Common use of Forum Clause in Contracts

Forum. Indemnitee shall be entitled to select the forum in which determination of whether or not Indemnitee has met the applicable standard of conduct shall be decided, and such election will be made from among the following: a. Those members of the Board who are Independent Directors even though less than a quorum; b. A committee of Independent Directors designated by a majority vote of Independent Directors, even though less than a quorum; or c. Independent Counsel selected by Indemnitee and approved by the Board, which approval may not be unreasonably withheld, which counsel shall make such determination in a written opinion. If Indemnitee is an officer or a director of the Company at the time that Indemnitee is selecting the forum, then Indemnitee shall not select Independent Counsel as such forum unless there are no Independent Directors or unless the Independent Directors agree to the selection of Independent Counsel as the forum. The selected forum shall be referred to herein as the “Reviewing Party”. Notwithstanding the foregoing, following any Change in Control subsequent to the date of this Agreement, the Reviewing Party shall be Independent Counsel selected in the manner provided in c. above.

Forum. Indemnitee shall be entitled to select the forum in which determination of whether or not Indemnitee has met the applicable standard of conduct shall be decided, and such election will be made from among the following: a. (1) Those members of the Board who are Independent Directors even though less than a quorum; b. (2) A committee of Independent Directors designated by a majority vote of Independent Directors, even though less than a quorum; or c. (3) Independent Counsel selected by Indemnitee and approved by the Board, which approval may not be unreasonably withheld, which counsel shall make such determination in a written opinion. If Indemnitee is an officer or a director of the Company at the time that Indemnitee is selecting the forum, then Indemnitee shall not select Independent Counsel as such forum unless there are no Independent Directors or unless the Independent Directors agree to the selection of Independent Counsel independent counsel as the forum. The selected forum shall be referred to herein as the “Reviewing Party”. Notwithstanding the foregoing, following any Change in Control subsequent to the date of this AgreementControl, the Reviewing Party shall be Independent Counsel selected in the manner provided in c. (3) above.

Forum. Indemnitee shall be entitled to select the forum in which determination of whether or not Indemnitee has met the applicable standard of conduct shall be decided, and such election will be made from among the following: a. Those (1) those members of the Board who are Independent Directors even though less than a quorum; b. A (2) by a committee of Independent Directors designated by a majority vote of Independent Directors, even though less than a quorum; or c. (3) Independent Counsel selected by Indemnitee and approved by the Board, which approval may shall not be unreasonably withheld, which counsel Independent Counsel shall make such determination in a written opinion. If Indemnitee is an officer or a director of the Company at the time that Indemnitee is selecting the forum, then Indemnitee shall not select Independent Counsel as such forum unless there are no Independent Directors or unless the Independent Directors agree to the selection of Independent Counsel as the forum. The selected forum shall be referred to herein as the “Reviewing Party”. .” Notwithstanding the foregoing, following any Change in Control subsequent to the date of this AgreementControl, the Reviewing Party shall be Independent Counsel selected in the manner provided in c. clause (3) above.

Forum. Indemnitee shall be entitled to select the forum in which determination of whether or not Indemnitee has met the applicable standard of conduct shall be decided, and such election will be made from among the following: a. Those (1) those members of the Board who are Independent Directors even though less than a quorum; b. A (2) a committee of Independent Directors designated by a majority vote of Independent Directors, even though less than a quorum; or c. (3) Independent Counsel selected by Indemnitee and approved by the Board, which approval may not be unreasonably withheld, which counsel shall make such determination in a written opinion. If Indemnitee is an officer or a director of the Company at the time that Indemnitee is selecting the forum, then Indemnitee shall not select Independent Counsel as such forum unless there are no Independent Directors or unless the Independent Directors agree to the selection of Independent Counsel as the forum. The selected forum shall be referred to herein as the “Reviewing Party”. .” Notwithstanding the foregoing, following any Change in Control subsequent to the date of this AgreementControl, the Reviewing Party shall be Independent Counsel selected in the manner provided in c. (3) above.

