Common use of Defense of Proceeding Clause in Contracts

Defense of Proceeding. With respect to any Proceeding: --------------------- (i) The Company shall be entitled to participate in the Proceeding at its own expense. (ii) Except as otherwise provided below, the Company shall be entitled to assume the defense of such Proceeding, with counsel reasonably satisfactory to the Indemnitee, to the extent that it may wish. After notice from the Company to the Indemnitee of such assumption, during the Company's good faith active defense the Company shall not be liable to the Indemnitee under this Agreement for any Expenses subsequently incurred by Indemnitee in connection with such defense. The Indemnitee shall have the right to employ separate counsel in the Proceeding, but the fees and expenses of such counsel incurred after such assumption shall be at the expense of the Indemnitee, unless (a) such employment has been authorized in writing by the Company, or (b) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of the defense of the Proceeding. (iii) The Company shall not be required to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its prior written consent. If the Indemnitee does not promptly offer to settle a Proceeding on a basis that the Board of Directors has approved, the Company shall not be liable to pay any Expenses incurred thereafter in connection with that Proceeding. (iv) The Company shall not settle any Proceeding which would impose any penalty or limitation on the Indemnitee without the Indemnitee's written consent.

Defense of Proceeding. With respect A. The Indemnitee shall promptly notify the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information, or other document relating to any Proceeding: --------------------- (i) The Proceeding or matter which may be subject to indemnification or advancement of Expenses covered hereunder provided, however, that the failure to give any such notice shall not disqualify Indemnitee from the right, or otherwise affect in any manner any right of Indemnitee, to indemnification or the advance of Expenses under this Agreement unless the Company’s ability to defend in such Proceeding or to obtain proceeds under any insurance policy is prejudiced thereby, and then only to the extent the Company shall be entitled to participate in the Proceeding at its own expenseis thereby actually so prejudiced. (ii) B. Except for Proceedings brought by the Indemnitee pursuant to Article VII or as otherwise provided belowdescribed in Article XI, the Company shall have the right to defend the Indemnitee in any Proceeding which may give rise to indemnification hereunder; provided, however, that the Company shall notify the Indemnitee of any such decision to defend within thirty (30) calendar days following receipt of notice of any such Proceeding under Paragraph 14(A) above, and the counsel selected by the Company shall be entitled reasonably satisfactory to the Indemnitee. The Company shall not, without the prior written consent of the Indemnitee, consent to the entry of any judgment against the Indemnitee or enter into any settlement or compromise which (i) includes an admission of fault of the Indemnitee, (ii) does not include, as an unconditional term thereof, the full release of the Indemnitee from all liability in respect of such Proceeding, or (iii) has the actual effect of extinguishing, limiting or impairing the Indemnitee’s rights hereunder. C. Notwithstanding the provisions of Paragraph 14(B) above, if in a Proceeding to which the Indemnitee is a party by reason of such Indemnitee’s Corporate Status, (i) the Indemnitee reasonably concludes, based upon an opinion of counsel approved by the Company, which approval shall not be unreasonably withheld, that the Indemnitee may have separate defenses or counterclaims to assert with respect to any issue which may not be consistent with other defendants in such Proceeding, (ii) the 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 Indemnitee and the Company, or (iii) the Company fails to assume the defense of such ProceedingProceeding in accordance with this Agreement, with the Indemnitee shall be entitled to be represented by separate legal counsel reasonably satisfactory of the Indemnitee’s choice, subject to the Indemnitee, to the extent that it may wish. After notice from the Company to the Indemnitee prior approval of such assumption, during the Company's good faith active defense the Company , which shall not be liable to the Indemnitee under this Agreement for any Expenses subsequently incurred by Indemnitee in connection with such defense. The Indemnitee shall have the right to employ separate counsel in the Proceedingunreasonably withheld, but the fees and expenses of such counsel incurred after such assumption shall be at the expense of the Indemnitee, unless (a) such employment has been authorized in writing by the Company, or (b) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of the defense of the Proceeding. (iii) The Company shall not be required to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its prior written consent. If the Indemnitee does not promptly offer to settle a Proceeding on a basis that the Board of Directors has approved, the Company shall not be liable to pay any Expenses incurred thereafter in connection with that Proceeding. (iv) The Company shall not settle any Proceeding which would impose any penalty or limitation on the Indemnitee without the Indemnitee's written consent.

