provided herein, control of such litigation and settlement shall be entitled to retain separate counsel remain with the Shareholders (but not more than one law firm plusor the Company, if applicable). The Buyer Parties shall provide all reasonable cooperation in connection with any such defense by the Shareholders (or the Company, local counsel in if applicable). Counsel and auditor fees, filing fees and court fees of all proceedings, contests or lawsuits with respect of to any particular Indemnifiable Claim) and all Expenses related to such separate counsel claim shall be borne by the Shareholders (or the Company, if applicable). If any such Claim is made hereunder and the Shareholders (or the Company, if applicable) elects not to undertake the defense thereof by written notice to the Buyer Parties, the Buyer Parties shall be entitled to indemnification with respect thereto pursuant to the terms of this ARTICLE VII. If any Claim for indemnification by Precept or Merger Sub arises out of a Claim by Precept or Merger Sub and not a third party, then Precept or Merger Sub shall be entitled to immediate indemnification hereunder.

Defense of Claims. The Company Lessee or its insurers shall have the right (in each such case at the Lessee's sole expense) to investigate, defend (and control the defense of) any such claim for which indemnification is sought pursuant to this Article 7 and each Indemnitee shall cooperate with the Lessee or its insurers with respect thereto, provided that, without limiting the right of the Lessee's insurers to assume and control the defense of or to compromise, any such claim, the Lessee shall not be entitled to participate in assume and control the defense of or compromise any Indemnifiable Claim such claim (A) during the continuance of any Event of Default arising under Sections 16(a), (f), (g) or (h) of the Lease, (B) if an actual or potential material conflict of interest exists making it advisable in the good faith opinion of such Indemnitee (on the basis of prevailing standards of professional responsibility) for such Indemnitee to be represented by separate counsel or if such proceeding involves the potential imposition of criminal liability on such Indemnitee or (C) if such proceeding will involve any non-de minimis risk of the sale, forfeiture or loss of, or the creation of any Lien (other than Permitted Liens) on the Aircraft, the Trust Indenture Estate or the Trust Estate (unless the Lessee posts a bond or other security reasonably acceptable in form and substance to such Indemnitee) or involve any risk of criminal liability to such Indemnitee and, in any such case, the relevant Indemnitee will, in good faith, undertake the defense of such claim at the expense of the Lessee. Subject to the immediately foregoing sentence, where the Lessee or the insurers under a policy of insurance maintained by the Lessee undertake the defense of an Indemnitee with respect to such a claim, no additional legal fees or expenses of such Indemnitee in connection with the defense of such claim shall be indemnified hereunder unless the fees or expenses were incurred at the written request of the Lessee or such insurers. Subject to the requirement of any policy of insurance applicable to a claim, an Indemnitee may participate at its own expense and, except as otherwise provided belowat any judicial proceeding controlled by the Lessee or its insurers pursuant to the preceding provisions, to the extent that such party's participation does not, in the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Indemnifiable Claim, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by Indemnitee in connection with Indemnitee’s defense of such Indemnifiable Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ her own legal counsel in such Indemnifiable Claim, but all Expenses related to such counsel incurred after notice from the Company of is assumption opinion of the defense shall be at Indemnitee’s own expenses; provided, however, that if (i) Indemnitee’s employment of its own legal independent counsel has been authorized appointed by the CompanyLessee or its insurers to conduct such proceedings, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in interfere with the defense of such Indemnifiable Claimclaim (it being agreed that the making of copies, (iii) after giving notice of proceedings and the like shall not be considered interference); and such participation shall not constitute a Change waiver of the indemnification provided in Control, Indemnitee’s employment of its counsel has been approved by the Independent counsel, (iv) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (v) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and this Section 7.03. No Indemnitee shall conclude that there may enter into any settlement or other compromise with respect to any claim described in this Section 7.03 (other than any claim involving potential criminal liability) without the prior written consent of the Lessee, unless such Indemnitee waives its right to be one or more legal defenses available indemnified under this Article 7 with respect to him or her that are different from or in addition to those available to the Company, (vi) any such representation by counsel chosen by the Company would be precluded under the applicable standards of professional conduct then prevailing or (vii) the Company claim. The Lessee shall not in fact have employed counsel enter into any settlement or compromise with respect to assume which the defense Lessee has not agreed to indemnify such Indemnitee to such Indemnitee's satisfaction or which admits any criminal violation, gross negligence or willful misconduct on the part of any Indemnitee without the prior written consent of such Indemnifiable Claim, 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 Indemnifiable Claim) and all Expenses related to such separate counsel shall be borne by the CompanyIndemnitee.