Forum. Indemnitee shall be entitled to select the forum in which the determination of whether or not Indemnitee has met the applicable standard of conduct shall be decided, and such election selection will be made from among the following: a. Those (1) those members of the Board who are Independent Directors even though less than a quorum; b. A (2) by a committee of Independent Directors designated by a majority vote of Independent Directors, even though less than a quorum; or c. (3) Independent Counsel selected by Indemnitee and approved by the Board, which approval may shall not be unreasonably withheld, which counsel Independent Counsel shall make such determination in a written opinion. If Indemnitee is an officer or a director of the Company at the time that Indemnitee is selecting the forum, then Indemnitee shall not select Independent Counsel as such forum unless there are no Independent Directors or unless the Independent Directors agree to the selection of Independent Counsel as the forum. The selected forum shall be referred to herein as the “Reviewing Party”. .” Notwithstanding the foregoing, following any Change in Control subsequent to the date of this AgreementControl, the Reviewing Party shall be Independent Counsel selected in the manner provided in c. clause (3) above.

Forum. Indemnitee shall be entitled to select the forum in which determination of whether or not Indemnitee has met the applicable standard of conduct shall be decided, and such election will be made from among the following: a. (1) Those members of the Board who are Independent Directors even though less than a quorum; b. (2) A committee of Independent Directors designated by a majority vote of Independent Directors, even though less than a quorum; or c. (3) Independent Counsel selected by Indemnitee and approved by the Board, which approval may not be unreasonably withheld, which counsel shall make such determination in a written opinion. If Indemnitee is an officer or a director of the Company at the time that Indemnitee is selecting the forum, then Indemnitee shall not select Independent Counsel as such forum unless there are no Independent Directors or unless the Independent Directors agree to the selection of Independent Counsel independent counsel as the forum. The selected forum shall be referred to herein as the “Reviewing Party”. .” Notwithstanding the foregoing, following any Change in Control subsequent to the date of this AgreementControl, the Reviewing Party shall be Independent Counsel selected in the manner provided in c. (3) above.

Forum. Indemnitee shall be entitled to select the forum in which determination of whether or not Indemnitee has met the applicable standard of conduct shall be decided, and such election will be made from among the following: a. Those (i) those members of the Board who are Independent Directors even though less than a quorum; b. A (ii) a committee of Independent Directors designated by a majority vote of Independent Directors, even though less than a quorum; or c. (iii) Independent Counsel selected by Indemnitee and approved by the Board, which approval may not be unreasonably withheld, which counsel shall make such determination in a written opinion. If Indemnitee is an officer or a director of the Company at the time that Indemnitee is selecting the forum, then Indemnitee shall not select Independent Counsel as such forum unless there are no Independent Directors or unless the Independent Directors agree to the selection of Independent Counsel as the forum. The selected forum shall be referred to herein as the “Reviewing Party”. .” Notwithstanding the foregoing, following any Change in Control subsequent to the date of this AgreementControl, the Reviewing Party shall be Independent Counsel selected in the manner provided in c. Section 8(c)(iii) above.

Forum. Indemnitee shall be entitled to select the forum in which determination of whether or not Indemnitee has met the applicable standard of conduct pursuant to the GCL shall be decided, and such election will be made from among the following: a. (i) Those members of the Board who are Independent Directors even though less than a quorum; b. (ii) A committee of Independent Directors designated by a majority vote of Independent Directors, even though less than a quorum; or c. (iii) Independent Counsel selected by Indemnitee and approved by the Board, which approval may not be unreasonably withheld, which counsel shall make such determination in a written opinion. If Indemnitee is an officer or a director of the Company at the time that Indemnitee is selecting the forum, then Indemnitee shall not select Independent Counsel as such forum unless there are no Independent Directors or unless the Independent Directors agree to the selection of Independent Counsel independent counsel as the forum. The selected forum shall be referred to herein as the “Reviewing Party”. Notwithstanding the foregoing, following any Change in Control subsequent to the date of this AgreementControl, the Reviewing Party shall be Independent Counsel selected in the manner provided in c. (iii) above.

