Common use of Defense Clause in Contracts

Defense. In the event the Company shall be obligated to pay the expenses of any proceeding against the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by the Indemnitee, upon the delivery to the Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that (i) the Indemnitee shall have the right to employ the Indemnitee’s counsel in any such proceeding at the Indemnitee’s expense; and (ii) if (A) the employment of counsel by the Indemnitee has been previously authorized by the Company, (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 (C) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of the Indemnitee’s counsel shall be at the expense of the Company. The Company agrees, to the extent allowed by law, to allocate all defense expenses, incurred jointly with Indemnitee, solely to the defense of the Company.

Defense. In the event the Company shall be obligated to pay the expenses Expenses of any proceeding Proceeding against the Indemnitee, the Company, if appropriate, Company shall be entitled to assume the defense of such proceedingProceeding, with counsel selected by the Company and approved by the IndemniteeIndemnitee (which approval shall not be unreasonably withheld), upon the delivery to the Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceedingProceeding, provided that (i) the Indemnitee shall have the right to employ the Indemnitee’s his or her own counsel in any such proceeding Proceeding at the Indemnitee’s expense; and (ii) the Indemnitee shall have the right to employ his or her own counsel in any such Proceeding at the Company’s expense if (A) the Company has authorized the employment of counsel by the Indemnitee has been previously authorized by at the expense of the Company, (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 (C) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of the Indemnitee’s counsel shall be at the expense of the Company. The Company agrees, to the extent allowed by law, to allocate all defense expenses, incurred jointly with Indemnitee, solely to the defense of the CompanyProceeding.

Defense. In the event the Company shall be obligated to pay advance the expenses of for any proceeding against the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by the IndemniteeIndemnitee (which approval shall not be unreasonably withheld), upon the delivery to the Indemnitee of written notice of its election so to dodo so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that (ia) the Indemnitee shall have the right to employ the Indemnitee’s 's own counsel in any such proceeding at the Indemnitee’s 's expense; (b) the Indemnitee shall have the right to employ the Indemnitee's own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice, and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (iic) if (Ai) the employment of counsel by the Indemnitee has been previously authorized by the Company, (Bii) 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 (Ciii) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of the Indemnitee’s 's counsel shall be at the expense of the Company. The Company agrees, to the extent allowed by law, to allocate all defense expenses, incurred jointly with Indemnitee, solely to the defense of the Company.

Defense. In the event the Company shall be obligated to pay the expenses of any proceeding against the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by reasonably acceptable to the Indemnitee, upon the delivery to the Indemnitee of written notice of its election so to do. After delivery of such notice, approval acceptance of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that (i) the Indemnitee shall have the right to employ the Indemnitee’s his or her counsel in any such proceeding at the Indemnitee’s expense; and (ii) if (A) the employment of counsel by the Indemnitee has been previously authorized by the Company, (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 (C) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of the Indemnitee’s counsel shall be at the expense of the Company. The Company agrees, to the extent allowed by law, to allocate all defense expenses, incurred jointly with Indemnitee, solely to the defense of the Company.

Defense. In the event the Company shall be obligated to pay the expenses reasonable Expenses of any proceeding Proceeding against the Indemnitee, the Company, if appropriate, Company shall be entitled to assume the defense of such proceedingProceeding, with counsel selected by the Company and approved by the IndemniteeIndemnitee (which approval shall not be unreasonably withheld), upon the delivery to the Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceedingProceeding, provided that (i) the Indemnitee shall have the right to employ the Indemnitee’s his or her own counsel in any such proceeding Proceeding at the Indemnitee’s expense; and (ii) the Indemnitee shall have the right to employ his or her own counsel in any such Proceeding at the Company’s expense if (A) the Company has authorized the employment of counsel by the Indemnitee has been previously authorized by at the expense of the Company, (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 (C) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of the Indemnitee’s counsel shall be at the expense of the Company. The Company agrees, to the extent allowed by law, to allocate all defense expenses, incurred jointly with Indemnitee, solely to the defense of the CompanyProceeding.