Defense of Claims. The Company Lessee or its insurers shall have the right (in each such case at the Lessee's sole expense) to investigate, defend (and control the defense of) any such claim for which indemnification is sought pursuant to this Article 7 and each Indemnitee shall cooperate with the Lessee or its insurers with respect thereto, provided that, without limiting the right of the Lessee's insurers to assume and control the defense of, or to compromise, any such claim, the Lessee shall not be entitled to participate in assume and control the defense of or compromise any Indemnifiable Claim such claim (A) during the continuance of any Event of Default arising under Section 14(a) of the Lease, (B) if an actual or potential material conflict of interest exists making it advisable (on the basis of prevailing standards of professional responsibility) for such Indemnitee to be represented by separate counsel or on the grounds that such proceeding involves the potential imposition of criminal liability on such Indemnitee or (C) such proceeding will involve any material risk of the sale, forfeiture or loss of, or the creation of any Lien (other than Permitted Liens) on the Aircraft or the Trust Estate (unless the Lessee posts a bond or other security reasonably acceptable in form and substance to such Indemnitee) or involve any material risk of criminal liability to such Indemnitee for which it is not indemnified hereunder and, in any such case, the relevant Indemnitee will, in good faith, undertake the defense of such claim at the expense of the Lessee. Subject to the immediately foregoing sentence, where the Lessee or the insurers under a policy of insurance maintained by the Lessee undertake the defense of an Indemnitee with respect to such a claim, no additional legal fees or expenses of such Indemnitee in connection with the defense of such claim shall be indemnified hereunder unless the fees or expenses were incurred at the written request of the Lessee or such insurers. Subject to the requirement of any policy of insurance applicable to a claim, an Indemnitee may participate at its own expense and, except as otherwise provided belowat any judicial proceeding controlled by the Lessee or its insurers pursuant to the preceding provisions, to the extent that such party's participation does not, in the Company so wishesopinion of the independent counsel appointed by the Lessee or its insurers to conduct such proceedings, it may assume interfere with such control; and such participation shall not constitute a waiver of the defense thereof indemnification provided in this Section 7.03. No Indemnitee shall enter into any settlement or other compromise with counsel reasonably satisfactory respect to any claim described in this Section 7.03 without the prior written consent of the Lessee, unless such Indemnitee waives its right to be indemnified under this Article 7 with respect to such claim. The Lessee shall not enter into any settlement or compromise with respect to which the Lessee has not agreed to indemnify such Indemnitee to such Indemnitee. After notice from 's satisfaction or which admits any criminal violation, gross negligence or willful misconduct on the Company to Indemnitee of its election to assume the defense part of any Indemnifiable Claim, Indemnitee without the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by Indemnitee in connection with Indemnitee’s defense prior written consent of such Indemnifiable Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ her own legal counsel in such Indemnifiable Claim, but all Expenses related to such counsel incurred after notice from the Company of is assumption of the defense shall be at Indemnitee’s own expenses; provided, however, that if (i) Indemnitee’s employment of its own legal counsel 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 such Indemnifiable Claim, (iii) after a Change in Control, Indemnitee’s employment of its counsel has been approved by the Independent counsel, (iv) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (v) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company, (vi) any such representation by counsel chosen by the Company would be precluded under the applicable standards of professional conduct then prevailing or (vii) the Company shall not in fact have employed counsel to assume the defense of such Indemnifiable Claim, 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 Indemnifiable Claim) and all Expenses related to such separate counsel shall be borne by the Company.