Forum. Indemnitee shall be entitled to select the forum in which determination of whether or not Indemnitee has met the applicable standard of conduct shall be decided, and such election will be made from among the following: a. (1) Those members of the Board who are Independent Directors even though less than a quorum; b. (2) A committee of Independent Directors designated by a majority vote of Independent Directors, even though less than a quorum; or c. (3) Independent Counsel selected by Indemnitee and approved by the Board, which approval may not be unreasonably withheld, conditioned or delayed, which counsel shall make such determination in a written opinion. If Indemnitee is an officer or a director of the Company at the time that Indemnitee is selecting the forum, then Indemnitee shall not select Independent Counsel as such forum unless there are no Independent Directors or unless the Independent Directors agree to the selection of Independent Counsel as the forum. The selected forum shall be referred to herein as the “Reviewing Party”. Notwithstanding the foregoing, following any Change in Control subsequent to the date of this AgreementControl, the Reviewing Party shall be Independent Counsel selected in the manner provided in c. (3) above.

Forum. Indemnitee shall be entitled to select the forum in which determination of whether or not Indemnitee has met the applicable standard of conduct shall be decided, and such election will be made from among the following: a. (1) Those members of the Board who are Independent Directors even though less than a quorum; b. (2) A committee of Independent Directors designated by a majority vote of Independent Directors, even though less than a quorum; or c. (3) Independent Counsel selected by Indemnitee and approved by the Board, which approval may not be unreasonably withheld, which counsel shall make such determination in a written opinion. If Indemnitee is an officer or a director of the Company at the time that Indemnitee is selecting the forum, then Indemnitee shall not select Independent Counsel as such forum unless there are no Independent Directors or unless the Independent Directors agree to the selection of Independent Counsel as the forum. The selected forum shall be referred to herein as the “Reviewing Party”. Notwithstanding the foregoing, following any Change in Control subsequent to the date of this Agreement, the Reviewing Party shall be Independent Counsel selected in the manner provided in c. above.

Forum. Indemnitee shall be entitled to select the forum in which determination of whether or not Indemnitee has met the applicable standard of conduct shall be decided, and such election will be made from among the following: a. (i) Those members of the Board who are Independent Directors even though less than a quorum; b. (ii) A committee of Independent Directors designated by a majority vote of Independent Directors, even though less than a quorum; or c. (iii) Independent Counsel selected by Indemnitee and approved by the Board, which approval may not be unreasonably withheld, which counsel shall make such determination in a written opinion. If Indemnitee is an officer or a director of the Company at the time that Indemnitee is selecting the forum, then Indemnitee shall not select Independent Counsel as such forum unless there are no Independent Directors or unless the Independent Directors agree to the selection of Independent Counsel as the forum. The selected forum shall be referred to herein as the “Reviewing Party”. Notwithstanding the foregoing, following any Change in Control subsequent to the date of this Agreement, the Reviewing Party shall be Independent Counsel selected in the manner provided in c. clause (iii) above.

Forum. The Indemnitee shall be entitled to select the forum in which determination of whether or not the Indemnitee has met the applicable standard of conduct shall be decided, and such election will be made from among the following: a. (1) Those members of the Board who are Independent Directors Directors, even though less than a quorum; b. (2) A committee of Independent Directors designated by a majority vote of Independent Directors, even though less than a quorum; or c. (3) Independent Counsel selected by Indemnitee the Indemnitee, and approved by the Board, which approval may not be unreasonably withheld, which counsel shall make such determination in a written opinion. If Indemnitee is an officer or a director of the Company at the time that Indemnitee is selecting the forum, then Indemnitee shall not select Independent Counsel as such forum unless there are no Independent Directors or unless the Independent Directors agree to the selection of Independent Counsel as the forum. The selected forum shall be referred to herein as the “Reviewing Party”. Notwithstanding the foregoing, following any Change in Control subsequent to the date of this Agreement, the Reviewing Party shall be Independent Counsel selected in the manner provided in c. (3) above.