Defense. In the event the Company shall be obligated to pay the expenses of any proceeding against the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by the Indemnitee, upon the delivery to the Indemnitee of written notice of its election so to dodo so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding; provided, provided that (i) the Indemnitee shall have the right to employ the Indemnitee’s his or her counsel in any such proceeding at the Indemnitee’s expense; 's expense and (ii) if (A) the employment of counsel by the Indemnitee has been previously authorized by the Company, (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, defense or (C) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of the Indemnitee’s 's counsel shall be at the expense of the Company. The Company agrees, to the extent allowed by law, to allocate all defense expenses, incurred jointly with Indemnitee, solely to the defense of the Company.

Defense. In the event the Company shall be obligated to pay the expenses of any proceeding against the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by the Indemnitee in Indemnitee’s reasonable discretion, upon the delivery to the Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that (i) the Indemnitee shall have the right to employ the Indemnitee’s counsel in any such proceeding at the Indemnitee’s expense; and (ii) if (A) the employment of counsel by the Indemnitee has been previously authorized by the Company, (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 (C) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of the Indemnitee’s counsel shall be at the expense of the Company. The Company agrees, to the extent allowed by law, to allocate all defense expenses, incurred jointly with Indemnitee, solely to the defense of the Company.

Defense. In the event the Company shall be obligated to pay the expenses of any proceeding against the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel reasonably approved by the Indemnitee, upon the delivery to the Indemnitee of written notice of its election so to do. The Company shall not, without the prior written consent of the Indemnitee, effect any settlement of any such proceeding 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 proceeding. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that (i) the Indemnitee shall have the right to employ the Indemnitee’s counsel in any such proceeding at the Indemnitee’s expense; and (ii) if (A) the employment of counsel by the Indemnitee has been previously authorized by the Company, (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 (C) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of the Indemnitee’s counsel shall be at the expense of the Company. The Company agrees, to the extent allowed by law, to allocate all defense expenses, incurred jointly with Indemnitee, solely to the defense of the Company.

Defense. In the event the Company shall be obligated to pay the expenses of any proceeding against the Indemnitee, the CompanyCompany (or, if applicable, the relevant subsidiary), if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by the Indemnitee, upon the delivery to the Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that (i) the Indemnitee shall have the right to employ the Indemnitee’s counsel in any such proceeding at the Indemnitee’s expense; and (ii) if (A) the employment of counsel by the Indemnitee has been previously authorized by the Company, (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 (C) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of the Indemnitee’s counsel shall be at the expense of the Company. The Company agrees, to the extent allowed by law, to allocate all defense expenses, incurred jointly with the Indemnitee, solely to the defense of the Company.

Defense. In the event the Company shall be obligated to pay the expenses Expenses of any proceeding Proceeding against the Indemnitee, the Company, if appropriate, Company shall be entitled to assume the defense of such proceedingProceeding, with counsel selected by the Company and approved by the IndemniteeIndemnitee (which approval shall not be unreasonably withheld), upon the delivery to the Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceedingProceeding, provided that (i) the Indemnitee shall have the right to employ the Indemnitee’s his or her own counsel in any such proceeding Proceeding at the Indemnitee’s expense; and (ii) if the Indemnitee shall have the right to employ his or her own counsel in any such Proceeding at the Company’s expense if (A) the Company has authorized the employment of counsel by the Indemnitee has been previously authorized by at the expense of the Company, (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 (C) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of the Indemnitee’s counsel shall be at the expense of the Company. The Company agrees, to the extent allowed by law, to allocate all defense expenses, incurred jointly with Indemnitee, solely to the defense of the CompanyProceeding.