Defense of Proceeding. With respect to If any Proceeding: --------------------- (i) The Proceeding asserted or commenced against Indemnitee is also asserted or commenced against the Company or an affiliate of the Company, the Company or the affiliate shall be entitled to participate in the Proceeding at its own expense. (ii) Except entitled, except as otherwise provided herein below, the Company shall be entitled to assume the defense of such Proceeding, with counsel reasonably satisfactory to the Indemnitee, to the extent that it may wishthereof. After notice from the Company or its affiliate to the Indemnitee of its election to assume the defense of any such assumptionProceeding, during Indemnitee shall have the Company's good faith active defense right to employ Indemnitee’s own counsel in such Proceeding, but the Expenses of such counsel incurred after such notice to Indemnitee shall be at the expense of Indemnitee and the Company shall not be liable obligated to the Indemnitee under this Agreement for any Expenses subsequently incurred by Indemnitee in connection with such defense. The Indemnitee shall have the right to employ separate counsel therewith other than reasonable Expenses (not involving fees or expenses of counsel) arising out of Indemnitee’s participation in the Proceeding, but the fees and expenses defense of such counsel incurred after such assumption shall be at the expense of the IndemniteeProceeding, unless (ai) such employment has been authorized in writing otherwise notified by the Company, or (bii) the Indemnitee Indemnitee’s counsel shall have reasonably concluded and so notified the Company that there may be is a conflict of interest between the Company or its affiliate and the Indemnitee in the conduct of defense of such Proceeding, or (iii) the Company or its affiliate shall not in fact have employed counsel to assume the defense of such Proceeding, in any of which cases the Proceeding. (iii) Expenses of Indemnitee in such Proceeding shall be reimbursed or paid by the Company. The Company or its affiliate shall not be required entitled to indemnify assume the Indemnitee under this Agreement for any amounts paid in settlement defense of any Proceeding effected without its prior written consent. If the Indemnitee does not promptly offer to settle a Proceeding brought by or on a basis that the Board behalf of Directors has approved, the Company by its stockholders or as to which Indemnitee’s counsel shall not be liable to pay any Expenses incurred thereafter have made the conclusion set forth in connection with that Proceedingclause (ii) of the preceding sentence of this Section 8. (iv) The Company shall not settle any Proceeding which would impose any penalty or limitation on the Indemnitee without the Indemnitee's written consent.

Defense of Proceeding. With respect to any Proceeding: ---------------------: (i) The the Company shall be entitled to participate in the Proceeding at its own expense.; and (ii) Except except as otherwise provided below, the Company shall be entitled to assume the defense of such Proceeding, with counsel reasonably satisfactory to the Indemnitee, Proceeding to the extent that it may wish. After notice from the Company to the Indemnitee of such assumption, during the Company's good faith active defense the Company shall not be liable to the Indemnitee under this Agreement for any Expenses subsequently incurred by Indemnitee in connection with such defense. The Indemnitee shall have the right to employ separate counsel in the Proceeding, but the fees and expenses of such counsel incurred after such assumption shall be at the expense of the Indemnitee, unless (a) such employment has been authorized in writing by the Company, or (b) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of the defense of the Proceeding. (iii) . The Company shall not be required to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its prior written consent. If the Indemnitee does not promptly offer to settle a Proceeding on a basis that the Board of Directors has approved, the Company shall not be liable to pay any Expenses incurred thereafter in connection with that Proceeding. (iv) The Company shall not settle any Proceeding which would impose any penalty or limitation on the Indemnitee without the Indemnitee's written consent.