Forum. Indemnitee shall be entitled to select the forum in which determination of whether or not Indemnitee has met the applicable standard of conduct shall be decided, and such election will be made from among the following: a. (1) Those members of the Board who are Independent Directors even though less than a quorum; b. A (2) By a committee of Independent Directors designated by a majority vote of Independent Directors, even though less than a quorum; or c. (3) Independent Counsel selected by Indemnitee and approved by the Board, which approval may not be unreasonably withheld, which counsel shall make such determination in a written opinion. If Indemnitee is an officer or a director of the Company at the time that Indemnitee is selecting the forum, then Indemnitee shall not select Independent Counsel as such forum unless there are no Independent Directors or unless the Independent Directors agree to the selection of Independent Counsel independent counsel as the forum. The selected forum shall be referred to herein as the “Reviewing Party”. Notwithstanding the foregoing, following any Change in Control subsequent to the date of this Agreement, the Reviewing Party shall be Independent Counsel selected in the manner provided in c. above.

Forum. Indemnitee shall be entitled to select the forum in which determination of whether or not Indemnitee has met the applicable standard of conduct shall be decided, and such election will be made from among the following: a. (1) Those members of the Board who are Independent Directors even though less than a quorum; b. (2) A committee of Independent Directors designated by a majority vote of Independent Directors, even though less than a quorum; or c. (3) Independent Counsel selected by Indemnitee Xxxxxxxxxx and approved by the Board, which approval may not be unreasonably withheld, which counsel shall make such determination in a written opinion. If Indemnitee is an officer or a director of the Company at the time that Indemnitee is selecting the forum, then Indemnitee shall not select Independent Counsel as such forum unless there are no Independent Directors or unless the Independent Directors agree to the selection of Independent Counsel as the forum. The selected forum shall be referred to herein as the “Reviewing Party”. Notwithstanding the foregoing, following any Change in Control subsequent to the date of this Agreement, the Reviewing Party shall be Independent Counsel selected in the manner provided in c. above.

Forum. Indemnitee shall be entitled to select the forum in which determination of whether or not Indemnitee has met the applicable standard of conduct shall be decided, and such election will be made from among the following: a. i. Those members of the Board who are Independent Directors even though less than a quorum; b. ii. A committee of Independent Directors designated by a majority vote of Independent Directors, even though less than a quorum; or c. iii. Independent Counsel selected by Indemnitee and approved by the Board, which approval may not be unreasonably withheld, which counsel shall make such determination in a written opinion. If Indemnitee is an officer or a director of the Company at the time that Indemnitee is selecting the forum, then Indemnitee shall not select Independent Counsel as such forum unless there are no Independent Directors or unless the Independent Directors agree to the selection of Independent Counsel as the forum. The selected forum shall be referred to herein as the “Reviewing Party”. Notwithstanding the foregoing, following any Change in Control subsequent to the date of this Agreement, the Reviewing Party shall be Independent Counsel selected in the manner provided in c. Section 8(c)(iii). above.

Forum. Indemnitee shall be entitled to select the forum in which determination of whether or not Indemnitee has met the applicable standard of conduct shall be decided, and such election will be made from among the following: a. (1) Those members of the Board who are Independent Directors even though less than a quorum; b. A (2) By a committee of Independent Directors designated by a majority vote of Independent Directors, even though less than a quorum; or c. (3) Independent Counsel selected by Indemnitee and approved by the Board, which approval may not be unreasonably withheld, which counsel shall make such determination in a written opinion. If Indemnitee is an officer or a director of the Company at the time that Indemnitee is selecting the forum, then Indemnitee shall not select Independent Counsel as such forum unless there are no Independent Directors or unless the Independent Directors agree to the selection of Independent Counsel independent counsel as the forum. The selected forum shall be referred to herein as the “Reviewing Party”. Notwithstanding the foregoing, following any Change in Control subsequent to the date of this AgreementControl, the Reviewing Party shall be Independent Counsel selected in the manner provided in c. (3) above.