Defense of Claims. The Subject to the provisions of applicable policies of directors’ and officers’ liability insurance, the Company shall be entitled to participate in the defense of any Indemnifiable Claim at its own expense and, except as otherwise provided below, or to the extent the Company so wishes, it may assume or lead the defense thereof with counsel reasonably satisfactory to the Indemnitee. After notice from the Company to ; provided that if Indemnitee of its election to assume the defense of any Indemnifiable Claimdetermines, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred after consultation with counsel selected by Indemnitee in connection with Indemnitee’s defense of such Indemnifiable Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ her own legal counsel in such Indemnifiable Claim, but all Expenses related to such counsel incurred after notice from the Company of is assumption of the defense shall be at Indemnitee’s own expenses; provided, however, that if (i) Indemnitee’s employment of its own legal counsel 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 such Indemnifiable Claim, (iii) after a Change in Control, Indemnitee’s employment of its counsel has been approved by the Independent counsel, (iva) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (vb) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company, (vi) any such representation by counsel chosen by the Company would be precluded under the applicable standards of professional conduct then prevailing or (viic) Indemnitee has interests in the Company shall not claim or underlying subject matter that are different from or in fact have employed counsel addition to assume those of other Persons against whom the defense of such Indemnifiable ClaimClaim has been made or might reasonably be expected to be made, 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 Indemnifiable ClaimClaim for all indemnitees in Indemnitee’s circumstances) and all Expenses related to such separate counsel shall be borne by at the Company’s expense. The Company shall not be liable 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. The Company shall not, without the prior written consent of the Indemnitee, effect any settlement of any threatened or pending Indemnifiable Claim which the Indemnitee is or could have been a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all liability on any claims that are the subject matter of such Indemnifiable Claim.

Defense of Claims. The Except for any Indemnifiable Claim asserted by or in the right of the Company shall (as to which Indemnitee will be entitled to exclusively control the defense), the Company will be entitled to participate in the defense of any Indemnifiable Claim at its own expense and, except as otherwise provided below, or to the extent the Company so wishes, it may assume the defense thereof thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume The Company’s participation in the defense of any Indemnifiable Claim of which the Company has not assumed the defense will not in any manner affect the rights of Indemnitee under this Agreement, including Indemnitee’s right to control the defense of such Indemnifiable Claims. With respect to the period (if any) commencing at the time at which the Company notifies Indemnitee that the Company has assumed the defense of any Indemnifiable Claim and continuing for so long as the Company is using its reasonable efforts to provide an effective defense of such Indemnifiable Claim, the Company shall not be liable will have the right to Indemnitee control the defense of such Indemnifiable Claim and will have no obligation under this Agreement in respect of any attorneys’ or otherwise for experts’ fees or expenses or any Expenses subsequently directly other costs or expenses paid or incurred by Indemnitee in connection with Indemniteedefending such Indemnifiable Claim (other than such costs and expenses paid or incurred by Indemnitee in connection with any cooperation in the Company’s defense of such Indemnifiable Claim or other than reasonable costs action undertaken by Indemnitee at the request of investigation or as otherwise provided below. Indemnitee shall have the right to employ her own legal counsel in such Indemnifiable Claim, but all Expenses related to such counsel incurred after notice from the Company of is assumption or with the consent of the defense shall Company (which consent will not be at Indemnitee’s own expensesunreasonably withheld, conditioned or delayed)); providedprovided that if Indemnitee believes, howeverafter consultation with counsel selected by Xxxxxxxxxx, that if (i) Indemnitee’s employment of its own legal counsel 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 such Indemnifiable Claim, (iii) after a Change in Control, Indemnitee’s employment of its counsel has been approved by the Independent counsel, (iva) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (vb) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall will conclude that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company, or (vic) any such representation by such counsel chosen by the Company would be precluded under the applicable standards of professional conduct then prevailing or (vii) the Company shall not in fact have employed counsel to assume the defense of such Indemnifiable Claimprevailing, then Indemnitee shall will be entitled to retain and use the services of separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Indemnifiable Claim) and at the Company’s expense. Nothing in this Agreement limits Xxxxxxxxxx’s right to retain or use his or her own counsel at his or her own expense in connection with any Indemnifiable Claim; provided that in all Expenses related to such separate counsel shall be borne events Indemnitee will not unreasonably interfere with the conduct of the defense by the Company of any Indemnifiable Claim that the Company will have assumed and of which the Company is using its reasonable efforts to provide an effective defense. The Company will not be liable 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. The Company will not, without the prior written consent of Indemnitee, effect any settlement of any threatened or pending Indemnifiable Claim to which Indemnitee is, or could have been, a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of Indemnitee from all liability on any claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor Indemnitee will unreasonably withhold, condition or delay its consent to any proposed settlement; provided that Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of Indemnitee.