Defense of Proceeding. With respect (a) An Indemnitee shall give prompt written notice to any Proceeding: --------------------- (i) The Company shall be entitled to participate in the Proceeding at its own expense. (ii) Except as otherwise provided below, the Company of the commencement, assertion or threat of any Proceeding in respect of which such Indemnitee shall be entitled seek defense or indemnification hereunder. Any failure to assume the defense of such Proceeding, with counsel reasonably satisfactory to the Indemnitee, to the extent that it may wish. After notice from the Company to the Indemnitee of such assumption, during the Company's good faith active defense so notify the Company shall not be liable relieve the Company from any liability that it may have to the such Indemnitee under this Agreement for any Expenses subsequently incurred by Indemnitee in connection with unless the failure to give such defense. notice materially and adversely prejudices the Company. (b) The Indemnitee Company shall have the right to employ separate counsel in assume control of the defense, settlement or other disposition of such Proceeding on such terms, as it deems appropriate; provided, however: (i) If the Company so elects to assume the control of the defense, settlement or other disposition of such Proceeding, but it will notify the fees and expenses of such counsel incurred after such assumption Indemnitee reasonably promptly so as to avoid any material adverse prejudice to the Indemnitee; (ii) The Indemnitee shall be entitled, at the expense of the Indemnitee’s own expense, unless (a) such employment has been authorized to participate in writing by the Company, or (b) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of the defense of the any Proceeding.; (iii) The Company shall not be required to indemnify obtain the Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its prior written consent. If approval of the Indemnitee does not promptly offer to settle a Proceeding on a basis that the Board of Directors has approvedIndemnitee, the Company which approval shall not be liable unreasonably withheld or delayed, before entering into or making any settlement, compromise, admission, or acknowledgment of the validity of such Proceeding or any liability in respect thereof if, pursuant to pay any Expenses incurred thereafter in connection with that Proceeding.or as a result of such settlement, compromise, admission, or acknowledgment, injunctive or other equitable relief would be imposed against the Indemnitee; (iv) The Company shall not settle consent to the entry of any judgment or enter into any settlement with or involving any claimant or plaintiff that does not include as an unconditional term thereof the execution and delivery of a release from all liability in respect of such Proceeding by such claimant or plaintiff to, and in favor of, each of the Indemnitees; and (v) The parties hereto shall extend reasonable cooperation in connection with the defense of any Proceeding which would impose any penalty pursuant to this and, in connection therewith, shall furnish such records, information, and testimony and attend such conferences, discovery proceedings, hearings, trials, and appeals as may be reasonably requested. (c) In the event the Company elects not to assume control of the defense, settlement or limitation on other disposition of such Proceeding, (i) the Company shall make payments of all amounts required to be made pursuant to the provisions of this Article 10 to or for the account of the Indemnitee without from time to time promptly upon receipt of bills or invoices relating thereto or when otherwise due and payable; provided, however, that the Indemnitee's Indemnitee has agreed in writing to reimburse the Company for the full amount of such payments if the Indemnitee is ultimately determined not to be entitled to such indemnification, (ii) Indemnitee shall obtain the prior written consentapproval of the Company before entering into or making any settlement, compromise, admission, or acknowledgment of the validity of such Proceeding or any liability in respect thereof; and (iii) the parties hereto shall extend reasonable cooperation in connection with the defense of any Proceeding pursuant to this and, in connection therewith, shall furnish such records, information, and testimony and attend such conferences, discovery proceedings, hearings, trials, and appeals as may be reasonably requested.