Forum. Indemnitee shall be entitled to select the forum in which determination of whether or not Indemnitee has met the applicable standard of conduct shall be decided, and such election will be made from among the following: a. i. Those members of the Board who are Independent Directors even though less than a quorum;; or b. ii. A committee of Independent Directors designated by a majority vote of Independent Directors, even though less than a quorum; or c. iii. Independent Counsel selected by Indemnitee and approved by the Board, which approval may not be unreasonably withheld, which counsel shall make such determination in a written opinion. If Indemnitee is an officer or a director of the Company at the time that Indemnitee is selecting the forum, then Indemnitee shall not select Independent Counsel as such forum unless there are no Independent Directors or unless the Independent Directors agree to the selection of Independent Counsel as the forum. The selected forum shall be referred to herein as the “Reviewing Party”. Notwithstanding the foregoing, following any Change in Control subsequent to the date of this Agreement, the Reviewing Party shall be Independent Counsel selected in the manner provided in c. iii. above.

Forum. Indemnitee shall be entitled to select the forum in which determination of whether or not Indemnitee has met the applicable standard of conduct shall be decided, and such election will be made from among the following: a. i. Those members of the Board who are Independent Directors even though less than a quorum; b. ii. A committee of Independent Directors designated by a majority vote of Independent Directors, even though less than a quorum; or c. iii. Independent Counsel selected by Indemnitee and approved by the Board, which approval may not be unreasonably withheld, which counsel shall make such determination in a written opinion. If Indemnitee is an officer or a director of the Company at the time that Indemnitee is selecting the forum, then Indemnitee shall not select Independent Counsel as such forum unless there are no Independent Directors or unless the Independent Directors agree to the selection of Independent Counsel as the forum. The selected forum shall be referred to herein as the “Reviewing Party”. .” Notwithstanding the foregoing, following any Change in Control subsequent to the date of this Agreement, the Reviewing Party shall be Independent Counsel selected in the manner provided in c. Section 9(c)iii. above.

Forum. Indemnitee shall be entitled to select the forum in which determination of whether or not Indemnitee has met the applicable standard of conduct shall be decided, and such election will be made from among the following: a. Those members of the Board who are Independent Directors even though less than a quorum; b. A committee of Independent Directors designated by a majority vote of Independent Directors, even though less than a quorum; or c. Independent Counsel selected by Indemnitee Ixxxxxxxxx and approved by the Board, which approval may not be unreasonably withheld, which counsel shall make such determination in a written opinion. If Indemnitee is an officer or a director of the Company at the time that Indemnitee is selecting the forum, then Indemnitee shall not select Independent Counsel as such forum unless there are no Independent Directors or unless the Independent Directors agree to the selection of Independent Counsel as the forum. The selected forum shall be referred to herein as the “Reviewing Party”. Notwithstanding the foregoing, following any Change in Control subsequent to the date of this Agreement, the Reviewing Party shall be Independent Counsel selected in the manner provided in c. above.

