Common use of Notification and Defense of Claim Clause in Contracts

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shall, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement thereof; but the omission so to notify the Company shall not relieve it from any liability which it may have to Indemnitee. With respect to any such action, suit or proceeding as to which Indemnitee notifies the Company of the commencement thereof: (a) the Company shall be entitled to participate therein at its own expense; (b) except as otherwise provided below, to the extent that it may wish, the Company jointly with any other indemnifying party similarly notified shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election so to assume the defense thereof, the Company shall not be liable to Indemnitee under this Agreement for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ his own chosen counsel in such action, suit or proceeding but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee, unless (i) the employment of such counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of the defense of such action, suit or proceeding or (iii) the Company shall not in fact have employed its counsel to assume the defense of such action, in each of which cases the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any action, suit or proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the conclusion described in (ii) of this Section 7(b); and (c) the Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without the Company’s written consent. The Company shall not settle any action or claim in any manner which would impose any penalty, equitable remedy or injunctive or other relief or limitation on Indemnitee without Indemnitee’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold their consent to any proposed settlement.

Notification and Defense of Claim. Promptly after receipt by the Indemnitee of notice of the commencement of any actionProceeding, suit or proceeding, the Indemnitee shallwill, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company in writing of the commencement thereof; but . The omission or delay by the omission Indemnitee to so to notify the Company shall will not relieve it the Company from any liability which that it may have to Indemniteethe Indemnitee under this Agreement or otherwise, except to the extent that the Company may suffer material prejudice by reason of such failure or delay. With Notwithstanding any other provision of this Agreement, with respect to any such action, suit or proceeding Proceeding as to which the Indemnitee notifies gives notice to the Company of the commencement thereof: (a) the The Company shall will be entitled to participate therein at its own expense;. (b) except Except as otherwise provided belowin this Section 13(b), to the extent that it may wish, the Company Company, jointly with any other indemnifying party similarly notified notified, shall be entitled to assume the defense thereof, thereof with counsel reasonably satisfactory to the Indemnitee. After prior written notice from the Company to the Indemnitee of its election to so to assume the defense thereof, the Company shall not be liable to the Indemnitee under this Agreement for any legal or other expenses Expenses subsequently incurred by the Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. The Indemnitee shall have the right to employ his the Indemnitee’s own chosen counsel in such actionProceeding, suit or proceeding but the fees and expenses Expenses of such counsel incurred after such notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee, the Indemnitee unless (i) the employment of such counsel by the Indemnitee has been authorized by the Company, ; (ii) 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 such actionProceeding, suit or proceeding and such determination by the Indemnitee shall be supported by an opinion of counsel, which opinion shall be reasonably acceptable to the Company; or (iii) the Company shall not in fact have employed its counsel to assume the defense of such actionthe Proceeding, in each of which cases the fees and expenses Expenses of Indemnitee’s counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any action, suit or proceeding Proceeding brought by or on behalf of the Company or as to which the Indemnitee shall have made reached the conclusion described provided for in clause (ii) of this Section 7(b); andabove. (c) the The Company shall not be liable to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected Proceeding without the Company’s its prior written consent, which consent shall not be unreasonably withheld. The Company shall not be required to obtain the consent of the Indemnitee to settle any action or claim in any manner Proceeding which would impose any penalty, equitable remedy or injunctive or other relief or limitation on Indemnitee without Indemnitee’s written consent. Neither the Company nor has undertaken to defend if the Company assumes full and sole responsibility for such settlement and such settlement grants the Indemnitee a complete and unqualified release in respect of any potential liability. The Company shall unreasonably withhold their consent have no obligation to indemnify the Indemnitee under this Agreement with regard to any proposed settlementjudicial award issued in a Proceeding, or any related Expenses of the Indemnitee, if the Company was not given a reasonable and timely opportunity, at its expense, to participate in the defense of such Proceeding, except to the extent the Company was not materially prejudiced thereby. (d) If, at the time of the receipt of a notice of a claim pursuant to this Section 13, the Company has director and officer liability insurance in effect, the Company shall give prompt notice of the commencement of the Proceeding for which indemnification is sought to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of the policies.

Notification and Defense of Claim. Promptly after receipt by the Indemnitee of notice of the commencement of any action, suit or proceeding, the Indemnitee shallwill, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company in writing of the commencement thereof; , but the omission to so to notify the Company shall will not relieve it the Company from any liability which that it may have to Indemniteethe Indemnitee except to the extent that the Company shows by clear and convincing evidence that it has been materially and adversely prejudiced by such failure to give timely notice. With Notwithstanding any other provision of this Agreement, with respect to any such action, suit or proceeding as to which the Indemnitee notifies gives notice to the Company of the commencement thereof: (a) the : The Company shall will be entitled to participate therein at its own expense; (b) except ; and Except as otherwise provided belowin this Section 11, to the extent that it may wish, the Company Company, jointly with any other indemnifying party similarly notified notified, shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee. After notice from the Company to the Indemnitee of its election to so to assume the defense thereof, the Company shall not be liable to the Indemnitee under this Agreement for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. The Indemnitee shall have the right to employ his own chosen counsel in such action, suit or proceeding proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee, the Indemnitee unless (i) the employment of such counsel by the Indemnitee has been authorized by the Company, (ii) the Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and the Indemnitee in the conduct of the defense of such action, suit or proceeding or (iii) the Company shall not in fact have employed its counsel to assume the defense of such the action, in each of which cases the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any action, suit or proceeding brought by or on behalf of the Company or as to which the Indemnitee shall have made reasonably reached the conclusion described provided for in clause (ii) of this Section 7(b); and (c) the above. The Company shall not be liable to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without the Company’s its written consent. The Company shall not settle any action or claim in any manner which that would impose any penalty, equitable remedy or injunctive or other relief penalty or limitation on the Indemnitee without the Indemnitee’s 's written consent. Neither the Company nor the Indemnitee shall will unreasonably withhold their consent to any proposed settlement.

Notification and Defense of Claim. Promptly after receipt by the Indemnitee of notice of the commencement of any action, suit or proceeding, the Indemnitee shallwill, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company in writing of the commencement thereof; but the omission to so to notify the Company shall will not relieve it the Company from any liability which that it may have to Indemniteethe Indemnitee otherwise than under this Agreement or otherwise, except to the extent that the Company may suffer material prejudice by reason of such failure. With Notwithstanding any other provision of this Agreement, with respect to any such action, suit or proceeding as to which the Indemnitee notifies gives notice to the Company of the commencement thereof: (a) the The Company shall will be entitled to participate therein at its own expense;. (b) except Except as otherwise provided belowin this Section 12(b), to the extent that it may wish, the Company Company, jointly with any other indemnifying party similarly notified notified, shall be entitled to assume the defense thereof, thereof with counsel reasonably satisfactory to the Indemnitee. After notice from the Company to the Indemnitee of its election to so to assume the defense thereof, the Company shall not be liable to the Indemnitee under this Agreement for any legal or other expenses Expenses subsequently incurred by the Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. The Indemnitee shall have the right to employ his the Indemnitee’s own chosen counsel in such actionaction or lawsuit, suit or proceeding but the fees and expenses Expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee, the Indemnitee unless (i) the employment of such counsel by the Indemnitee has been authorized by the Company, (ii) 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 such actionaction and such determination by the Indemnitee shall be supported by an opinion of counsel, suit or proceeding which opinion shall be reasonably acceptable to the Company, or (iii) the Company shall not in fact have employed its counsel to assume the defense of such the action, in each of which cases the fees and expenses Expenses of Indemnitee’s counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any action, suit or proceeding brought by or on behalf of the Company or as to which the Indemnitee shall have made reached the conclusion described provided for in clause (ii) of this Section 7(b); andabove. (c) the The Company shall not be liable to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any action action, suit or claim proceeding effected without the Company’s its written consent, which consent shall not be unreasonably withheld. The Company shall not be required to obtain the consent of the Indemnitee to settle any action action, suit or claim in any manner proceeding which would impose any penalty, equitable remedy or injunctive or other relief or limitation on Indemnitee without Indemnitee’s written consent. Neither the Company nor has undertaken to defend if the Company assumes full and sole responsibility for such settlement and such settlement grants the Indemnitee a complete and unqualified release in respect of any potential liability. (d) If, at the time of the receipt of a notice of a claim pursuant to this Section 12, the Company has director and officer liability insurance in effect, the Company shall unreasonably withhold their consent give prompt notice of the commencement of such proceeding to any proposed settlementthe insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of the policies.

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceedingProceeding, Indemnitee shallwill, if a claim in respect thereof is to be made against the Company Corporation under this Agreement, notify the Company Corporation of the commencement thereof; but the omission so to notify the Company shall Corporation will not relieve it from any liability which it may have to IndemniteeIndemnitee otherwise than under this Agreement. With respect to any such action, suit or proceeding Proceeding as to which Indemnitee notifies the Company Corporation of the commencement thereof: (a) the Company shall Corporation will be entitled to participate therein at its own expense; (b) except Except as otherwise provided below, to the extent that it may wish, the Company Corporation jointly with any other indemnifying party similarly notified shall will be entitled to assume the defense thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Company Corporation to Indemnitee of its election so to assume the defense thereof, the Company shall Corporation will not be liable to Indemnitee under this Agreement for any legal or other expenses Expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ his or her own chosen counsel in such actionProceeding, suit or proceeding but the fees and expenses Expenses associated with the employment of such counsel incurred after notice from the Company Corporation of its assumption of the defense thereof shall be at the expense of Indemnitee, Indemnitee unless (i) the employment of such counsel by Indemnitee has been authorized by the CompanyCorporation, (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company Corporation and Indemnitee in the conduct of the defense of such action, suit or proceeding Proceeding or (iii) the Company Corporation shall not in fact have employed its counsel to assume the defense of such actionProceeding, in each of which cases the fees and expenses Expenses of Indemnitee’s separate counsel shall be at the expense of the CompanyCorporation. The Company Corporation shall not be entitled to assume the defense of any action, suit or proceeding Proceeding brought by or on behalf of the Company Corporation or as to which Indemnitee shall have made the conclusion described provided for in (ii) of this Section 7(b)above; and (c) Provided there has been no Change of Control, the Company Corporation shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim Proceeding effected without the Company’s its written consent, which consent shall not be unreasonably withheld. The Company Corporation shall be permitted to settle any Proceeding except that it shall not settle any action or claim Proceeding in any manner which that would impose any penalty, equitable remedy or injunctive or other relief out-of-pocket liability, or limitation on Indemnitee without Indemnitee’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold their consent to any proposed settlement.