Defense of Proceeding. With respect (a) An Indemnitee shall give prompt written Notice to any Proceeding: --------------------- (i) The Company shall be entitled to participate in the Proceeding at its own expense. (ii) Except as otherwise provided below, the Company of the commencement, assertion or threat of any Proceeding in respect of which such Indemnitee shall be entitled seek defense or indemnification hereunder. Any failure to assume the defense of such Proceeding, with counsel reasonably satisfactory to the Indemnitee, to the extent that it may wish. After notice from the Company to the Indemnitee of such assumption, during the Company's good faith active defense so notify the Company shall not be liable relieve the Company from any liability that it may have to the such Indemnitee under this Agreement for any Expenses subsequently incurred by Indemnitee in connection with unless the failure to give such defense. Notice materially and adversely prejudices the Company. (b) The Indemnitee Company shall have the right to employ separate counsel in assume control of the defense, settlement or other disposition of such Proceeding on such terms, as it deems appropriate; provided, however: (i) If the Company so elects to assume the control of the defense, settlement or other disposition of such Proceeding, but it will notify the fees and expenses of such counsel incurred after such assumption Indemnitee reasonably promptly so as to avoid any material adverse prejudice to the Indemnitee; (ii) The Indemnitee shall be entitled, at the expense of the Indemnitee’s own expense, unless (a) such employment has been authorized to participate in writing by the Company, or (b) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of the defense of the any Proceeding.; (iii) The Company shall not be required to indemnify obtain the Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its prior written consent. If approval of the Indemnitee does not promptly offer to settle a Proceeding on a basis that the Board of Directors has approvedIndemnitee, the Company which approval shall not be liable unreasonably withheld or delayed, before entering into or making any settlement, compromise, admission, or acknowledgment of the validity of such Proceeding or any liability in respect thereof if, pursuant to pay any Expenses incurred thereafter in connection with that Proceeding.or as a result of such settlement, compromise, admission, or acknowledgment, injunctive or other equitable relief would be imposed against the Indemnitee; (iv) The Company shall not settle consent to the entry of any judgment or enter into any settlement with or involving any claimant or plaintiff that does not include as an unconditional term thereof the execution and delivery of a release from all liability in respect of such Proceeding by such claimant or plaintiff to, and in favor of, each of the Indemnitees; and (v) The parties hereto shall extend reasonable cooperation in connection with the defense of any Proceeding which would impose any penalty pursuant to this and, in connection therewith, shall furnish such records, information, and testimony and attend such conferences, discovery proceedings, hearings, trials, and appeals as may be reasonably requested. (c) In the event the Company elects not to assume control of the defense, settlement or limitation on other disposition of such Proceeding, (i) the Company shall make payments of all amounts required to be made pursuant to the provisions of this ARTICLE X to or for the account of the Indemnitee without from time to time promptly upon receipt of bills or invoices relating thereto or when otherwise due and payable, provided, that the Indemnitee's Indemnitee has agreed in writing to reimburse the Company for the full amount of such payments if the Indemnitee is ultimately determined not to be entitled to such indemnification, (ii) Indemnitee shall obtain the prior written consentapproval of the Company before entering into or making any settlement, compromise, admission, or acknowledgment of the validity of such Proceeding or any liability in respect thereof, and (iii) the parties hereto shall extend reasonable cooperation in connection with the defense of any Proceeding pursuant to this and, in connection therewith, shall furnish such records, information, and testimony and attend such conferences, discovery proceedings, hearings, trials, and appeals as may be reasonably requested.

Defense of Proceeding. With respect to any Proceeding: --------------------- (i) The the Company shall be entitled to participate in the Proceeding at its own expense.; and (ii) Except except as otherwise provided below, the Company shall be entitled to assume the defense of such Proceeding, with counsel reasonably satisfactory to the Indemnitee, Proceeding to the extent that it may wish. After notice from the Company to the Indemnitee of such assumption, during the Company's good faith active defense the Company shall not be liable to the Indemnitee under this Agreement for any Expenses subsequently incurred by Indemnitee in connection with such defense. The Indemnitee shall have the right to employ separate counsel in the Proceeding, but the fees and expenses of such counsel incurred after such assumption shall be at the expense of the Indemnitee, unless (a) such employment has been authorized in writing by the Company, or (b) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of the defense of the Proceeding. (iii) The Company shall not be required to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its prior written consent. If the Indemnitee does not promptly offer to settle a Proceeding on a basis that the Board of Directors has approved, the Company shall not be liable to pay any Expenses incurred thereafter in connection with that Proceeding. (iv) The Company shall not settle any Proceeding which would impose any penalty or limitation on the Indemnitee without the Indemnitee's written consent.

Defense of Proceeding. The Indemnitee shall be entitled to select his or her own counsel subject to the reasonable consent of the Corporation and such counsel shall be paid directly by the Corporation. With respect to any Proceeding: ---------------------such proceeding: (ia) The Company Corporation shall be entitled to participate in the Proceeding therein at its own expense. (iib) Except as otherwise provided below, to the Company extent that it may wish, the Corporation jointly with any other indemnifying party shall be entitled to assume the defense of such Proceedingthereof, with counsel reasonably satisfactory to the Indemnitee, to the extent that it may wish. After notice from the Company Corporation to the Indemnitee of such assumptionits election so to assume the defense thereof, during the Company's good faith active defense the Company shall Corporation will not be liable to the Indemnitee under this Agreement for any Expenses legal or other expenses subsequently incurred by the Indemnitee in connection with such defensethe defense thereof other than reasonable costs of investigation and all other costs for which the Corporation is liable hereunder. The Indemnitee shall have the right to employ separate its own counsel in the Proceedingsuch proceeding, but the fees and expenses of such counsel incurred after such notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee, Indemnitee unless (a1) such the employment of counsel by the Indemnitee has been authorized in writing by the CompanyCorporation, or (b2) the Indemnitee shall have reasonably concluded concluded, based on the advice of counsel, that there may be a conflict of interest between the Company Corporation and the Indemnitee in the conduct of the defense of such action, or (3) the ProceedingCorporation shall not in fact have employed counsel to assume the defense of such action within a reasonable time, in each of which cases the fees and expenses of counsel shall be at the expense of the Corporation. The Corporation shall not be entitled to assume the defense of any proceeding as to which the Indemnitee, based on the advice of counsel, shall have made the conclusion provided for in (2) above. (iiic) The Company Corporation shall not be required liable to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding proceeding effected without its prior written consent. If the Indemnitee does not promptly offer to settle a Proceeding on a basis that the Board of Directors has approved, the Company shall not be liable to pay any Expenses incurred thereafter in connection with that Proceeding. (iv) The Company Corporation shall not settle any Proceeding which action or claim in any manner that would impose any expense, penalty or limitation on the Indemnitee without the Indemnitee's ’s written consent. Neither the Corporation nor the Indemnitee shall unreasonably withhold their consent to any proposed settlement.