Forum. Indemnitee shall be entitled to select the forum in which determination of whether or not Indemnitee has met the applicable standard of conduct shall be decided, and such election will be made from among the following: a. (1) Those members of the Board who are Independent Directors even though less than a quorum; b. (2) A committee of Independent Directors designated by a majority vote of Independent Directors, even though less than a quorum; or c. (3) Independent Counsel selected by Indemnitee and approved by the Board, which approval may not be unreasonably withheld, which counsel shall make such determination in a written opinion. If Indemnitee is an officer or a director of the Company at the time that Indemnitee is selecting the forum, then Indemnitee shall not select Independent Counsel as such forum unless there are no Independent Directors or unless the Independent Directors agree to the selection of Independent Counsel independent counsel as the forum. The selected forum shall be referred to herein as the “Reviewing Party.”. Notwithstanding the foregoing, following any Change in Control subsequent to the date of this Agreement, the Reviewing Party shall be Independent Counsel selected in the manner provided in c. above.

Forum. Indemnitee shall be entitled to select the forum in which determination of whether or not Indemnitee has met the applicable standard of conduct shall be decided, and such election will be made from among the following: a. Those i. those members of the Board who are Independent Directors even though less than a quorum; b. A ii. a committee of Independent Directors designated by a majority vote of Independent Directors, even though less than a quorum; or c. iii. Independent Counsel selected by Indemnitee and approved by the Board, which approval may not be unreasonably withheld, which counsel shall make such determination in a written opinion. If Indemnitee is an officer or a director of the Company at the time that Indemnitee is selecting the forum, then Indemnitee shall not select Independent Counsel as such forum unless there are no Independent Directors or unless the Independent Directors agree to the selection of Independent Counsel as the forum. The selected forum shall be referred to herein as the “Reviewing Party”. Notwithstanding the foregoing, following any Change in Control subsequent to the date of this Agreement, the Reviewing Party shall be Independent Counsel selected in the manner provided in c. (iii) above.

Forum. Indemnitee shall be entitled to select the forum in which determination of whether or not Indemnitee has met the applicable standard of conduct shall be decided, and such election will be made from among the following: a. (i) Those members of the Board who are Independent Directors even though less than a quorum; b. (ii) A committee of Independent Directors designated by a majority vote of Independent Directors, even though less than a quorum; or c. (iii) Independent Counsel selected by Indemnitee and approved by the Board, which approval may not be unreasonably withheld, which counsel shall make such determination in a written opinion. If Indemnitee is an officer or a director of the Company at the time that Indemnitee is selecting the forum, then Indemnitee shall not select Independent Counsel as such forum unless there are no Independent Directors or unless the Independent Directors agree to the selection of Independent Counsel as the forum. The selected forum shall be referred to herein as the “Reviewing Party”. Notwithstanding the foregoing, following any Change in Control subsequent to the date of this Agreement, the Reviewing Party shall be Independent Counsel selected in the manner provided in c. above.

Forum. Indemnitee shall be entitled to select the forum in which determination of whether or not Indemnitee has met the applicable standard of conduct shall be decided, and such election will be made from among the following: a. i. Those members of the Board who are Independent Directors even though less than a quorum; b. ii. A committee of Independent Directors designated by a majority vote of Independent Directors, even though less than a quorum; or c. iii. Independent Counsel selected by Indemnitee and approved by the Board, which approval may not be unreasonably withheld, which counsel shall make such determination in a written opinion. If Indemnitee is an officer or a director of the Company at the time that Indemnitee is selecting the forum, then Indemnitee shall not select Independent Counsel as such forum unless there are no Independent Directors or unless the Independent Directors agree to the selection of Independent Counsel as the forum. The selected forum shall be referred to herein as the “Reviewing Party”. Notwithstanding the foregoing, following any Change in Control subsequent to the date of this AgreementControl, the Reviewing Party shall be Independent Counsel selected in the manner provided in c. (iii) above.