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceedingProceeding, Indemnitee shall, if a claim in respect thereof is to be made against the Company under this Agreement, will notify the Company in writing of the commencement thereof; but the omission so to notify the Company shall will not relieve it from any liability which that it may have to Indemnitee. With Notwithstanding any other provision of this Agreement, with respect to any such action, suit or proceeding as to Proceeding of which Indemnitee notifies the Company of the commencement thereofCompany: (a) the Company shall be entitled to participate therein at its own expense; (b) except Except as otherwise provided belowin Section 10(b), to the extent that it may wish, the Company may, separately or jointly with any other indemnifying party similarly notified shall be entitled to party, assume the defense thereof, with counsel reasonably satisfactory to Indemniteeof the Proceeding. After notice from the Company to Indemnitee of its election so to assume the defense thereofof the Proceeding, the Company shall not be liable to Indemnitee under this Agreement for any legal or other expenses Expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation or except as otherwise provided below. Indemnitee shall have the right to employ his Indemnitee’s own chosen counsel in such actionProceeding, suit or proceeding but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee, Indemnitee unless (i) the employment of such counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee shall have reasonably concluded determined that there may be is a conflict of interest between the Company and Indemnitee in the conduct of the defense of the Proceeding, and such actiondetermination is supported by an opinion of qualified legal counsel addressed to the Company, suit or proceeding or (iii) the Company shall not within sixty (60) calendar days of receipt of notice from Indemnitee in fact have employed its counsel to assume the defense of such action, in each of which cases the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. Proceeding. (b) The Company shall not be entitled to assume the defense of any action, suit or proceeding Proceeding brought by or on behalf of the Company Company, or as to which Indemnitee shall have made the conclusion described determination provided for in subparagraph (iia)(ii) of this Section 7(b); andabove. (c) Regardless of whether the Company has assumed the defense of a Proceeding, the Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim Proceeding effected without the Company’s written consent. The , and the Company shall not settle any action or claim Proceeding in any manner which that would impose any penalty, equitable remedy or injunctive or other relief penalty or limitation on on, or require any payment from, Indemnitee without Indemnitee’s written consent. Neither the Company nor Indemnitee shall will unreasonably withhold their its consent to any proposed settlement. (d) Until the Company receives notice of a Proceeding from Indemnitee, the Company shall have no obligation to indemnify or advance Expenses to Indemnitee as to Expenses incurred prior to Indemnitee’s notification of Company.

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shall, if If a claim in respect thereof is to be made against the Company under this Agreementwith respect to any Proceeding, the Director shall notify the Company of the commencement of such Proceeding promptly after receipt by the Director of notice of the commencement thereof; but the omission so to notify the Company shall not relieve it from any liability which it may have to Indemnitee. With respect to any such action, suit or proceeding Proceeding as to which Indemnitee the Director notifies the Company of the commencement thereof: , (ai) the Company shall be entitled to participate therein at its own expense; expense and (bii) except as otherwise provided below, to the extent that it may wish, the Company jointly with any other indemnifying party similarly notified shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to Indemniteethe Director. After notice from the Company to Indemnitee the Director of its election so to assume the defense thereof, the Company shall not be liable to Indemnitee the Director under this Agreement for any legal or other expenses subsequently incurred by Indemnitee the Director in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided belowthereof. Indemnitee The Director shall have the right to employ his own chosen counsel in such actionProceeding, suit or proceeding but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemniteethe Director, unless (i) the employment of such counsel by Indemnitee the Director has been authorized by the Company, (ii) Indemnitee the Director shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee the Director in the conduct of the his defense of in such action, suit or proceeding Proceeding or (iii) the Company shall not in fact have employed failed to promptly employ its counsel to assume the defense of in such actionProceeding, in each of which cases the fees and expenses of Indemniteethe Director’s counsel shall be at the expense of paid by the Company. The Company shall not be entitled to assume the defense of in any action, suit or proceeding Proceeding brought by or on behalf of the Company or as to which Indemnitee the Director shall have made the conclusion described in (ii) reasonably concluded that there may be a conflict of this Section 7(b); and (c) interest between the Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid and the Director in settlement the conduct of any action or claim effected without the Company’s written consent. The Company shall not settle any action or claim in any manner which would impose any penalty, equitable remedy or injunctive or other relief or limitation on Indemnitee without Indemnitee’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold their consent to any proposed settlementhis defense.

Notification and Defense of Claim. Promptly after receipt by the Indemnitee of notice of the commencement of any actionProceeding, suit or proceeding, the Indemnitee shallwill, if a claim in respect thereof is to be made against the Company Partnership under this Agreement, notify the Company Partnership in writing of the commencement thereof; but . The omission or delay by the omission Indemnitee to so to notify the Company shall Partnership will not relieve it the Partnership from any liability which that it may have to Indemniteethe Indemnitee under this Agreement or otherwise, except to the extent that the Partnership may suffer material prejudice by reason of such failure or delay. With Notwithstanding any other provision of this Agreement, with respect to any such action, suit or proceeding Proceeding as to which the Indemnitee notifies gives notice to the Company Partnership of the commencement thereof: (a) the Company shall The Partnership will be entitled to participate therein at its own expense;. (b) except Except as otherwise provided belowin this Section 13(b), to the extent that it may wish, the Company Partnership, jointly with any other indemnifying party similarly notified notified, shall be entitled to assume the defense thereof, thereof with counsel reasonably satisfactory to the Indemnitee. After prior written notice from the Company Partnership to the Indemnitee of its election to so to assume the defense thereof, the Company Partnership shall not be liable to the Indemnitee under this Agreement for any legal or other expenses Expenses subsequently incurred by the Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. The Indemnitee shall have the right to employ his the Indemnitee’s own chosen counsel in such actionProceeding, suit or proceeding but the fees and expenses Expenses of such counsel incurred after such notice from the Company Partnership of its assumption of the defense thereof shall be at the expense of Indemnitee, the Indemnitee unless (i) the employment of such counsel by the Indemnitee has been authorized by the Company, Partnership; (ii) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company Partnership and the Indemnitee in the conduct of the defense of such actionProceeding, suit or proceeding and such determination by the Indemnitee shall be supported by an opinion of counsel, which opinion shall be reasonably acceptable to the Partnership; or (iii) the Company Partnership shall not in fact have employed its counsel to assume the defense of such actionthe Proceeding, in each of which cases the fees and expenses Expenses of Indemnitee’s counsel shall be at the expense of the CompanyPartnership. The Company Partnership shall not be entitled to assume the defense of any action, suit Proceeding brought directly by the Partnership or proceeding brought by or on behalf of the Company General Partner or as to which the Indemnitee shall have made reached the conclusion described provided for in clause (ii) of this Section 7(b); andabove. (c) the Company The Partnership shall not be liable to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected Proceeding without the Company’s its prior written consent, which consent shall not be unreasonably withheld. The Company Partnership shall not be required to obtain the consent of the Indemnitee to settle any action or claim Proceeding which the Partnership has undertaken to defend if the Partnership assumes full and sole responsibility for such settlement and such settlement grants the Indemnitee a complete and unqualified release in respect of any manner which would impose any penalty, equitable remedy or injunctive or other relief or limitation on potential liability. The Partnership shall have no obligation to indemnify the Indemnitee without Indemnitee’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold their consent under this Agreement with regard to any proposed settlementjudicial award issued in a Proceeding, or any related Expenses of the Indemnitee, if the Partnership was not given a reasonable and timely opportunity, at its expense, to participate in the defense of such Proceeding, except to the extent the Partnership was not materially prejudiced thereby. (d) If, at the time of the receipt of a notice of a claim pursuant to this Section 13, the Partnership has director and officer liability insurance in effect, the Partnership shall give prompt notice of the commencement of the Proceeding for which indemnification is sought to the insurers in accordance with the procedures set forth in the respective policies. The Partnership shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of the policies.

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shallwill, if a claim in respect thereof is to be made against the Company Corporation under this Agreement, notify the Company Corporation of the commencement thereof; but the omission so to notify the Company shall Corporation will not relieve it from any liability which it may have to IndemniteeIndemnitee otherwise than under this Agreement. With respect to any such action, suit or proceeding as to which Indemnitee notifies the Company Corporation of the commencement thereof: (a) the Company shall The Corporation will be entitled to participate therein at its own expense;; and (b) except Except as otherwise provided below, to the extent that it may wish, the Company Corporation jointly with any other indemnifying party similarly notified shall will be entitled to assume the defense thereof, with counsel selected by the Corporation and reasonably satisfactory to Indemnitee. After notice from the Company Corporation to Indemnitee of its election so to assume the defense thereof, the Company shall Corporation will not be liable to Indemnitee under this Agreement for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ his own chosen counsel in such action, suit or proceeding but the fees and expenses of such counsel incurred after notice from the Company Corporation of its assumption of the defense thereof shall be at the expense of Indemnitee, Indemnitee unless (i) the employment of such counsel by Indemnitee has been authorized by the CompanyCorporation, (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company Corporation and Indemnitee in the conduct of the defense of such action, suit or proceeding or (iii) the Company Corporation shall not in fact have employed its counsel to assume the defense of such action, in each of which cases the fees and expenses of Indemnitee’s counsel shall be at the expense of the CompanyCorporation. The Company Corporation shall not be entitled to assume the defense of any action, suit or proceeding brought by or on behalf of the Company Corporation or as to which Indemnitee shall have made the conclusion described provided for in (ii) of this Section 7(b); andabove. (c) the Company The Corporation shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without the Company’s its written consent. The Company Corporation shall not settle any action or claim in any manner which would impose any penalty, equitable remedy or injunctive or other relief penalty or limitation on Indemnitee without Indemnitee’s written consent. Neither the Company Corporation nor Indemnitee shall will unreasonably withhold their consent to any proposed settlement.