Defense of Proceeding. With respect Within thirty (30) calendar days after the receipt by the Company of a notice from the Indemnitee pursuant to any Section 4(a) hereof of the commencement of a Proceeding: --------------------- (i) The Company shall be entitled to participate in the Proceeding at its own expense. (ii) Except as otherwise provided below, the Company shall be entitled may elect by written notice to the Indemnitee to assume the defense of such Proceeding, with counsel selected by the Company and reasonably satisfactory to the Indemnitee, to the extent that it may wish. After notice from the approval of any such counsel by the Indemnitee, the Company to the Indemnitee of such assumption, during the Company's good faith active defense the Company shall will not be liable to the Indemnitee under this Agreement for any Expenses subsequently fees or disbursements of any other counsel incurred by the Indemnitee in connection with such defense. The Proceeding; provided, however, that (i) the Indemnitee shall have the continued right to employ separate other counsel in the Proceeding, but the fees and expenses of such counsel incurred after such assumption shall be at the expense of the Indemnitee, unless Indemnitee and (aii) the Company shall pay the fees and disbursements of such employment has been authorized in writing other counsel selected by the Company, or (b) Indemnitee in the event that the Indemnitee shall have at any time during the course of such Proceeding reasonably concluded concludes that there may be a conflict of interest between the Company and the Indemnitee in the conduct of the defense of such Proceeding between the Proceeding. (iii) The Indemnitee and any other party represented by the counsel selected by the Company. If the Company shall not be required have elected to indemnify assume the Indemnitee under this Agreement for any amounts paid in settlement defense of any Proceeding effected without its prior written consent. If the Indemnitee does not promptly offer to settle a Proceeding on a basis that the Board of Directors has approvedsuch Proceeding, the Company shall not be liable deemed to pay have waived any Expenses incurred thereafter in connection with that Proceedingright it might otherwise have to assume such defense. (iv) The Company shall not settle any Proceeding which would impose any penalty or limitation on the Indemnitee without the Indemnitee's written consent.

Defense of Proceeding. With respect Within thirty (30) calendar days after the receipt by the Company of a notice from the Indemnitee pursuant to any Section 4(a) hereof of the commencement of a Proceeding: --------------------- (i) The Company shall be entitled to participate in the Proceeding at its own expense. (ii) Except as otherwise provided below, the Company shall be entitled may elect by written notice to the Indemnitee to assume the defense of such Proceeding, with counsel selected by the Company and reasonably satisfactory to the Indemnitee, to the extent that it may wish. After notice from the Company to approval of any such counsel by the Indemnitee of such assumptionIndemnitee, during the Company's good faith active defense the Company shall not be liable to the Indemnitee under this Agreement for any Expenses fees or disbursements of any other counsel subsequently incurred by the Indemnitee in connection with such defense. The Proceeding; provided, however, that (i) the Indemnitee shall have the continued right to employ separate other counsel in the Proceeding, but the fees and expenses of such counsel incurred after such assumption shall be at the expense of the Indemnitee, unless Indemnitee and (aii) the Company shall pay the fees and disbursements of such employment has been authorized in writing other counsel selected by the Company, or (b) Indemnitee in the event that the Indemnitee shall have at any time during the course of such Proceeding, based on the advice of his or her counsel, reasonably concluded concludes (with written notice given to the Company setting forth the basis for such conclusion) that there may be a conflict of interest between the Company and the Indemnitee in the conduct of the defense of such Proceeding between the Proceeding. (iii) The Indemnitee and any other party represented by the counsel selected by the Company. If the Company shall not be required have elected to indemnify assume the Indemnitee under this Agreement for any amounts paid in settlement defense of any Proceeding effected without its prior written consent. If the Indemnitee does not promptly offer to settle a Proceeding on a basis that the Board of Directors has approvedsuch Proceeding, the Company shall not be liable deemed to pay have waived any Expenses incurred thereafter in connection with that Proceedingright it might otherwise have to assume such defense. (iv) The Company shall not settle any Proceeding which would impose any penalty or limitation on the Indemnitee without the Indemnitee's written consent.