Defense of Claims. The Company shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Claim at its own expense and, except as otherwise provided below, Event or to the extent the Company so wishes, it may assume the defense thereof thereof, with counsel reasonably satisfactory to the Indemnitee. After notice from ; provided that if the Company to Indemnitee of its election to assume reasonably believes, after consultation with counsel selected by the defense of any Indemnifiable Claim, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by Indemnitee in connection with Indemnitee’s defense of such Indemnifiable Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ her own legal counsel in such Indemnifiable Claim, but all Expenses related to such counsel incurred after notice from the Company of is assumption of the defense shall be at Indemnitee’s own expenses; provided, however, that if (i) Indemnitee’s employment of its own legal counsel 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 such Indemnifiable Claim, (iii) after a Change in Control, Indemnitee’s employment of its counsel has been approved by the Independent counsel, (iv) the use of counsel chosen by the Company to represent the Indemnitee would present such counsel with an actual or potential conflictconflict of interest, (vii) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both (A) the Company or any subsidiary of the Company and (B) the Indemnitee, and the Indemnitee and Indemnitee shall conclude concludes that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company, Company or any subsidiary of the Company or (viiii) any such representation by such counsel chosen by the Company would be precluded under the applicable standards of professional conduct then prevailing or (vii) the Company shall not in fact have employed counsel to assume the defense of such Indemnifiable Claimprevailing, then the Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Indemnifiable Claim) at the Company’s expense. The Company shall not be liable to the Indemnitee under this Agreement for any amounts paid in settlement of any Claim relating to an Indemnifiable Event effected without the Company’s prior written consent. The Company shall not, without the prior written consent of the Indemnitee, effect any settlement of any Claim relating to an Indemnifiable Event which the Indemnitee is or could have been a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all Expenses related liability on all claims that are the subject matter of such Claim. Neither the Company nor the Indemnitee shall unreasonably withhold its or his or her consent to such separate counsel shall be borne any proposed settlement; provided that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee. To the fullest extent permitted by Delaware law, the Company’s assumption of the defense of a Claim pursuant to this Section 15 will constitute an irrevocable acknowledgment by the CompanyCompany that any Indemnifiable Expenses incurred by or for the account of Indemnitee incurred in connection therewith are indemnifiable by the Company under Section 2 of this Agreement.

Defense of Claims. The Company shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Claim at its own expense and, except as otherwise provided below, Event or to the extent the Company so wishes, it may assume the defense thereof thereof, with counsel reasonably satisfactory to the Indemnitee. After notice from ; provided that if the Company to Indemnitee of its election to assume believes, after consultation with counsel selected by the defense of any Indemnifiable Claim, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by Indemnitee in connection with Indemnitee’s defense of such Indemnifiable Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ her own legal counsel in such Indemnifiable Claim, but all Expenses related to such counsel incurred after notice from the Company of is assumption of the defense shall be at Indemnitee’s own expenses; provided, however, that if (i) Indemnitee’s employment of its own legal counsel 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 such Indemnifiable Claim, (iii) after a Change in Control, Indemnitee’s employment of its counsel has been approved by the Independent counsel, (iv) the use of counsel chosen by the Company to represent the Indemnitee would present such counsel with an actual or potential conflictconflict of interest, (vii) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company or any subsidiary of the Company and the Indemnitee and the Indemnitee shall conclude concludes that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company, Company or any subsidiary of the Company or (viiii) any such representation by such counsel chosen by the Company would be precluded under the applicable standards of professional conduct then prevailing or (vii) the Company shall not in fact have employed counsel to assume the defense of such Indemnifiable Claimprevailing, then the Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Indemnifiable Claim) at the Companys expense. The Company shall not be liable to the Indemnitee under this Agreement for any amounts paid in settlement of any Claim relating to an Indemnifiable Event effected without the Companys prior written consent. The Company shall not, without the prior written consent of the Indemnitee, effect any settlement of any Claim relating to an Indemnifiable Event which the Indemnitee is or could have been a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all Expenses related liability on all claims that are the subject matter of such Claim. Neither the Company nor the Indemnitee shall unreasonably withhold its or his or her consent to such separate counsel shall be borne by any proposed settlement; provided that the CompanyIndemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee.