Notification and Defense of Claim. Promptly Not later than thirty (30) days after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shallwill, if a claim in respect thereof thereto is to be made against the Company Corporation under this Agreement, notify the Company Corporation of the commencement thereof; but the omission so to notify the Company shall Corporation will not relieve it from any liability which it may have to IndemniteeIndemnitee otherwise than under this Agreement. With respect to any such action, suit or proceeding as to which Indemnitee notifies the Company Corporation of the commencement thereof: (a) the Company shall The Corporation will be entitled to participate therein at its own expense; (b) except Except as otherwise provided below, to the extent that it may wishCorporation may, the Company at its option and jointly with any other indemnifying party similarly notified shall be entitled and electing to assume such defense, assume the defense thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Company Corporation to Indemnitee of its election so to assume the defense thereof, the Company shall Corporation will not be liable to Indemnitee under this Agreement for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof other than except for reasonable costs of investigation or otherwise as otherwise provided below. Indemnitee shall have the right to employ his own chosen separate counsel in such action, suit or proceeding but the fees and expenses of such counsel incurred after notice from the Company Corporation of its assumption of the defense thereof shall be at the expense of Indemnitee, Indemnitee unless (i) the employment of such counsel by Indemnitee has been authorized by the CompanyCorporation, (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company Corporation and Indemnitee in the conduct of the defense of such action, suit or proceeding or (iii) the Company Corporation shall not in fact have employed its counsel to assume the defense of such action, in each of which cases the fees and expenses of Indemnitee’s separate counsel shall be at the expense of the CompanyCorporation. The Company Corporation shall not be entitled to assume the defense of any action, suit or proceeding brought by or on behalf of the Company Corporation or as to which Indemnitee shall have made the conclusion described provided for in (ii) of this Section 7(b)above; and (c) the Company The Corporation shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without the Company’s its written consent, which shall not be unreasonably withheld. The Company Corporation shall be permitted to settle any action except that it shall not settle any action or claim in any manner which would impose any penalty, equitable remedy or injunctive or other relief penalty or limitation on Indemnitee without Indemnitee’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold their consent to any proposed settlementwhich may be given or withheld in Indemnitee’s sole discretion.

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shall, if If a claim in respect thereof is to be made against the Company under this Agreementwith respect to any Proceeding, the Officer shall notify the Company of the commencement of such Proceeding promptly after receipt by the Officer of notice of the commencement thereof; but the omission so to notify the Company shall not relieve it from any liability which it may have to Indemnitee. With respect to any such action, suit or proceeding Proceeding as to which Indemnitee the Officer notifies the Company of the commencement thereof: , (ai) the Company shall be entitled to participate therein at its own expense; expense and (bii) except as otherwise provided below, to the extent that it may wish, the Company jointly with any other indemnifying party similarly notified shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to Indemniteethe Officer. After notice from the Company to Indemnitee the Officer of its election so to assume the defense thereof, the Company shall not be liable to Indemnitee the Officer under this Agreement for any legal or other expenses subsequently incurred by Indemnitee the Officer in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided belowthereof. Indemnitee The Officer shall have the right to employ his own chosen counsel in such actionProceeding, suit or proceeding but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemniteethe Officer, unless (i) the employment of such counsel by Indemnitee the Officer has been authorized by the Company, (ii) Indemnitee the Officer shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee the Officer in the conduct of the his defense of in such action, suit or proceeding Proceeding or (iii) the Company shall not in fact have employed failed to promptly employ its counsel to assume the defense of in such actionProceeding, in each of which cases the fees and expenses of Indemniteethe Officer’s counsel shall be at the expense of paid by the Company. The Company shall not be entitled to assume the defense of in any action, suit or proceeding Proceeding brought by or on behalf of the Company or as to which Indemnitee the Officer shall have made the conclusion described in (ii) reasonably concluded that there may be a conflict of this Section 7(b); and (c) interest between the Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid and the Officer in settlement the conduct of any action or claim effected without the Company’s written consent. The Company shall not settle any action or claim in any manner which would impose any penalty, equitable remedy or injunctive or other relief or limitation on Indemnitee without Indemnitee’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold their consent to any proposed settlementhis defense.

Notification and Defense of Claim. Promptly after receipt by the Indemnitee of notice of the commencement of any action, suit or proceeding, the Indemnitee shallwill, if a claim in respect thereof is to be made against the Company Corporation under this Agreement, notify the Company Corporation in writing of the commencement thereof; , but the omission to so to notify the Company shall Corporation will not relieve it the Corporation from any liability which that it may have to Indemniteethe Indemnitee otherwise than under this Agreement. With Notwithstanding any other provision of this Agreement, with respect to any such action, suit or proceeding as to which the Indemnitee notifies gives notice to the Company Corporation of the commencement thereof: (ai) the Company shall The Corporation will be entitled to participate therein at its own expense;; and (bii) except Except as otherwise provided belowin this Section 11(b), to the extent that it may wish, the Company Corporation, jointly with any other indemnifying party similarly notified notified, shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee. After notice from the Company Corporation to the Indemnitee of its election to so to assume the defense thereof, the Company Corporation shall not be liable to the Indemnitee under this Agreement for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. The Indemnitee shall have the right to employ his own chosen counsel in such action, suit or proceeding proceeding, but the fees and expenses of such counsel incurred after notice from the Company Corporation of its assumption of the defense thereof shall be at the expense of Indemnitee, the Indemnitee unless (i) the employment of such counsel by the Indemnitee has been authorized by the CompanyCorporation, (ii) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company Corporation and the Indemnitee in the conduct of the defense of such action, suit or proceeding or (iii) the Company Corporation shall not in fact have employed its counsel to assume the defense of such the action, in each of which cases the fees and expenses of Indemnitee’s counsel shall be at the expense of the CompanyCorporation. The Company Corporation shall not be entitled to assume the defense of any action, suit or proceeding brought by or on behalf of the Company Corporation or as to which the Indemnitee shall have made reached the conclusion described provided for in clause (ii) of this Section 7(b); andabove. (ciii) the Company The Corporation shall not be liable to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without the Company’s its written consent. The Company Corporation shall not settle any action or claim in any manner which that would impose any penalty, equitable remedy or injunctive or other relief penalty or limitation on the Indemnitee without the Indemnitee’s 's written consent. Neither the Company Corporation nor the Indemnitee shall will unreasonably withhold their consent to any proposed settlement.

Notification and Defense of Claim. Promptly after receipt by Indemnitee the --------------------------------- Director of notice of the commencement of any actionProceeding, suit or proceeding, Indemnitee shallthe Director will, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement thereof; but the omission failure so to notify the Company shall not relieve it the Company from any liability which it may have to Indemniteethe Director under this Agreement, unless and only to the extent that the failure to provide notice results in prejudice to the Company. With respect to any such action, suit or proceeding Proceeding as to which Indemnitee the Director notifies the Company of the commencement thereof: (a) the Company shall will be entitled to participate therein at its own expense; (b) except as otherwise provided below, to the extent that it may wish, the Company jointly with any other indemnifying party similarly notified shall will be entitled to assume the defense thereof, with counsel reasonably satisfactory to Indemniteethe Director. After notice from the Company to Indemnitee the Director of its election so to assume the defense thereof, the Company shall will not be liable to Indemnitee the Director under this Agreement for any legal or other expenses Expenses subsequently incurred by Indemnitee the Director in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. Indemnitee The Director shall have the right to employ his own chosen its counsel in such action, suit or proceeding proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee, unless the Director unless: (i) the employment of such counsel by Indemnitee the Director has been authorized by the Company, , (ii) Indemnitee shall have counsel to the Company reasonably concluded concludes and notifies the Director that there may be a conflict of interest between the Company and Indemnitee the Director in the conduct of the defense of such action, suit or proceeding or and the Director notifies the Company after receiving such notice from the Company that he is engaging counsel, or (iii) the Company shall not in fact have employed its counsel to assume the defense of such action, in . In each of which cases the fees and expenses of Indemnitee’s counsel foregoing three cases, the Company shall be at reimburse the expense of the CompanyDirector for all Expenses incurred by him. The Company shall not be entitled to assume the defense of any action, suit or proceeding Proceeding brought by or on behalf of the Company or as to which Indemnitee the Director shall have made the conclusion described referred to in (ii) of this Section 7(b)above; and (c) the Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without the Company’s written consent. The Company shall not settle any action or claim Proceeding in any manner which would impose any penalty, equitable remedy or injunctive or other relief penalty or limitation on Indemnitee the Director without Indemnitee’s the Director's prior written consent. Neither the Company nor Indemnitee shall unreasonably withhold their consent to any proposed settlement.

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceedinga Claim which may involve an Indemnifiable Event, Indemnitee shallwill, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement thereof; , but the omission so to notify the Company shall will not relieve it from any liability which it may have to IndemniteeIndemnitee otherwise than under this Agreement. With respect to any such action, suit or proceeding Claim as to which Indemnitee notifies the Company of the commencement thereof: (a) the Company shall will be entitled to participate therein at its own expense;; and (b) except as otherwise provided below, to the extent that it may wish, the Company jointly with any other indemnifying party similarly notified shall will be entitled to assume the defense thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election so to assume the defense thereof, the Company shall will not be liable to Indemnitee under this Agreement for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof thereof, other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ his own chosen its counsel in such action, suit or proceeding proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee, Indemnitee unless (i) the employment of such counsel by Indemnitee has been authorized by the Company, (ii) 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 such action, suit or proceeding or (iii) the Company shall not in fact have employed its counsel to assume the defense of such action, in each of which cases the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any action, suit or proceeding claim brought by or on behalf of the Company or as to which the Indemnitee shall have made the conclusion described provided for in (ii) of this Section 7(b)above; and (c) the Company shall not be liable to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without the Company’s its written consent. The Company shall not settle any action or claim in any manner which would impose any penalty, equitable remedy or injunctive or other relief penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Company nor the Indemnitee shall will unreasonably withhold their consent to any proposed settlement.

Notification and Defense of Claim. Promptly after receipt by the Indemnitee of notice of the commencement of any action, suit or proceeding, the Indemnitee shallwill, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company in writing of the commencement thereof; but the omission to so to notify the Company shall will not relieve it from any liability which that it may have to Indemniteethe Indemnitee otherwise than under this Agreement. With Notwithstanding any other provision of this Agreement, with respect to any such action, suit or proceeding as to which the Indemnitee notifies notified the Company of the commencement thereof: (a) the The Company shall will be entitled to participate therein at its own expense;; and (b) except Except as otherwise provided belowin this Section 10(b), to the extent that it may wish, the Company Company, jointly with any other indemnifying party similarly notified notified, shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee. After notice from the Company to the Indemnitee of its election to so to assume the defense thereof, the Company shall not be liable to the Indemnitee under this Agreement for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. The Indemnitee shall have the right to employ his own chosen counsel in such action, suit or proceeding proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee, the Indemnitee unless (i) the employment of such counsel by the Indemnitee has been authorized by the Company, (ii) 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 such action, suit or proceeding or (iii) the Company shall not in fact have employed its counsel to assume the defense of such the action, in each of which cases the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any action, suit or proceeding brought by or on behalf of the Company or as to which the Indemnitee shall have made the conclusion described provided for in (ii) of this Section 7(b); andabove. (c) the The Company shall not be liable to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without the Company’s its written consent. The Company shall not settle any action or claim in any manner which that would impose any penalty, equitable remedy or injunctive or other relief penalty or limitation on the Indemnitee without the Indemnitee’s 's written consent. Neither the Company nor the Indemnitee shall will unreasonably withhold their consent to any proposed settlement.