Defense of Proceeding. The Indemnitee shall be entitled to select his or her own counsel subject to the reasonable consent of the Corporation and such counsel shall be paid directly by the Corporation. With respect to any Proceeding: ---------------------such proceeding: (ia) The Company Corporation shall be entitled to participate in the Proceeding therein at its own expense. (iib) Except as otherwise provided below, to the Company extent that it may wish, the Corporation jointly with any other indemnifying party shall be entitled to assume the defense of such Proceedingthereof, with counsel reasonably satisfactory to the Indemnitee, to the extent that it may wish. After notice from the Company Corporation to the Indemnitee of such assumptionits election so to assume the defense thereof, during the Company's good faith active defense the Company shall Corporation will not be liable to the Indemnitee under this Agreement for any Expenses legal or other expenses subsequently incurred by the Indemnitee in connection with such defensethe defense thereof other than reasonable costs of investigation and all other costs for which the Corporation is liable hereunder. The Indemnitee shall have the right to employ separate its own counsel in the Proceeding, such proceeding but the fees and expenses of such counsel incurred after such notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee, Indemnitee unless (a1) such the employment of counsel by the Indemnitee has been authorized in writing by the CompanyCorporation, or (b2) the Indemnitee shall have reasonably concluded concluded, based on the advice of counsel, that there may be a conflict of interest between the Company Corporation and the Indemnitee in the conduct of the defense of such action, or (3) the ProceedingCorporation shall not in fact have employed counsel to assume the defense of such action within a reasonable time, in each of which cases the fees and expenses of counsel shall be at the expense of the Corporation. The Corporation shall not be entitled to assume the defense of any proceeding as to which the Indemnitee, based on the advice of counsel, shall have made the conclusion provided for in (2) above. (iiic) The Company Corporation shall not be required liable to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding proceeding effected without its prior written consent. If the Indemnitee does not promptly offer to settle a Proceeding on a basis that the Board of Directors has approved, the Company shall not be liable to pay any Expenses incurred thereafter in connection with that Proceeding. (iv) The Company Corporation shall not settle any Proceeding which action or claim in any manner that would impose any expense, penalty or limitation on the Indemnitee without the Indemnitee's written consent. Neither the Corporation nor the Indemnitee shall unreasonably withhold their consent to any proposed settlement.

Defense of Proceeding. With respect In the event the Company will be requested by Indemnitee to pay the Expenses of any Proceeding: --------------------- (i) The , the Company shall will be entitled to participate in the Proceeding at its own expense. (ii) Except defense of such Proceeding, and, except as otherwise provided belowset forth in this Section 6(b), the Company shall be entitled to assume the defense of such Proceeding, with counsel reasonably satisfactory acceptable to Indemnitee. Upon assumption of the Indemnitee, to the extent that it may wish. After notice from defense by the Company to and the Indemnitee retention of such assumption, during counsel by the Company's good faith active defense , the Company shall will not be liable to the Indemnitee under this Agreement for any Expenses subsequently directly incurred by Indemnitee in connection with such defense. The respect to the same Proceeding other than reasonable costs of investigation or as otherwise provided below, provided that Indemnitee shall will have the right to employ separate counsel in such Proceeding at Indemnitee’s sole cost and expense. Notwithstanding the Proceedingforegoing, but if Indemnitee’s counsel delivers a written notice to the fees and expenses of Company stating that such counsel incurred after such assumption shall be at the expense of the Indemnitee, unless (a) such employment has been authorized in writing by the Company, or (b) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense or the Company will not, in fact, have employed counsel or otherwise actively pursued the defense of such Proceeding within a reasonable time, then in any such event the Proceeding. fees and expenses of Indemnitee’s counsel to defend such Proceeding (iii) The Company shall but not be required to indemnify the Indemnitee under this Agreement for any amounts paid more than one law firm plus, if applicable, local counsel in settlement respect of any Proceeding effected without its prior written consentsuch Proceeding) will be subject to the indemnification and advancement of Expenses provisions of this Agreement. If the Indemnitee does not promptly offer to settle a Proceeding on a basis that the Board of Directors has approvedIn addition, the Company shall will not be liable entitled to pay assume the defense of any Expenses incurred thereafter action, suit or proceeding brought by or on behalf of the Company or as to which Indemnitee will have initiated in connection accordance with that ProceedingSection 3(c). (iv) The Company shall not settle any Proceeding which would impose any penalty or limitation on the Indemnitee without the Indemnitee's written consent.