Forum. Indemnitee shall be entitled to select the forum in which determination of whether or not Indemnitee has met the applicable standard of conduct shall be decided, and such election will be made from among the following: a. (i) Those members of the Board who are Independent Directors even though less than a quorum; b. (ii) A committee of Independent Directors designated by a majority vote of Independent Directors, even though less than a quorum; or c. (iii) Independent Counsel selected by Indemnitee and approved by the Board, which approval may not be unreasonably withheld, which counsel shall make such determination in a written opinion. If Indemnitee is an officer or a director of the Company at the time that Indemnitee is selecting the forum, then Indemnitee shall not select Independent Counsel as such forum unless there are no Independent Directors or unless the Independent Directors agree to the selection of Independent Counsel independent counsel as the forum. The selected forum shall be referred to herein as the “Reviewing Party”. Notwithstanding the foregoing, following any Change in Control subsequent to the date of this AgreementControl, the Reviewing Party shall be Independent Counsel selected in the manner provided in c. (iii) above.

Forum. Indemnitee shall be entitled to select the forum in which determination of whether or not Indemnitee has met the applicable standard of conduct pursuant to the GCL shall be decided, and such election will be made from among the following: a. (i) Those members of the Board who are Independent Directors even though less than a quorum; b. (ii) A committee of Independent Directors designated by a majority vote of Independent Directors, even though less than a quorum; or c. (iii) Independent Counsel selected by Indemnitee and approved by the Board, which approval may not be unreasonably withheld, which counsel shall make such determination in a written opinion. If Indemnitee is an officer or a director of the Company at the time that Indemnitee is selecting the forum, then Indemnitee shall not select Independent Counsel as such forum unless there are no Independent Directors or unless the Independent Directors agree to the selection of Independent Counsel as the forum. The selected forum shall be referred to herein as the “Reviewing Party”. Notwithstanding the foregoing, following any Change in Control subsequent to the date of this AgreementControl, the Reviewing Party shall be Independent Counsel selected in the manner provided in c. (iii) above.

Forum. The Indemnitee shall be entitled to select the forum in which determination of whether or not the Indemnitee has met the applicable standard of conduct shall be decided, and such election will be made from among the following: a. (i) Those members of the Board who are Independent Directors Directors, even though less than a quorum; b. (ii) A committee of Independent Directors designated by a majority vote of Independent Directors, even though less than a quorum; or c. (iii) Independent Counsel selected by Indemnitee the Indemnitee, and approved by the Board, which approval may not be unreasonably withheld, which counsel shall make such determination in a written opinion. If Indemnitee is an officer or a director of the Company at the time that Indemnitee is selecting the forum, then Indemnitee shall not select Independent Counsel as such forum unless there are no Independent Directors or unless the Independent Directors agree to the selection of Independent Counsel as the forum. The selected forum shall be referred to herein as the “Reviewing Party”. Notwithstanding the foregoing, following any Change in Control subsequent to the date of this Agreement, the Reviewing Party shall be Independent Counsel selected in the manner provided in c. (3) above.

Forum. Indemnitee shall be entitled to select the forum in which determination of whether or not Indemnitee has met the applicable standard of conduct shall be decided, and such election will be made from among the following: a. Those (1) those members of the Board who are Independent Directors even though less than a quorum; b. A (2) by a committee of Independent Directors designated by a majority vote of Independent Directors, even though less than a quorum; or c. (3) Independent Counsel selected by Indemnitee and approved by the Board, which approval may not be unreasonably withheld, which counsel shall make such determination in a written opinion. If Indemnitee is an officer or a director of the Company at the time that Indemnitee is selecting the forum, then Indemnitee shall not select Independent Counsel as such forum unless there are no Independent Directors or unless the Independent Directors agree to the selection of Independent Counsel independent counsel as the forum. The selected forum shall be referred to herein as the “Reviewing Party”. .” Notwithstanding the foregoing, following any Change in Control subsequent to the date of this AgreementControl, the Reviewing Party shall be Independent Counsel selected in the manner provided in c. clause (3) above.