Notification and Defense of Claim. Promptly Not later than thirty (30) days after receipt by the Indemnitee of notice of the commencement of any action, suit or proceeding, the Indemnitee shallwill, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement thereof; but the omission so to notify the Company shall will not relieve it from any liability which that it may have to Indemniteethe Indemnitee otherwise than under this Agreement. With respect to any such action, suit or proceeding as to which the Indemnitee notifies the Company of the commencement thereof: (a) the Company shall will be entitled to participate therein at its own expense; (b) except as otherwise provided below, to the extent that it may wish, the Company jointly with any other indemnifying party similarly notified shall will be entitled to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee. After notice from the Company to the Indemnitee of its election so to assume the defense thereof, the Company shall will not be liable to the Indemnitee under this Agreement for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. The Indemnitee shall have the right to employ his own chosen its counsel in such action, suit or proceeding but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee, unless the Indemnitee unless: (i) the employment of such counsel by the Indemnitee has been authorized by the Company, ; (ii) 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 such action, suit or proceeding ; or (iii) the Company shall not in fact have employed its counsel to assume the defense of such action, in each of which cases the fees and expenses of the Indemnitee’s separate counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any action, suit or proceeding brought by or on behalf of the Company or as to which the Indemnitee shall have made the conclusion described provided for in (ii) of this Section 7(b)above; and (c) the Company shall not be liable to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without the Company’s its written consent. The Company shall be permitted to settle any action except that it shall not settle any action or claim in any manner which that would impose any penalty, equitable remedy or injunctive or other relief penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Company nor the Indemnitee shall will unreasonably withhold their its consent to any proposed settlement.

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice shall notify the Company of the commencement of any action, suit or proceeding, and of the receipt of any notice or threat that any such legal proceeding has been or shall or may be initiated against Indemnitee shall, if a claim in respect thereof is to be made (including any proceedings by or against the Company under this Agreementand any subsidiary thereof), notify the Company of the commencement thereofpromptly upon Indemnitee first becoming so aware; but the omission so to notify the Company shall will not relieve it the Company from any liability which it may have to Indemnitee under this Agreement unless and to the extent that such failure to provide notice materially and adversely prejudices the Company’s ability to defend such action. Notice to the Company shall be directed to the Chief Executive Officer or Chief Financial Officer of the Company at the address shown in the preamble to this Agreement (or such other address as the Company shall designate in writing to Indemnitee). With respect to any such action, suit or proceeding as to which Indemnitee notifies the Company of the commencement thereofthereof and without derogating from Sections 1.1 and 2: (a) the 7.1. The Company shall will be entitled to participate therein at its own expense;. (b) except 7.2. Except as otherwise provided below, to the extent that it may wishCompany, the Company alone or jointly with any other indemnifying party similarly notified shall notified, will be entitled to assume the defense thereof, with counsel reasonably satisfactory to Indemnitee. After notice from selected by the Company to Indemnitee of its election so to assume which counsel is reasonably reputable with experience in the defense thereof, the Company shall not be liable to Indemnitee under this Agreement for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided belowrelevant field. Indemnitee shall have the right to employ his or her own chosen counsel in such action, suit or proceeding proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee, unless unless: (i) the employment of such counsel by Indemnitee Ixxxxxxxxx has been authorized in writing by the Company, ; (ii) Indemnitee the Company shall have have, in good faith, reasonably concluded based on a written opinion of an independent legal counsel that there may be a conflict of interest between the Company and Indemnitee in the conduct of the defense of such action, suit or proceeding ; or (iii) the Company shall has not in fact have employed its counsel to assume the defense of such action, in each of which cases the reasonable fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any action, suit or proceeding brought by or on behalf of the Company or as to which Indemnitee the Company shall have made reached the conclusion described specified in (ii) above. In the event that Ixxxxxxxxx shall employ his or her own counsel, such counsel shall be fully updated on the defense procedure, and the Company and the counsel conducting the legal defense on behalf of this Section 7(b); andthe Company and the counsel conducting the legal defense on behalf of the Indemnitee shall cooperate with each other, as may be required, on the course of the defense. (c) the 7.3. The Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts or expenses paid in connection with a settlement of any action action, claim or claim otherwise, effected without the Company’s prior written consent. 7.4. The Company shall have the right to conduct the defense as it sees fit in its sole discretion (provided that the Company shall conduct the defense in good faith and in a diligent manner), including the right to settle or compromise any claim or to consent to the entry of any judgment against Indemnitee without the consent of the Indemnitee, provided that, the amount of such settlement, compromise or judgment does not settle exceed the Limit Amount (if applicable) and is fully indemnifiable pursuant to this Agreement (subject to Section 1.2 of this Agreement) and/or applicable law, and any action such settlement, compromise or claim in any manner which would judgment does not impose any penalty, equitable remedy or injunctive or other relief penalty or limitation on Indemnitee without the Indemnitee’s prior written consent. The Indemnitee’s consent shall not be required if the settlement includes a complete release of Indemnitee, does not contain any admission of wrong-doing by Indemnitee, and includes monetary sanctions only as provided above. In the case of criminal proceedings the Company and/or its legal counsel will not have the right to plead guilty or agree to a plea-bargain in the Indemnitee’s name without the Indemnitee’s prior written consent. Neither the Company nor Indemnitee shall will unreasonably withhold or delay their consent to any proposed settlement. 7.5. Indemnitee shall fully cooperate with the Company and shall give the Company all information and access to documents, files and to his advisors and representatives as shall be within Indemnitee’s power, in every reasonable way as may be required by the Company with respect to any claim which is the subject matter of this Agreement and in the defense of other claims asserted against the Company (other than claims asserted by Indemnitee), provided that the Company shall cover all expenses, costs and fees incidental thereto such that the Indemnitee will not be required to pay or bear such expenses, costs and fees, and provided, further, that Indemnitee shall not be required to take any action that would in any way prejudice his defense or waive any defense or position available to him in connection with any proceeding. 7.6. Neither the Company nor any of its agents, employees, directors or officers shall make any statement to the public or to any other person regarding any settlement of claims against Indemnitee that would in any manner cast any negative light, inference or aspersion against Indemnitee, and it shall be a requirement of such settlement that the terms of such settlement shall be confidential.

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceedingProceeding, Indemnitee shallwill, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company in writing of the commencement thereof; but the omission so to notify the Company shall will not relieve it from any liability which that it may have to Indemnitee. With Notwithstanding any other provision of this Agreement, with respect to any such action, suit or proceeding as to Proceeding of which Indemnitee notifies the Company of the commencement thereofCompany: (a) the The Company shall be entitled to participate therein at its own expense;; and (b) except Except as otherwise provided belowin this Section 14(b), to the extent that it may wish, the Company Company, jointly with any other indemnifying party similarly notified notified, shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election so to assume the defense thereof, the Company shall not be liable to Indemnitee under this Agreement for any legal or other expenses of counsel subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation or except as otherwise provided below. Indemnitee shall have the right to employ his Indemnitee’s own chosen counsel in such actionProceeding, suit or proceeding but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee, Indemnitee unless (i) the employment of such counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of the defense of such action, suit or proceeding action or (iii) the Company shall not within 60 calendar days of receipt of notice from Indemnitee in fact have employed its counsel to assume the defense of such the action, in each of which cases the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any action, suit or proceeding Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the conclusion described provided for in (ii) of this Section 7(b)above; and (c) If the Company has assumed the defense of a Proceeding, the Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim Proceeding effected without the Company’s written consent. The Company shall not settle any action or claim Proceeding in any manner which that would impose any penalty, equitable remedy or injunctive or other relief penalty or limitation on or disclosure obligation with respect to Indemnitee without Indemnitee’s written consent. Neither the Company nor Indemnitee shall will unreasonably withhold their its consent to any proposed settlement.

Notification and Defense of Claim. Promptly after receipt by the Indemnitee of (i) any summons, citation, subpoena, complaint, indictment, other document or information relating to any proceeding or matter which may be subject to indemnification hereunder or (ii) notice of the commencement of any investigation, action, suit or proceeding, the Indemnitee shallwill, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement thereofhereof; but provided that failure to notify the Company as aforesaid will not relieve the Company of its indemnification obligations pursuant hereto except to the extent that it has been actually and materially prejudiced as a result of such failure and provided further that the omission so to notify the Company shall will not relieve it from any liability which it may have to Indemniteethe Indemnitee otherwise than under this Agreement. With respect to any such investigation, action, suit or proceeding as to which the Indemnitee notifies the Company of the commencement thereofthereof and without derogating from Section 2.1: (a) the 8.1. The Company shall will be entitled to participate therein at its own expense;; and (b) except 8.2. Except as otherwise provided below, to the extent that it may wish, the Company jointly with any other indemnifying party similarly notified shall will be entitled to assume the defense thereof, with counsel selected by the Company, which counsel is reasonably reputable with experience in the relevant field and reasonably satisfactory to the Indemnitee. After notice from the Company to the Indemnitee of its election so to assume the defense thereof, the Company shall will not be liable to the Indemnitee under this Agreement for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. The Indemnitee shall have the right to employ his or her own chosen counsel in such action, suit or proceeding proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee, unless unless: (i) the employment of such counsel by the Indemnitee has been authorized in writing by the Company, ; (ii) the Indemnitee shall have reasonably have, based on a legal advice of counsel, concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of the defense of such action, suit or proceeding ; or (iii) the Company shall not in fact have employed its counsel to assume the defense of such action, within a reasonable time, in each of which cases the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any action, suit or proceeding brought by or on behalf of the Company or as to which the Indemnitee shall have made reached the conclusion described specified in (ii) of this Section 7(b); andabove. (c) the 8.3. The Company shall not be liable to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without the Company’s its prior written consent. The Company shall have the right to conduct the defense as it sees fit in its sole discretion (provided that the Company shall conduct the defense in good faith and in a diligent manner), including the right to settle or compromise any claim or to consent to the entry of any judgment against Indemnitee, provided that the Company shall not settle any action or claim in any manner which that would impose any penalty, equitable remedy or injunctive or other relief penalty or limitation on the Indemnitee without the Indemnitee’s prior written consent. However, in the case of civil proceedings, the Indemnitee’s consent shall not be required if (i) the settlement includes a complete release of Indemnitee, (ii) does not contain any admission of wrong-doing by Indemnitee, and (iii) includes monetary sanctions (without any admission of wrong-doing by Indemnitee) only up to the amount indemnifiable under this Agreement. In the case of criminal proceedings, the Company and/or its legal counsel will not have the right to plead guilty or agree to a plea-bargain in the Indemnitee’s name without the Indemnitee’s prior written consent. Neither the Company nor the Indemnitee shall will unreasonably withhold their its consent to any proposed settlement. 8.4. Without derogating of any of the Indemnitee’s rights and obligations, the Indemnitee shall use its reasonable efforts to advise the Company concerning all events which the Indemnitee is aware of and that the Indemnitee reasonably suspects would give rise to the initiation of legal proceedings against the Indemnitee in his capacity as an Officer of the Company. 8.5. Indemnitee shall fully cooperate with the Company and shall give the Company all information and access to documents, files and to his advisors and representatives as shall be within Indemnitee’s power, in every reasonable way as may be required by the Company with respect to any claim which is the subject matter of this Agreement and in the defense of other claims asserted against the Company (other than claims asserted by Indemnitee), provided that the Company shall cover all reasonable expenses, costs and fees incidental thereto such that the Indemnitee will not be required to pay or bear such expenses, costs and fees. In addition, at the request of the Company, the Indemnitee shall execute all documents reasonably required to enable the Company or its attorney as aforesaid to conduct the defense in the Indemnitee’s name, and to represent the Indemnitee in all matters connected therewith, in accordance with the aforesaid, provided that the Company shall cover all costs incidental thereto such that Indemnitee will not be required to pay the same or to finance the same himself.