Defense of Claims. The Company shall be entitled to participate in the defense of any Indemnifiable Claim at its own expense and, except as otherwise provided below, or to the extent the Company so wishes, it may assume the defense thereof thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Company to If Indemnitee of its election to assume the defense of any Indemnifiable Claimbelieves, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred after consultation with counsel selected by Indemnitee in connection with Indemnitee’s defense of such Indemnifiable Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ her own legal counsel in such Indemnifiable Claim, but all Expenses related to such counsel incurred after notice from the Company of is assumption of the defense shall be at Indemnitee’s own expenses; provided, however, that if (i) Indemnitee’s employment of its own legal counsel 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 such Indemnifiable Claim, (iii) after a Change in Control, Indemnitee’s employment of its counsel has been approved by the Independent counsel, (iva) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (vb) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available to him or her Indemnitee that are different from or in addition to those available to the Company, or (vic) any such representation by such counsel chosen by the Company would be precluded under the applicable standards of professional conduct then prevailing or (vii) the Company shall not in fact have employed counsel to assume the defense of such Indemnifiable Claimconduct, 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 Indemnifiable Claim) and all Expenses related to such separate counsel shall be borne by at the Company’s expense. The Company shall not be liable 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. The Company shall not, without the prior written consent of Indemnitee, effect any settlement of any threatened or pending Indemnifiable Claim to which Indemnitee is, or could have been, a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of Indemnitee from all liability on any claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor Indemnitee shall unreasonably withhold its consent to any proposed settlement. Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of Indemnitee.

Defense of Claims. The Company In connection with any claim which may ----------------- give rise to indemnity under this Article IX resulting from or arising out of any claim or Proceeding against an Indemnitee by a Person that is not a party hereto, the Indemnifying Parties may (unless such Indemnitee elects not to seek indemnity hereunder for such claim), upon written notice sent at any time to the relevant Indemnitee, assume the defense of any such claim or Proceeding if all Indemnifying Parties with respect to such claim or Proceeding jointly acknowledge to the Indemnitee the Indemnitee's right to indemnity pursuant hereto in respect of the entirety of such claim (as such claim may have been modified through written agreement of the parties or arbitration hereunder) and provide assurances, reasonably satisfactory to such Indemnitee, that the Indemnifying Parties will be financially able to satisfy such claim in full if such claim or Proceeding is decided adversely. If the Indemnifying Parties assume the defense of any such claim or Proceeding, the Indemnifying Parties shall select counsel reasonably acceptable to such Indemnitee (the parties agree that any Indemnitee shall be precluded from asserting that the firms of Kirkland & Ellis or Gibson, Dunx & Xxxxchex XXX are xxx xeaxxxxbly xxxxxxxble) to conduct the defense of such claim or Proceeding, shall take all steps reasonably necessary in the defense or settlement thereof and shall at all times diligently and promptly pursue theresolution thereof. If the Indemnifying Parties shall have assumed the defense of any claim or Proceeding in accordance with this Section 9.04, the Indemnifying Parties shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any such claim or Proceeding, without the prior written consent of such Indemnitee; provided, however, that the Indemnifying Parties shall pay or cause to be paid all amounts arising out of such settlement or judgment either concurrently with the effectiveness thereof or shall obtain and deliver to such Indemnitees prior to the execution of such settlement a general release executed by the Person not a party hereto, which general release shall release such Indemnitee from any liability in such matter; provided, further, that the Indemnifying Parties shall not be authorized to encumber any of the assets of any Indemnitee or to agree to any restriction that would apply to any Indemnitee or to its conduct of business; and provided, further, that a condition to any such settlement shall be a complete release of such Indemnitee and its Affiliates, officers, employees, consultants and agents with respect to such claim. Such Indemnitee shall be entitled to participate in (but not control) the defense of any Indemnifiable Claim such action, with its own counsel and at its own expense andexpense. Each Indemnitee shall, except as otherwise provided belowand shall cause each of its Affiliates, to officers, employees, consultants and agents to, cooperate fully with the extent the Company so wishes, it may assume Indemnifying Parties in the defense thereof with counsel reasonably satisfactory of any claim or Proceeding being defended by the Indemnifying Parties pursuant to Indemniteethis Section 9.04. After notice from If the Company to Indemnitee of its election to Indemnifying Parties do not assume the defense of any Indemnifiable Claimclaim or Proceeding resulting therefrom in accordance with the terms of this Section 9.04, such Indemnitee may defend against such claim or Proceeding in such manner as it may deem appropriate, including settling such claim or Proceeding after giving notice of the same to the Indemnifying Parties, on such terms as such Indemnitee may deem appropriate. If the Indemnifying Parties seek to question the manner in which such Indemnitee defended such claim or Proceeding or the amount of