Defense. In the event the Company shall be obligated to pay the expenses Expenses of any proceeding Proceeding against the Indemnitee, the Company, if appropriate, Indemnitee shall be entitled to assume the defense of such proceedingProceeding, with counsel selected by the Indemnitee and approved by the IndemniteeCompany (which approval shall not be unreasonably withheld), upon the delivery to the Indemnitee Company of written notice of its election so to do. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the CompanyIndemnitee, the Company will not be liable to reimburse the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceedingProceeding, provided that (i) the Company shall have the right to employ its own counsel in any such Proceeding at the Company’s expense. In the event that the Indemnitee does not assume the defense of such Proceeding, the Indemnitee shall have the right to employ the Indemnitee’s his or her own counsel in any such proceeding Proceeding at the IndemniteeCompany’s expense; and (ii) expense if (A) the Company has authorized the employment of counsel by the Indemnitee has been previously authorized by at the expense of the Company, (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, (C) after a Change in Control not approved by a majority of the members of the Board who were directors immediately prior to such Change in Control, the employment of counsel by Indemnitee has been approved by Independent Counsel, or (CD) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of the Indemnitee’s counsel shall be at the expense of the Company. The Company agrees, to the extent allowed by law, to allocate all defense expenses, incurred jointly with Indemnitee, solely to the defense of the CompanyProceeding.

Defense. In the event the Company shall reasonably determines that it may be obligated to pay the expenses of any proceeding against the Indemnitee, the Company, if appropriate, Company shall be entitled to assume the defense of such proceeding, with counsel approved by the Indemnitee, upon the delivery to the Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that (i) the Indemnitee shall have the right to employ the Indemnitee’s his or her counsel in any such proceeding at the Indemnitee’s expense; and (ii) if (A) the employment of counsel by the Indemnitee has been previously authorized by the Company, (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 (C) the Company shall not, in fact, have employed counsel to assume the defense of such proceedingproceeding in a timely manner, then the fees and expenses of the Indemnitee’s counsel shall be at the expense of the Company. The Company agrees, to the extent allowed by law, to allocate all defense expenses, incurred jointly with Indemnitee, solely to the defense of the Company.

Defense. In the event If the Company shall be obligated to pay the expenses Expenses of any proceeding Proceeding against the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceedingProceeding, with counsel approved by the IndemniteeIndemnitee (which approval shall not be unreasonably withheld), upon the delivery to the Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceedingProceeding, provided that that: (i) the Indemnitee shall have the right to employ the Indemnitee’s his or her counsel in any such proceeding Proceeding at the Indemnitee’s 's expense; and (ii) if (A) the employment of counsel by the Indemnitee has been previously authorized by the Company, (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 (C) the Company shall not, in fact, have employed counsel to assume the defense of such proceedingProceeding, then the fees and expenses Expenses of the Indemnitee’s 's counsel shall be at the expense of the Company. The Company agrees, to the extent allowed by law, to allocate all defense expenses, incurred jointly with Indemnitee, solely to the defense of the Company.

Defense. In the event that the Company shall be obligated to pay the expenses of Indemnitee’s reasonable Expenses related to any proceeding against the IndemniteeProceeding, the Company, if appropriate, Company shall be entitled to assume the defense of such proceedingProceeding, with counsel selected by the Company and approved by the IndemniteeIndemnitee (which approval shall not be unreasonably withheld), upon the delivery to the Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, Proceeding; provided that (i) the Indemnitee shall have the right to employ the Indemnitee’s his or her own separate counsel in any such proceeding Proceeding at the Indemnitee’s expense; , and (ii) the Indemnitee shall have the right to employ his or her own separate counsel in any such Proceeding at the Company’s expense if (A) the Company has authorized the employment of counsel by the Indemnitee has been previously authorized by at the expense of the Company, (B) the Indemnitee shall have reasonably concluded that there may be a conflict of interest on any significant issue between the Company and the Indemnitee in the conduct of any such defense, or (C) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of the Indemnitee’s counsel shall be at the expense of the Company. The Company agrees, to the extent allowed by law, to allocate all defense expenses, incurred jointly with Indemnitee, solely to the defense of the CompanyProceeding.

Defense. In the event the Company shall be obligated to pay the expenses of any proceeding against the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by the Indemnitee in Indemnitee's reasonable discretion, upon the delivery to the Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that (i) the Indemnitee shall have the right to employ the Indemnitee’s counsel in any such proceeding at the Indemnitee’s 's expense; and (ii) if (A) the employment of counsel by the Indemnitee has been previously authorized by the Company, (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 (C) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of the Indemnitee’s 's counsel shall be at the expense of the Company. The Company agrees, to the extent allowed by law, to allocate all defense expenses, incurred jointly with Indemnitee, solely to the defense of the Company.