Notification and Defense of Claim. Promptly Not later than thirty (30) days after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shallwill, if a claim in respect thereof thereto is to be made against the Company Corporation under this Agreement, notify the Company Corporation of the commencement thereof; , but the omission to so to notify the Company shall Corporation will not relieve it from any liability which it may have to IndemniteeIndemnitee otherwise than under this Agreement. With respect to any such action, suit or proceeding as to which Indemnitee notifies the Company Corporation of the commencement thereof: (a) the Company shall The Corporation will be entitled to participate therein at its own expense; (b) except Except as otherwise provided below, to the extent that it may wishCorporation may, the Company at its option and jointly with any other indemnifying party similarly notified shall be entitled and electing to assume such defense, assume the defense thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Company Corporation to Indemnitee of its election so to assume the defense thereof, the Company shall Corporation will not be liable to Indemnitee under this Agreement for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof other than thereof, except for reasonable costs of investigation or otherwise as otherwise provided below. . (c) Indemnitee shall have the right to employ his own chosen separate counsel in such action, suit or proceeding proceeding, but the fees and expenses of such counsel incurred after notice from the Company Corporation of its assumption of the defense thereof shall be at the expense of Indemnitee, Indemnitee unless (i) the employment of such counsel by Indemnitee has been authorized by the CompanyCorporation, (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company Corporation and Indemnitee in the conduct of the defense of such action, suit or proceeding or (iii) the Company Corporation shall not in fact have employed its counsel to assume the defense of such action, in each of which cases the fees and expenses of Indemnitee’s separate counsel shall be at the expense of the CompanyCorporation. The Company Corporation shall not be entitled to assume the defense of any action, suit or proceeding brought by or on behalf of the Company Corporation or as to which Indemnitee shall have made the conclusion described provided for in (ii) of this Section 7(b)above; and (cd) the Company The Corporation shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without the Company’s its written consent, which shall not be unreasonably withheld. The Company Corporation shall be permitted to settle any action, except that it shall not settle any action or claim in any manner which would impose any penalty, equitable remedy or injunctive or other relief penalty or limitation on Indemnitee without Indemnitee’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold their consent to any proposed settlement, which may be given or withheld in Indemnitee’s sole discretion.

Notification and Defense of Claim. Promptly after receipt by the Indemnitee of notice of the commencement of any action, suit or proceeding, the Indemnitee shallwill, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company in writing of the commencement thereof; but the omission to so to notify the Company shall will not relieve it the Company from any liability which that it may have to Indemniteethe Indemnitee otherwise than under this Agreement or otherwise, except to the extent that the Company may suffer material prejudice by reason of such failure. With Notwithstanding any other provision of this Agreement, with respect to any such action, suit or proceeding as to which the Indemnitee notifies gives notice to the Company of the commencement thereof: (a) the The Company shall will be entitled to participate therein at its own expense;. (b) except Except as otherwise provided belowin this Section 12(b), to the extent that it may wish, the Company Company, jointly with any other indemnifying party similarly notified notified, shall be entitled to assume the defense thereof, thereof with counsel reasonably satisfactory to the Indemnitee. After notice from the Company to the Indemnitee of its election to so to assume the defense thereof, the Company shall not be liable to the Indemnitee under this Agreement for any legal or other expenses Expenses subsequently incurred by the Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. The Indemnitee shall have the right to employ his the Indemnitee’s own chosen counsel in such actionaction or lawsuit, suit or proceeding but the fees and expenses Expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee, the Indemnitee unless (i) the employment of such counsel by the Indemnitee has been authorized in writing by the Company, (ii) 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 such actionaction and such determination by the Indemnitee shall be supported by an opinion of counsel, suit or proceeding which opinion shall be reasonably acceptable to the Company, or (iii) the Company shall not in fact have employed its counsel to assume the defense of such the action, in each of which cases the fees and expenses Expenses of Indemnitee’s counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any action, suit or proceeding brought by or on behalf of the Company or as to which the Indemnitee shall have made reached the conclusion described provided for in clause (ii) of this Section 7(b); andabove. (c) the The Company shall not be liable to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any action action, suit or claim proceeding effected without the Company’s its written consent, which consent shall not be unreasonably withheld. The Company shall not be required to obtain the consent of Indemnitee to settle any action action, suit or claim in any manner proceeding which would impose any penalty, equitable remedy or injunctive or other relief or limitation on Indemnitee without Indemnitee’s written consent. Neither the Company nor has undertaken to defend if the Company assumes full and sole responsibility for such settlement and such settlement grants Indemnitee a complete and unqualified release in respect of any potential liability. (d) If, at the time of the receipt of a notice of a claim pursuant to this Section 12, the Company has director and officer liability insurance in effect, the Company shall unreasonably withhold their consent give prompt notice of the commencement of such proceeding to any proposed settlementthe insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of the policies.

Notification and Defense of Claim. Promptly after receipt by Indemnitee the --------------------------------- Officer of notice of the commencement of any actionProceeding, suit or proceeding, Indemnitee shallthe Officer will, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement thereof; but the omission failure so to notify the Company shall not relieve it the Company from any liability which it may have to Indemniteethe Officer under this Agreement, unless and only to the extent that the failure to provide notice results in prejudice to the Company. With respect to any such action, suit or proceeding Proceeding as to which Indemnitee the Officer notifies the Company of the commencement thereof: (a) the Company shall will be entitled to participate therein at its own expense; (b) except as otherwise provided below, to the extent that it may wish, the Company jointly with any other indemnifying party similarly notified shall will be entitled to assume the defense thereof, with counsel reasonably satisfactory to Indemniteethe Officer. After notice from the Company to Indemnitee the Officer of its election so to assume the defense thereof, the Company shall will not be liable to Indemnitee the Officer under this Agreement for any legal or other expenses Expenses subsequently incurred by Indemnitee the Officer in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. Indemnitee The Officer shall have the right to employ his own chosen its counsel in such action, suit or proceeding proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee, unless the Officer unless: (i) the employment of such counsel by Indemnitee the Officer has been authorized by the Company, , (ii) Indemnitee shall have counsel to the Company reasonably concluded concludes and notifies the Officer that there may be a conflict of interest between the Company and Indemnitee the Officer in the conduct of the defense of such action, suit or proceeding or and the Officer notifies the Company after receiving such notice from the Company that he is engaging counsel, or (iii) the Company shall not in fact have employed its counsel to assume the defense of such action, in . In each of which cases the fees and expenses of Indemnitee’s counsel foregoing three cases, the Company shall be at reimburse the expense of the CompanyOfficer for all Expenses incurred by him. The Company shall not be entitled to assume the defense of any action, suit or proceeding Proceeding brought by or on behalf of the Company or as to which Indemnitee the Officer shall have made the conclusion described referred to in (ii) of this Section 7(b)above; and (c) the Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without the Company’s written consent. The Company shall not settle any action or claim Proceeding in any manner which would impose any penalty, equitable remedy or injunctive or other relief penalty or limitation on Indemnitee the Officer without Indemnitee’s the Officer's prior written consent. Neither the Company nor Indemnitee shall unreasonably withhold their consent to any proposed settlement.

Notification and Defense of Claim. (a) Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shall, if a claim in respect thereof is to be made against the Company under this Agreement, shall notify the Company of the commencement thereof; but the omission so . The failure to promptly notify the Company shall not relieve it from any liability which it may have to Indemnitee. With respect to any such action, suit or proceeding as to which Indemnitee notifies the Company of the commencement thereof: (a) of the proceeding, or Indemnitee’s request for indemnification, will not relieve the Company shall be entitled from any liability that it may have to participate therein at Indemnitee hereunder, except to the extent the Company is prejudiced in its own expense;defense of such proceeding as a result of such failure. (b) except as otherwise provided belowIf any action, proceeding, claim or demand shall be brought or asserted against Indemnitee or any alternate director appointed by him to act on his behalf in respect of which indemnity may be sought against the extent that it may wishCompany, the Company jointly with any other indemnifying party similarly notified Company, if appropriate, shall be entitled to assume the defense thereofof such proceeding, with counsel reasonably satisfactory acceptable to Indemnitee. After notice from , upon the Company delivery to Indemnitee of written notice of its election so to assume do so. After delivery of such notice, approval of such counsel by Indemnitee and the defense thereofretention of such counsel by the Company, the Company shall will not be liable to Indemnitee under this Agreement Deed for any legal or other expenses fees of counsel subsequently incurred by Indemnitee in connection with respect to the defense thereof other than reasonable costs of investigation or as otherwise same proceeding, provided below. that (1) Indemnitee shall have the right to employ his Indemnitee’s own chosen counsel in such action, suit or proceeding but the fees at Indemnitee’s expense and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee, unless (2) if (i) the employment of such counsel by Indemnitee has been previously authorized in writing by the Company, (ii) counsel to the Company or Indemnitee shall have reasonably concluded that there may be a conflict of interest or position, or reasonably believes that a conflict is likely to arise, on any significant issue between the Company and Indemnitee in the conduct of the any such defense of such action, suit or proceeding or (iii) the Company shall not not, in fact fact, have employed its counsel to assume the defense of such actionproceeding, in each of which cases then the fees and expenses Expenses of Indemnitee’s counsel shall be at the expense of the Company, except as otherwise expressly provided by this Deed. Notwithstanding the foregoing, in the case of clause (iii) of the preceding sentence, Indemnitee acknowledges that, in connection with any one such proceeding involving at least one other party to whom the Company owes obligations identical or similar to those owed to Indemnitee under this Deed, or separate but substantially similar proceedings arising out of the same general allegations and involving at least one other party to whom the Company owes obligations identical or similar to those owed to Indemnitee under this Deed, the Company will not be liable for the Expenses of more than one separate firm of attorneys (in addition to any local counsel necessary for the representation). The Company shall not be entitled entitled, without the consent of Indemnitee, to assume the defense of any action, suit or proceeding claim brought by or on behalf in the right of the Company or as to which counsel for the Company or Indemnitee shall have reasonably made the conclusion described provided for in clause (ii) of this Section 7(b); and (c) the Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without the Company’s written consent. The Company shall not settle any action or claim in any manner which would impose any penalty, equitable remedy or injunctive or other relief or limitation on Indemnitee without Indemnitee’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold their consent to any proposed settlementabove.