or nature of any such settlement, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by Indemnitee in connection with Indemnitee’s defense of such Indemnifiable Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee Indemnifying Parties shall have the right burden to employ her own legal counsel in such Indemnifiable Claim, but all Expenses related to such counsel incurred after notice from the Company of is assumption prove by a preponderance of the defense shall be at Indemnitee’s own expenses; provided, however, evidence that if (i) Indemnitee’s employment of its own legal counsel has been authorized by the Company, (ii) such Indemnitee has did not defend such claim or Proceeding in a reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of such Indemnifiable Claim, (iii) after a Change in Control, Indemnitee’s employment of its counsel has been approved by the Independent counsel, (iv) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (v) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company, (vi) any such representation by counsel chosen by the Company would be precluded under the applicable standards of professional conduct then prevailing or (vii) the Company shall not in fact have employed counsel to assume the defense of such Indemnifiable Claim, 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 Indemnifiable Claim) and all Expenses related to such separate counsel shall be borne by the Companyprudent manner.

Defense of Claims. The Company shall be entitled to participate in the defense of any Indemnifiable Claim at its own expense and, except as otherwise provided below, or to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to the Indemnitee. After notice from the Company to ; provided that if Indemnitee of its election to assume the defense of any Indemnifiable Claimdetermines, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred after consultation with counsel selected by Indemnitee in connection with Indemnitee’s defense of such Indemnifiable Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ her own legal counsel in such Indemnifiable Claim, but all Expenses related to such counsel incurred after notice from the Company of is assumption of the defense shall be at Indemnitee’s own expenses; provided, however, that if (i) Indemnitee’s employment of its own legal counsel 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 such Indemnifiable Claim, (iii) after a Change in Control, Indemnitee’s employment of its counsel has been approved by the Independent counsel, (iva) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (vb) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company, (vic) any such representation by such counsel chosen by the Company would be precluded under the applicable standards of professional conduct then prevailing prevailing, or (viid) Indemnitee has interests in the Company shall not claim or underlying subject matter that are different from or in fact have employed counsel addition to assume those of other Persons against whom the defense of such Indemnifiable ClaimClaim has been made or might reasonably be expected to be made, 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 Indemnifiable ClaimClaim for all indemnitees in Indemnitee's circumstances) and all Expenses related to such separate counsel shall be borne by at the Company’s expense. The Company shall not be liable 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. The Company shall not, without the prior written consent of the Indemnitee, effect any settlement of any threatened or pending Indemnifiable Claim which the Indemnitee is or could have been a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all liability on any claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor Indemnitee shall unreasonably withhold its consent to any proposed settlement; provided that Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of Indemnitee.

Defense of Claims. The Company shall be entitled to participate in the defense of any Indemnifiable Claim at its own expense and, except as otherwise provided below, or to the extent the Company so wishes, it may assume the defense thereof thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Company to ; provided that if Indemnitee of its election to assume the defense of any Indemnifiable Claimbelieves, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred after consultation with counsel selected by Indemnitee in connection with Indemnitee’s defense of such Indemnifiable Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ her own legal counsel in such Indemnifiable Claim, but all Expenses related to such counsel incurred after notice from the Company of is assumption of the defense shall be at Indemnitee’s own expenses; provided, however, that if (i) Indemnitee’s employment of its own legal counsel 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 such Indemnifiable Claim, (iii) after a Change in Control, Indemnitee’s employment of its counsel has been approved by the Independent counsel, (iva) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (vb) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company, or (vic) any such representation by such counsel chosen by the Company would be precluded under the applicable standards of professional conduct then prevailing or (vii) the Company shall not in fact have employed counsel to assume the defense of such Indemnifiable Claimprevailing, 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 Indemnifiable Claim) and all Expenses related to such separate counsel shall be borne by at the Company's expense. The Company shall not be liable 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. The Company shall not, without the prior written consent of Indemnitee, effect any settlement of any threatened or pending Indemnifiable Claim which Indemnitee is or could have been a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of Indemnitee from all liability on any claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor Indemnitee shall unreasonably withhold its consent to any proposed settlement; provided that Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of Indemnitee.