Defense of Proceeding. With respect to If any Proceeding: --------------------- (i) The Proceeding asserted or commenced against Indemnitee is also asserted or commenced against the Company or an affiliate of the Company, the Company or the affiliate shall be entitled to participate in the Proceeding at its own expense. (ii) Except entitled, except as otherwise provided herein below, the Company shall be entitled to assume the defense of such Proceeding, with counsel reasonably satisfactory to the Indemnitee, to the extent that it may wishthereof. After notice from the Company or its affiliate to the Indemnitee of its election to assume the defense of any such assumptionProceeding, during Indemnitee shall have the Company's good faith active defense right to employ Indemnitee’s own counsel in such Proceeding, but the Expenses of such counsel incurred after such notice to Indemnitee shall be at the expense of Indemnitee and the Company shall not be liable obligated to the Indemnitee under this Agreement for any Expenses subsequently incurred by Indemnitee in connection with such defense. The Indemnitee shall have the right to employ separate counsel therewith other than reasonable Expenses (not involving fees or expenses of counsel) arising out of Indemnitee’s participation in the Proceeding, but the fees and expenses defense of such counsel incurred after such assumption shall be at the expense of the IndemniteeProceeding, unless (ai) such employment has been authorized in writing otherwise notified by the Company, or (bii) the Indemnitee Indemnitee’s counsel shall have reasonably concluded and so notified the Company that there may be is a conflict of interest between the Company or its affiliate and the Indemnitee in the conduct of defense of such Proceeding, or (iii) the Company or its affiliate shall not in fact have employed counsel to assume the defense of such Proceeding, in any of which cases the Proceeding. (iii) Expenses of Indemnitee in such Proceeding shall be reimbursed or paid by the Company. The Company or its affiliate shall not be required entitled to indemnify assume the Indemnitee under this Agreement for any amounts paid in settlement defense of any Proceeding effected without its prior written consent. If the Indemnitee does not promptly offer to settle a Proceeding brought by or on a basis that the Board behalf of Directors has approved, the Company by its stockholders or as to which Indemnitee’s counsel shall not be liable to pay any Expenses incurred thereafter have made the conclusion set forth in connection with that Proceedingclause (ii) of the preceding sentence of this Section 9. (iv) The Company shall not settle any Proceeding which would impose any penalty or limitation on the Indemnitee without the Indemnitee's written consent.

Defense of Proceeding. With respect to any Proceeding: ------------------------------------------- (i) The Company shall be entitled to participate in the Proceeding at its own expense. (ii) Except as otherwise provided below, the Company shall be entitled to assume the defense of such Proceeding, with counsel reasonably satisfactory to the Indemnitee, to the extent that it may wish. After notice from the Company to the Indemnitee of such assumption, during the Company's good faith active defense the Company shall not be liable to the Indemnitee under this Agreement for any Expenses subsequently incurred by Indemnitee in connection with such defense. The Indemnitee shall have the right to employ separate counsel in the Proceeding, but the fees and expenses of such counsel incurred after such assumption shall be at the expense of the Indemnitee, unless (a) such employment has been authorized in writing by the Company, or (b) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of the defense of the Proceeding. (iii) The Company shall not be required to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its prior written consent. If the Indemnitee does not promptly offer to settle a Proceeding on a basis that the Board of Directors has approved, the Company shall not be liable to pay any Expenses incurred thereafter in connection with that Proceeding. (iv) The Company shall not settle any Proceeding which would impose any penalty or limitation on the Indemnitee without the Indemnitee's written consent.