Notification and Defense of Claim. Promptly after receipt by the Indemnitee of notice of the commencement of any action, suit or proceeding, the Indemnitee shallwill, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company in writing of the commencement thereof; but the omission to so to notify the Company shall will not relieve it the Company from any liability which that it may have to Indemniteethe Indemnitee otherwise than under this Agreement or otherwise, except to the extent that the Company may suffer material prejudice by reason of such failure. With Notwithstanding any other provision of this Agreement, with respect to any such action, suit or proceeding as to which the Indemnitee notifies gives notice to the Company of the commencement thereof: (a) the The Company shall will be entitled to participate therein at its own expense;. (b) except Except as otherwise provided belowin this Section 12(b), to the extent that it may wish, the Company Company, jointly with any other indemnifying party similarly notified notified, shall be entitled to assume the defense thereof, thereof with counsel reasonably satisfactory to the Indemnitee. After notice from the Company to the Indemnitee of its election to so to assume the defense thereof, the Company shall not be liable to the Indemnitee under this Agreement for any legal or other expenses Expenses subsequently incurred by the Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. The Indemnitee shall have the right to employ his the Indemnitee's own chosen counsel in such actionaction or lawsuit, suit or proceeding but the fees and expenses Expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee, the Indemnitee unless (i) the employment of such counsel by the Indemnitee has been authorized by the Company, (ii) 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 such actionaction and such determination by the Indemnitee shall be supported by an opinion of counsel, suit or proceeding which opinion shall be reasonably acceptable to the Company, or (iii) the Company shall not in fact have employed its counsel to assume the defense of such the action, in each of which cases the fees and expenses Expenses of Indemnitee’s counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any action, suit or proceeding brought by or on behalf of the Company or as to which the Indemnitee shall have made reached the conclusion described provided for in clause (ii) of this Section 7(b); andabove. (c) the The Company shall not be liable to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without the Company’s its written consent, which consent shall not be unreasonably withheld. The Company shall not be required to obtain the consent of Indemnitee to settle any action or claim in any manner which would impose any penalty, equitable remedy or injunctive or other relief or limitation on Indemnitee without Indemnitee’s written consent. Neither the Company nor has undertaken to defend if the Company assumes full and sole responsibility for such settlement and such settlement grants Indemnitee a complete and unqualified release in respect of potential liability. (d) If, at the time of the receipt of a notice of a claim pursuant to this Section 12, the Company has director and officer liability insurance in effect, the Company shall unreasonably withhold their consent give prompt notice of the commencement of such proceeding to any proposed settlementthe insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of the policies.

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of any claim against Indemnitee or the commencement of any action, suit or proceedingProceeding, Indemnitee shallwill, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company of the assertion of any such claim or the commencement thereof; but the omission so to notify the Company shall will not relieve it from any liability under this Agreement unless such delay in notification actually prejudiced the Company (and then only to the extent the Company was actually prejudiced thereby) and in addition, the Company shall not be relieved from any liability which it may have to IndemniteeIndemnitee otherwise than under this Agreement. With respect to any such action, suit or proceeding Proceeding as to which Indemnitee notifies the Company of the commencement thereof: (a) the The Company shall will be entitled to participate therein at its own expense;. (b) except Except as otherwise provided below, to the extent that it may wish, the Company jointly with any other indemnifying party similarly notified shall will be entitled to assume the defense thereof, thereof with counsel reasonably satisfactory to Indemnitee. After notice from , provided that, notwithstanding the Company to Indemnitee Company's assumption of its election so to assume the defense thereofsuch defense, the Company shall not be liable to Indemnitee under this Agreement for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ his own chosen retain separate counsel in such action, suit or proceeding but and the Company shall pay all reasonable fees and expenses of such counsel incurred after notice from and all other reasonable expenses of Indemnitee in connection with such Proceeding. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company of its assumption of the defense thereof shall be at the expense of Indemnitee, unless (i) the employment of such counsel by Indemnitee has been authorized by the Company, (ii) or as to which Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of the defense of such action, suit or proceeding or (iii) the Company shall not in fact have employed its counsel to assume the defense of such action, in each of which cases the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any action, suit or proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the conclusion described in (ii) of this Section 7(b); and. (c) the The Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without the Company’s its written consent. The Company shall not settle any action or claim in any manner which would impose any penalty, equitable remedy or injunctive or other relief penalty or limitation on Indemnitee without Indemnitee’s 's written consent. Neither the Company nor Indemnitee shall will unreasonably withhold their consent to any proposed settlement.

Notification and Defense of Claim. Promptly after receipt by the Indemnitee of notice of the commencement of any action, suit or proceeding, the Indemnitee shallwill, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company in writing of the commencement thereof; but the omission to so to notify the Company shall will not relieve it the Company from any liability which that it may have to Indemniteethe Indemnitee under this Agreement or otherwise, except to the extent that the Company may suffer material prejudice by reason of such failure. With Notwithstanding any other provision of this Agreement, with respect to any such action, suit or proceeding as to which the Indemnitee notifies gives notice to the Company of the commencement thereof: (a) the The Company shall will be entitled to participate therein at its own expense;. (b) except Except as otherwise provided belowin this Section 12(b), to the extent that it may wish, the Company Company, jointly with any other indemnifying party similarly notified notified, shall be entitled to assume the defense thereof, thereof with counsel reasonably satisfactory to the Indemnitee. After notice from the Company to the Indemnitee of its election to so to assume the defense thereof, the Company shall not be liable to the Indemnitee under this Agreement for any legal or other expenses Expenses subsequently incurred by the Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. The Indemnitee shall have the right to employ his the Indemnitee’s own chosen counsel in such actionaction or lawsuit, suit or proceeding but the fees and expenses Expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee, the Indemnitee unless (i) the employment of such counsel by the Indemnitee has been authorized by the Company, (ii) 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 such actionaction and such determination by the Indemnitee shall be supported by an opinion of counsel, suit or proceeding which opinion shall be reasonably acceptable to the Company, or (iii) the Company shall not in fact have employed its counsel to assume the defense of such the action, in each of which cases the fees and expenses Expenses of Indemnitee’s counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any action, suit or proceeding brought by or on behalf of the Company or as to which the Indemnitee shall have made reached the conclusion described provided for in clause (ii) of this Section 7(b); andabove. (c) the The Company shall not be liable to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without the Company’s its written consent, which consent shall not be unreasonably withheld. The Company shall not be required to obtain the consent of Indemnitee to settle any action or claim in any manner which would impose any penalty, equitable remedy or injunctive or other relief or limitation on Indemnitee without Indemnitee’s written consent. Neither the Company nor has undertaken to defend if the Company assumes full and sole responsibility for such settlement and such settlement grants Indemnitee a complete and unqualified release in respect of potential liability. (d) If, at the time of the receipt of a notice of a claim pursuant to this Section 12, the Company has director and officer liability insurance in effect, the Company shall unreasonably withhold their consent give prompt notice of the commencement of such proceeding to any proposed settlementthe insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of the policies.

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement or threatened commencement of any action, suit or proceeding, Indemnitee shallwill, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement thereof; but the omission so to notify the Company shall will not relieve it from any liability which it may have to IndemniteeIndemnitee otherwise than under this Agreement. With respect to any such action, suit or proceeding as to which Indemnitee notifies the Company of the commencement thereof: (a) the The Company shall will be entitled to participate therein at its own expense;; and (b) except Except as otherwise provided below, to the extent that it may wish, the Company jointly with any other indemnifying party similarly notified shall will be entitled to assume the defense thereof, with counsel reasonably satisfactory selected by the Company and consented to by Indemnitee, which consent shall not be unreasonably withheld. After notice from the Company to Indemnitee of its election so to assume the defense thereof, the Company shall will not be liable to Indemnitee under this Agreement for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ his own chosen counsel in such action, suit or proceeding but the fees and expenses of such counsel incurred after the notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee, Indemnitee unless (i) the employment of such counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee exists in the conduct of the defense of such action, suit or proceeding ; or (iii) the Company shall not in fact have employed its counsel to assume the defense of such action, in each of which cases the reasonable fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any action, suit or proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made a conflict of interest exists between the conclusion described in (ii) of this Section 7(b); and (c) the Company and Indemnitee. The Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without the Company’s its written consent. The Company shall not settle any action or claim in any manner which that would impose any penalty, equitable remedy or injunctive or other relief penalty or limitation on Indemnitee without Indemnitee’s 's written consent. Neither the Company nor Indemnitee shall will unreasonably withhold their its consent to any proposed settlement.