Defense of Claims. Whenever any Claim shall arise for indemnification hereunder, the party entitled to indemnification (the “Indemnitee”) shall notify the indemnifying party (the “Indemnitor”) in writing within 30 days after the Indemnitee has actual knowledge that it is entitled to indemnification of such Claim constituting the basis for such Claim (the “Notice of Claim”). The Company Notice of Claim shall specify all facts known to the Indemnitee giving rise to such indemnification claim and the amount or an estimate of the amount of the liability arising therefrom. If the facts giving rise to any such indemnification shall involve any actual, threatened or possible claim or demand by any person against the Indemnitee, the Indemnitor shall be entitled (without prejudice to the right of the Indemnitee to participate in the defense of any Indemnifiable Claim at its expense through co-counsel of its own choosing) to contest or defend such claim at his expense and, except as otherwise provided below, and through counsel of his own choosing if he gives written notice of his intention to do so to the extent Indemnitee within 10 days after receipt of the Company so wishesNotice of Claim; provided that Indemnitor diligently prosecutes or defends such claim. The Indemnitee shall not settle any claim which would give rise to liability on the part of the Indemnitor under the indemnity contained in this Section without the written consent of the Indemnitor, it may assume which consent shall not unreasonably be withheld. If a firm offer is made to settle a claim or litigation defended by the defense thereof with counsel reasonably satisfactory Indemnitee and the Indemnitor refuses to Indemnitee. After accept such offer within 20 days after receipt of written notice from the Company to Indemnitee of its election to assume the defense terms of any Indemnifiable Claimsuch offer, then, in such event, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by Indemnitee in connection with Indemnitee’s defense of such Indemnifiable Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right continue to employ her own legal counsel in contest or defend such Indemnifiable Claim, but all Expenses related to such counsel incurred after notice from the Company of is assumption of the defense claim and shall be at Indemnitee’s own expenses; providedindemnified pursuant to the terms hereof. Provided, however, that if (i) Indemnitee’s employment of its own legal counsel has been authorized by in the Company, (ii) Indemnitee has reasonably determined that there may be event the Indemnitor refuses to accept such offer to settle a conflict of interest between Indemnitee claim as described above and the Company Indemnitee continues to contest or defend such claim, the indemnification provided for herein shall be deemed to include the value of management’s time spent in connection with the defense of such Indemnifiable Claimclaim. If a firm offer is made to settle a claim or litigation and the Indemnitor notifies the Indemnitee in writing that the Indemnitor desires to accept and agree to such settlement, but the Indemnitee elects not to accept or agree to it, the Indemnitee may continue to contest or defend such claim or litigation and. in such event, the total maximum liability of the Indemnitor to indemnify or otherwise reimburse the Indemnitee hereunder with respect to such claim or litigation shall be limited to and shall not exceed the amount of such settlement offer, plus reasonable out-of-pocket costs and expenses (iiiincluding reasonable attorneys’ fees and disbursements) after a Change in Controlto the date of notice that the Indemnitor desires to accept such settlement. Notwithstanding any provision of this Agreement to the contrary, Indemniteeneither Stockholders’ nor Buyer’s employment maximum liability for indemnification shall exceed the Merger Consideration. Notwithstanding any provision of its counsel has been approved this Agreement to the contrary, no claim for indemnification pursuant to this Section 6 by the Independent counselIndemnitee (other than a claim arising under Section 5(b)(iv)) shall be asserted or claimed except for the amount of such Claim in excess of the aggregate, the sum of $__,000 (iv) the use “Stockholders’ Basket”). Any Loss suffered by Buyer for payment of counsel chosen any insurance deductible in connection with any proceedings shall be excluded from the Stockholders’ Basket. All claims for indemnification against the Stockholders shall be satisfied by the Company to represent Indemnitee would present such counsel with an actual or potential conflictStockholders jointly and severally, (v) in cash. In addition and notwithstanding the named parties in preceding sentence, Buyer may at its option satisfy any such Indemnifiable Claim (including unpaid indemnification claim against the Stockholders by reducing the amount of any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company, (vi) any such representation by counsel chosen due but unpaid Escrow Funds by the Company would be precluded under aggregate dollar amount of the applicable standards of professional conduct then prevailing or (vii) the Company shall not in fact have employed counsel to assume the defense of such Indemnifiable Claim, 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 Indemnifiable Claim) and all Expenses related to such separate counsel shall be borne by the Companyunpaid indemnification claim.