Forum. Indemnitee shall be entitled to select the forum in which determination of whether or not Indemnitee has met the applicable standard of conduct shall be decided, and such election will be made from among the following: a. Those (1) those members of the Board who are Independent Directors even though less than a quorum; b. A (2) by a committee of Independent Directors designated by a majority vote of Independent Directors, even though less than a quorum; or c. (3) Independent Counsel selected by Indemnitee and approved by the Board, which approval may not be unreasonably withheld, which counsel shall make such determination in a written opinion. If Indemnitee is an officer or a director of the Company at the time that Indemnitee is selecting the forum, then Indemnitee shall not select Independent Counsel as such forum unless there are no Independent Directors or unless the Independent Directors agree to the selection of Independent Counsel as the forum. The selected forum shall be referred to herein as the “Reviewing Party”. .” Notwithstanding the foregoing, following any Change in Control subsequent to the date of this AgreementControl, the Reviewing Party shall be Independent Counsel selected in the manner provided in c. clause (3) above.

Forum. Indemnitee shall be entitled to select the forum in which determination of whether or not Indemnitee has met the applicable standard of conduct shall be decided, and such election will be made from among the following: a. Those members of the Board who are Independent Directors even though less than a quorum; b. A committee of Independent Directors designated by a majority vote of Independent Directors, even though less than a quorum; or c. Independent Counsel selected by Indemnitee Xxxxxxxxxx and approved by the Board, which approval may not be unreasonably withheld, which counsel shall make such determination in a written opinion. If Indemnitee is an officer or a director of the Company at the time that Indemnitee is selecting the forum, then Indemnitee shall not select Independent Counsel as such forum unless there are no Independent Directors or unless the Independent Directors agree to the selection of Independent Counsel as the forum. The selected forum shall be referred to herein as the “Reviewing Party”. Notwithstanding the foregoing, following any Change in Control subsequent to the date of this Agreement, the Reviewing Party shall be Independent Counsel selected in the manner provided in c. above.

Forum. Indemnitee shall be entitled to select the forum in which determination of whether or not Indemnitee has met the applicable standard of conduct shall be decided, and such election will be made from among the following: a. Those i. those members of the Board who are non-management directors and are not parties to the Proceeding (“Independent Directors Directors”) even though less than a quorum; b. A ii. a committee of Independent Directors designated by a majority vote of Independent Directors, even though less than a quorum; or c. iii. Independent Counsel selected by Indemnitee and approved by the Board, which approval may not be unreasonably withheld, which counsel shall make such determination in a written opinion. If Indemnitee is an officer or a director of the Company at the time that Indemnitee is selecting the forum, then Indemnitee shall not select Independent Counsel as such forum unless there are no Independent Directors or unless the Independent Directors agree to the selection of Independent Counsel as the forum. The selected forum shall be referred to herein as the “Reviewing Party”. .” Notwithstanding the foregoing, following any Change in Control subsequent to the date of this AgreementControl, the Reviewing Party shall be Independent Counsel selected in the manner provided in c. Section 8(c)(iii) above.

Forum. Indemnitee shall be entitled to select the forum in which determination of whether or not Indemnitee has met the applicable standard of conduct shall be decided, and such election will be made from among the following: a. (i) Those members of the Board consisting of directors who are were not parties to the Proceeding for which a claim is made under this Agreement (“Independent Directors Directors”), even though less than a quorum; b. (ii) A committee of Independent Directors designated by a majority vote of Independent Directors, even though less than a quorum; or c. (iii) Independent Counsel selected by Indemnitee and approved by the Board, which approval may not be unreasonably withheld, which counsel shall make such determination in a written opinion. If Indemnitee is an officer or a director of the Company at the time that Indemnitee is selecting the forum, then Indemnitee shall not select Independent Counsel as such forum unless there are no Independent Directors or unless the Independent Directors agree to the selection of Independent Counsel independent counsel as the forum. The selected forum shall be referred to herein as the “Reviewing Party”. Notwithstanding the foregoing, following any Change in Control subsequent to the date of this AgreementControl, the Reviewing Party shall be Independent Counsel selected in the manner provided in c. (iii) above.