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, the Indemnitee shallwill, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement thereof; , but the omission to so to notify the Company shall will not relieve it the Company from any liability which that it may have to Indemniteethe Indemnitee otherwise than under this Agreement. With respect to any such action, suit or proceeding as to which the Indemnitee so notifies the Company of the commencement thereofCompany: (a) the a. The Company shall will be entitled to participate therein at its own expense;. (b) except b. Except as otherwise provided below, to the extent that it may wish, the Company jointly with any other indemnifying party similarly notified shall be entitled to may assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee. After notice from the Company to the Indemnitee of its election so to assume the defense thereofdefense, the Company shall will not be liable to the Indemnitee under this Agreement for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof thereof, other than reasonable costs of investigation or as otherwise provided below. The Indemnitee shall have the right to employ his own chosen counsel in such action, suit or proceeding proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee, unless the Indemnitee unless: (i) the employment of such counsel by the Indemnitee has been authorized by the Company, ; (ii) 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 such action, suit or proceeding ; or (iii) the Company shall not in fact have employed its counsel to assume the defense of such action, in each of which cases the fees and expenses of the Indemnitee’s 's counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any action, suit or proceeding brought by or on behalf of the Company or as to which the Indemnitee shall have made come to the conclusion described provided for in (ii) of this Section 7(b)above; and (c) the c. The Company shall not be liable to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without the Company’s its written consent. The Company shall not settle any action or claim in any manner which that would impose any penalty, equitable remedy or injunctive or other relief penalty or limitation on the Indemnitee without the Indemnitee’s 's written consent. Neither the Company nor the Indemnitee shall will unreasonably withhold their its or his consent to any proposed settlement.

Notification and Defense of Claim. Promptly Not later than thirty (30) days after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shallwill, if a claim in respect thereof is to be made against the Company Corporation under this Agreement, notify the Company Corporation of the commencement thereof; but the omission so to notify the Company shall Corporation will not relieve it from any liability which it may have to IndemniteeIndemnitee otherwise than under this Agreement. With respect to any such action, suit or proceeding as to which Indemnitee notifies the Company Corporation of the commencement thereof: (a) a. the Company shall Corporation will be entitled to participate therein at its own expense; (b) b. except as otherwise provided below, to the extent that it may wish, the Company Corporation jointly with any other indemnifying party similarly notified shall will be entitled to assume the defense thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Company Corporation to Indemnitee of its election so as to assume the defense thereof, the Company shall Corporation will not be liable to Indemnitee under this Agreement for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ his own chosen its counsel in such action, suit or proceeding but the fees and expenses of such counsel incurred after notice from the Company Corporation of its assumption of the defense thereof shall be at the expense of Indemnitee, Indemnitee unless (i) the employment of such counsel by Indemnitee has been authorized by the CompanyCorporation, (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company Corporation and Indemnitee in the conduct of the defense of such action, suit or proceeding action or (iii) the Company Corporation shall not in fact have employed its counsel to assume the defense of such action, in each of which cases the fees and expenses of Indemnitee’s 's separate counsel shall be at the expense of the CompanyCorporation. The Company Corporation shall not be entitled to assume the defense of any action, suit or proceeding brought by or on behalf of the Company Corporation or as to which Indemnitee shall have made the conclusion described provided for in (ii) of this Section 7(b)above; and (c) c. the Company Corporation shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without the Company’s its written consent. The Company Corporation shall be permitted to settle any action except that it shall not settle any action or claim in any manner which would impose any penalty, equitable remedy or injunctive or other relief penalty or limitation on Indemnitee without Indemnitee’s 's written consent. Neither the Company Corporation nor Indemnitee shall will unreasonably withhold their its consent to any proposed settlement.

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement of agrees promptly, but in any actionevent no later than 45 days, suit or proceeding, Indemnitee shall, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement thereof; but the omission so to notify the Company in writing upon being served with or otherwise receiving any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or any other matter that may be subject to indemnification hereunder. The failure to notify the Company promptly shall not relieve it the Company from any liability which obligation that it may have to IndemniteeIndemnitee under this Agreement or otherwise unless and only to the extent that the Company is prejudiced materially by such failure. With respect to any such action, suit or proceeding Proceeding as to which Indemnitee notifies the Company of the commencement thereof: (a) the Company shall be entitled to participate therein at its own expense; (b) except as otherwise provided below, to the extent that it may wish, the Company Company, jointly with any other indemnifying party similarly notified notified, shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its the Company’s election so to assume the defense thereof, the Company shall not be liable to Indemnitee under this Agreement for any legal or other expenses Expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided belowherein. Indemnitee shall have the right to employ his Indemnitee’s own chosen counsel in such actionProceeding, suit or proceeding but the fees and expenses Expenses associated with the employment of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee, Indemnitee unless (i) the employment of such counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee shall have reasonably concluded based on the advice of counsel that there may be a conflict of interest between the Company and Indemnitee in the conduct of the defense of such action, suit or proceeding Proceeding or (iii) the Company shall not in fact have employed its counsel to assume the defense of such actionProceeding, and in each of which cases case the fees and expenses Expenses of Indemnitee’s separate counsel shall be at the expense of borne by the Company. The Company shall not be entitled to assume the defense of any action, suit or proceeding Proceeding brought by or on behalf of the Company or as to which in the case that Indemnitee shall have made the conclusion described provided for in clause (ii) of this Section 7(b)the preceding sentence; and (c) the Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim Proceeding effected without the Company’s written consent, which consent shall not be unreasonably withheld. The Company shall be permitted to settle any Proceeding, except that it shall not settle any action or claim Proceeding in any manner which that does not provide for the unconditional release from liability of Indemnitee or would impose any penalty, equitable remedy or injunctive or other relief out-of-pocket liability or limitation on Indemnitee without Indemnitee’s written consent. Neither the Company nor Indemnitee , which consent shall not be unreasonably withhold their consent to any proposed settlementwithheld.

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shall, if a claim in request with respect thereof thereto is to be made against the Company under this Agreement, Indemnitee shall notify the Company of the commencement thereof; but the omission so failure by Indemnitee to notify the Company shall will not relieve it from the Company of any liability which it may have to IndemniteeIndemnitee under this Agreement or otherwise. With respect to any such action, suit or proceeding as to which Indemnitee notifies the Company of the commencement thereofas required herein: (a) the The Company shall be entitled to participate therein at its own expense; (b) except Except as otherwise provided below, to the extent that it may wish, the Company Company, jointly with any other indemnifying party similarly notified notified, shall be entitled to assume the defense thereof, of Indemnitee with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election so to assume the defense thereofof Indemnitee in the action, suit or proceeding, the Company shall will not be liable to Indemnitee under this Agreement for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof thereof, other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ his its own chosen counsel in such action, suit or proceeding proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the sole expense of Indemnitee, Indemnitee unless (i) the employment of such counsel by Indemnitee at the Company’s expense has been authorized in writing by the Company, ; (ii) Indemnitee shall have reasonably concluded concluded, upon advice of counsel experienced in such matters, that there may be a conflict of interest between the Company and Indemnitee in the conduct of the defense of such action, suit or proceeding ; or (iii) the Company shall not in fact have employed its counsel to assume the defense of such action, suit or proceeding. In each such instance set forth in each (i) through (iii) of which cases this paragraph (b), the fees and expenses reasonable cost of Indemnitee’s counsel shall be at the expense of borne by the Company. The Notwithstanding the foregoing, the Company shall not be entitled to assume the defense of any action, suit or proceeding brought against Indemnitee by or on behalf of the Company or as to which Indemnitee shall have reasonably made the conclusion described provided in (ii) of this Section 7(b)above; and (c) the The Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without the Company’s prior written consent. The Company shall not settle any action or claim in any manner which that would impose any penalty, equitable remedy or injunctive or other relief penalty or limitation on Indemnitee without Indemnitee’s prior written consent. Neither the Company nor Indemnitee shall will unreasonably withhold their consent to any proposed settlement.

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceedingProceeding, Indemnitee shallwill, if a claim in respect thereof is to be made against the Company Corporation under this Agreement, notify the Company Corporation of the commencement thereof; but the omission so to notify the Company shall Corporation will not relieve it from any liability which it may have to IndemniteeIndemnitee otherwise than under this Agreement. With respect to any such action, suit or proceeding Proceeding as to which Indemnitee notifies the Company Corporation of the commencement thereof: (a) the Company shall The Corporation will be entitled to participate therein at its own expense; (b) except Except as otherwise provided below, to the extent that it may wish, the Company Corporation jointly with any other indemnifying party similarly notified shall will be entitled to assume the defense thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Company Corporation to Indemnitee of its election so to assume the defense thereof, the Company shall Corporation will not be liable to Indemnitee under this Agreement for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ his own chosen counsel in such action, suit or proceeding proceeding, but the fees and expenses of such counsel incurred after notice from the Company Corporation of its assumption of the defense thereof shall be at the expense of Indemnitee, Indemnitee unless (i) the employment of such counsel by Indemnitee has been authorized by the CompanyCorporation, (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company Corporation and Indemnitee in the conduct of the defense of such action, suit or proceeding or (iii) the Company Corporation shall not in fact have employed its counsel to assume the defense of such action, in each of which cases the fees and expenses of Indemnitee’s counsel for Indemnitee shall be at paid by the expense of Corporation to the Companyextent provided herein. The Company Notwithstanding the foregoing, the Corporation shall not be entitled to assume the defense of any action, suit or proceeding brought by or on behalf of the Company or Proceeding as to which Indemnitee shall have made the conclusion described provided for in (ii) of this Section 7(b)above; and (c) the Company The Corporation shall not be liable to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any action or claim Proceeding effected without the Company’s written consentconsent of the Corporation. The Company Corporation shall not settle any action or claim Proceeding in any manner which would impose any penalty, equitable remedy or injunctive or other relief penalty or limitation on Indemnitee without the Indemnitee’s written consent. Neither the Company Corporation nor Indemnitee shall will unreasonably withhold their or delay the consent of the Corporation or Indemnitee to any proposed settlement.