Defense of Claims. The Company Lessee or its insurers shall be entitled have the right (in each such case at the Lessee's sole expense) to participate investigate, defend (and control the defense of) any such claim covered by insurance for which indemnification is sought pursuant to this Article 9 (in the defense case of any Indemnifiable Claim at its own expense andsuch defense by the Lessee, except as otherwise provided belowbut not the Lessee's insurers, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to the relevant Indemnitee. After notice from ) and each Indemnitee shall cooperate with the Company to Indemnitee Lessee or its insurers with respect thereto, provided, that, without limiting the right of its election the Lessee's insurers to assume and control the defense of, or to compromise, any such claim, the Lessee shall not be entitled to assume and control the defense of or compromise any Indemnifiable Claimsuch claim (A) during the continuance of any Event of Default arising under Section 14(a) of the Lease, (B) if such Indemnitee reasonably objects to such control on the ground that an actual or potential material conflict of interest exists making it advisable (on the basis of prevailing standards of professional responsibility) for such Indemnitee to be represented by separate counsel or on the grounds that such proceeding involves the potential imposition of criminal liability on such Indemnitee or (C) such proceeding will involve any material risk of the sale, forfeiture or loss of, or the creation of any Lien (other than Permitted Liens) on the Aircraft or the Trust Estate (unless the Lessee posts a bond or other security reasonably acceptable in form and substance to such Indemnitee) or involve any material risk of civil liability to such Indemnitee for which it is not indemnified hereunder and, in any such case, the Company shall not be liable relevant Indemnitee will, in good faith, undertake the defense of such claim at the expense of the Lessee. Subject to the immediately foregoing sentence, where the Lessee or the insurers under a policy of insurance maintained by the Lessee undertake the defense of an Indemnitee under this Agreement with respect to such a claim, no additional legal fees or otherwise for any Expenses subsequently directly incurred by expenses of such Indemnitee in connection with Indemnitee’s defense of such Indemnifiable Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ her own legal counsel in such Indemnifiable Claim, but all Expenses related to such counsel incurred after notice from the Company of is assumption of the defense shall be at Indemnitee’s own expenses; provided, however, that if (i) Indemnitee’s employment of its own legal counsel 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 such Indemnifiable Claim, (iii) after a Change in Control, Indemnitee’s employment claim shall be indemnified hereunder unless the fees or expenses were incurred at the written request of its counsel has been approved by the Independent counsel, (iv) Lessee or such insurers or as the use result of counsel chosen by the Company to represent prohibition of the dual representation of Lessee and the relevant Indemnitee would present such counsel with an actual or potential conflict, (v) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company, (vi) any such representation by counsel chosen by the Company would be precluded under the applicable standards rules of professional legal ethics. Subject to the requirement of any policy of insurance applicable to a claim, an Indemnitee may participate at its own expense at any judicial proceeding controlled by the Lessee or its insurers pursuant to the preceding provisions, to the extent that such party's participation does not, in the opinion of the independent counsel appointed by the Lessee or its insurers to conduct then prevailing or (vii) the Company such proceedings, interfere with such control; and such participation shall not constitute a waiver of the indemnification provided in fact have employed counsel this Section 9.06. No Indemnitee shall enter into any settlement or other compromise with respect to assume any claim described in this Section 9.06 without the defense prior written consent of the Lessee (except during the continuance of an Event of Default arising under Section 14(a) of the Lease), which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified under this Article 9 with respect to such claim. The Lessee shall not enter into any settlement or compromise which the Lessee has not agreed to discharge or with respect to which the Lessee has not agreed to indemnify such Indemnitee to such Indemnitee's satisfaction or which admits any criminal violation, gross negligence or willful misconduct on the part of any Indemnitee without the prior written consent of such Indemnifiable Claim, 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 Indemnifiable Claim) and all Expenses related to such separate counsel shall be borne by the CompanyIndemnitee.