Notification and Defense of Claim. 6.1 Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shall, if a claim in respect thereof is to be made against the Company under this AgreementBank hereunder, notify the Company Bank of the commencement thereof; but the omission so . The failure to promptly notify the Company shall Bank of the commencement of the action, suit, or proceeding, or Indemnitee’s request for indemnification, will not relieve it the Bank from any liability which that it may have to Indemnitee. With respect Indemnitee hereunder, except to any the extent the Bank is prejudiced in its defense of such action, suit or proceeding as to which Indemnitee notifies a result of such failure. 6.2 In the Company of event the commencement thereof: (a) the Company Bank shall be entitled obligated to participate therein at its own expense; (b) except pay the expenses of Indemnitee with respect to an action, suit or proceeding, as otherwise provided below, to the extent that it may wishin this Agreement, the Company jointly with any other indemnifying party similarly notified Bank, if appropriate, shall be entitled to assume the defense thereofof such action, suit or proceeding, with counsel reasonably satisfactory acceptable to Indemnitee. After notice from , upon the Company delivery to Indemnitee of written notice of its election so to assume do so. After delivery of such notice, approval of such counsel by Indemnitee and the defense thereofretention of such counsel by the Bank, the Company shall Bank will not be liable to Indemnitee under this Agreement for any legal or other expenses fees of counsel subsequently incurred by Indemnitee in connection with respect to the defense thereof other than reasonable costs of investigation same action, suit or as otherwise proceeding, provided below. that (1) Indemnitee shall have the right to employ his Indemnitee’s own chosen counsel in such action, suit or proceeding but the fees at Indemnitee’s own expense and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee, unless (2) if (i) the employment of such counsel by Indemnitee has been previously authorized in writing by the CompanyBank, (ii) counsel to the Bank or Indemnitee shall have reasonably concluded that there may be a conflict of interest or position, or reasonably believes that a conflict is likely to arise, on any significant issue between the Company Bank and Indemnitee in the conduct of the defense of any such actiondefense, suit or proceeding or (iii) the Company Bank shall not not, in fact fact, have employed its counsel to assume the defense of such action, in each of which cases suit or proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the CompanyBank, except as otherwise expressly provided by this Agreement. The Company Bank shall not be entitled entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Bank or as to which counsel for the Bank or Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. 6.3 Notwithstanding any other provision of this Agreement to the contrary, to the extent that Indemnitee is, by reason of Indemnitee’s corporate status with respect to the Bank, a witness or otherwise participates in any action, suit or proceeding brought at a time when Indemnitee is not a party to the action, suit or proceeding, the Bank shall indemnify Indemnitee against all expenses (including attorneys’ fees) actually and reasonable incurred by Indemnitee or on behalf of the Company or as to which Indemnitee shall have made the conclusion described in (ii) of this Section 7(b); and (c) the Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without the Company’s written consent. The Company shall not settle any action or claim in any manner which would impose any penalty, equitable remedy or injunctive or other relief or limitation on Indemnitee without Indemnitee’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold their consent to any proposed settlementbehalf in connection therewith.

Notification and Defense of Claim. Promptly after receipt by Indemnitee Director of notice of the commencement of any action, claim, suit or proceeding, Indemnitee shall, if proceeding against him by reason of his status as a claim in respect thereof is to be made against Director of the Company under this Agreementor any other capacity referenced herein, Director will notify the Company of the commencement thereof; but provided, however, that the omission to so to notify the Company shall will not relieve it Company from any liability which it may have to IndemniteeDirector under this Agreement unless and only to the extent that Company's rights are actually prejudiced by such failure. With respect to any such action, claim, suit or proceeding as to which Indemnitee Director notifies the Company of the commencement thereof: (a) the Company shall will be entitled to participate therein at its own expense;; and, (b) except Except as otherwise provided below, to the extent that it may wish, the Company jointly with any other indemnifying party similarly notified shall will be entitled to assume the defense thereof, with counsel reasonably satisfactory to IndemniteeDirector. After notice from the Company to Indemnitee Director of its election to so to assume the defense thereof, the Company shall will not be liable to Indemnitee Director under this Agreement for any legal or other expenses subsequently incurred by Indemnitee Director in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ his own chosen counsel in such action, suit or proceeding but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee, unless (i) the employment of such counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee Director shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee Director in the conduct of the defense of such action, suit or proceeding or (iii) the Company shall not in fact have employed its counsel to assume the defense of such actionwhich case, in each of which cases the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any action, claim, suit or proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the conclusion described in (ii) of this Section 7(b); andCompany; (c) the Company shall not be liable to indemnify Indemnitee Director under this Agreement for any amounts paid in settlement of any action or claim effected without the Company’s its written consent. The Company shall not settle any action or claim in any manner which would impose any penalty, equitable remedy or injunctive or other relief penalty or limitation on Indemnitee Director without IndemniteeDirector’s written consent. Neither the Company nor Indemnitee shall Director will unreasonably withhold their consent to any proposed settlement.

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice shall notify the Company of the commencement of any action, suit or proceeding, and of the receipt of any notice or threat that any such legal proceeding has been or shall or may be initiated against Indemnitee shall, if a claim in respect thereof is to be made (including any proceedings by or against the Company under this Agreementand any subsidiary thereof), notify the Company of the commencement thereofpromptly upon Indemnitee first becoming so aware; but the omission so to notify the Company shall will not relieve it the Company from any liability which it may have to Indemnitee under this Agreement unless and to the extent that such failure to provide notice prejudices the Company’s ability to defend such action. Notice to the Company shall be directed to the Chief Executive Officer or Chief Financial Officer of the Company at the address shown in the preamble to this Agreement (or such other address as the Company shall designate in writing to Indemnitee). With respect to any such action, suit or proceeding as to which Indemnitee notifies the Company of the commencement thereofthereof and without derogating from Sections 1.1 and 2: (a) the 7.1. The Company shall will be entitled to participate therein at its own expense;. (b) except 7.2. Except as otherwise provided below, to the extent that it may wishCompany, the Company alone or jointly with any other indemnifying party similarly notified shall notified, will be entitled to assume the defense thereof, with counsel reasonably satisfactory to Indemnitee. After notice from selected by the Company to Indemnitee of its election so to assume the defense thereof, the Company shall not be liable to Indemnitee under this Agreement for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided belowCompany. Indemnitee shall have the right to employ his or her own chosen counsel in such action, suit or proceeding proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee, unless unless: (i) the employment of such counsel by Indemnitee Xxxxxxxxxx has been authorized in writing by the Company, ; (ii) Indemnitee shall have the Company, in good faith, reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of the defense of such action, suit or proceeding ; or (iii) the Company shall has not in fact have employed its counsel to assume the defense of such actionaction within reasonable time, in each of which cases the reasonable fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any action, suit or proceeding brought by or on behalf of the Company or as to which Indemnitee and the Company shall have made reached the conclusion described specified in (ii) of this Section 7(b); andabove. (c) the 7.3. The Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts or expenses paid in connection with a settlement of any action action, claim or claim otherwise, effected without the Company’s prior written consent. 7.4. The Company shall have the right to conduct the defense as it sees fit in its sole discretion (provided that the Company shall conduct the defense in good faith and in a diligent manner), including the right to settle or compromise any claim or to consent to the entry of any judgment against Indemnitee without the consent of the Indemnitee, provided that, the amount of such settlement, compromise or judgment does not settle exceed the Limit Amount (if applicable) and is fully indemnifiable pursuant to this Agreement (subject to Section 1.2 of this Agreement) and/or applicable law, and any action such settlement, compromise or claim in any manner which would judgment does not impose any penalty, equitable remedy or injunctive or other relief penalty or limitation on Indemnitee without the Indemnitee’s prior written consent. The Indemnitee’s consent shall not be required if the settlement includes a complete release of Indemnitee, does not contain any admission of wrong-doing by Indemnitee, and includes monetary sanctions only as provided above. In the case of criminal proceedings the Company and/or its legal counsel will not have the right to plead guilty or agree to a plea-bargain in the Indemnitee’s name without the Indemnitee’s prior written consent. Neither the Company nor Indemnitee shall will unreasonably withhold or delay their consent to any proposed settlement. 7.5. Indemnitee shall fully cooperate with the Company and shall give the Company all information and access to documents, files and to his or her advisors and representatives as shall be within Indemnitee’s power, in every reasonable way as may be required by the Company with respect to any claim which is the subject matter of this Agreement and in the defense of other claims asserted against the Company (other than claims asserted by Indemnitee), provided that the Company shall cover all expenses, costs and fees incidental thereto such that the Indemnitee will not be required to pay or bear such expenses, costs and fees.

Notification and Defense of Claim. Promptly after receipt by the Indemnitee of notice of any Proceeding, the commencement of any action, suit or proceeding, Indemnitee shallwill, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company in writing of the commencement thereof; but the omission so to notify the Company shall will not relieve it from any liability which that it may have to the Indemnitee. With Notwithstanding any other provision of this Agreement, with respect to any such action, suit or proceeding as to Proceeding of which the Indemnitee notifies the Company of the commencement thereofCompany: (a) the Company shall be entitled to participate therein at its own expense;; and (b) except as otherwise provided belowin this Section 14(b), to the extent that it may wish, the Company Company, jointly with any other indemnifying party similarly notified notified, shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee. After notice from the Company to the Indemnitee of its election so to assume the defense thereof, the Company shall not be liable to the Indemnitee under this Agreement for any legal or other expenses of counsel subsequently incurred by the Indemnitee in connection with the defense thereof other than reasonable costs of investigation or except as otherwise provided below. The Indemnitee shall have the right to employ his the Indemnitee's own chosen counsel in such actionProceeding, suit or proceeding but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemniteethe Indemnitee unless, unless (i) the employment of such counsel by the Indemnitee has been authorized by the Company, (ii) 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 such action, suit or proceeding or (iii) the Company shall not within 15 days of receipt of notice from the Indemnitee in fact have employed its counsel to assume the defense of such the action, in each of which cases the fees and expenses of the Indemnitee’s 's counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any action, suit or proceeding Proceeding brought by or on behalf of the Company or as to which the Indemnitee shall have made the conclusion described provided for in (ii) of this Section 7(b)above; and (c) if the Company has assumed the defense of a Proceeding, the Company shall not be liable to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any action or claim Proceeding effected without the Company’s 's prior written consent. The Company shall not settle any action or claim Proceeding in any manner which that would impose any penalty, equitable remedy or injunctive or other relief penalty or limitation on or disclosure obligation with respect to the Indemnitee without the Indemnitee’s 's prior written consent. Neither the Company nor the Indemnitee shall will unreasonably withhold their its consent to any proposed settlement.

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceedingProceeding, Indemnitee shall, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company in writing of the commencement thereof; but the omission so to notify the Company shall not relieve it from any liability which that it may have to Indemnitee. With Notwithstanding any other provision of this Agreement, with respect to any such action, suit or proceeding as to Proceeding of which Indemnitee notifies the Company of the commencement thereofCompany: (a) the The Company shall be entitled to participate therein at its own expense;; and (b) except Except as otherwise provided belowin this Section 14(b), to the extent that it may wish, the Company Company, jointly with any other indemnifying party similarly notified notified, shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election so to assume the defense thereof, the Company shall not be liable to Indemnitee under this Agreement for any legal or other expenses of counsel subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation or except as otherwise provided below. Indemnitee shall have the right to employ his Indemnitee’s own chosen counsel in such actionProceeding, suit or proceeding but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee, Indemnitee unless (i) the employment of such counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of the defense of such actionProceeding, suit or proceeding or (iii) the Company shall not within 60 calendar days of receipt of notice from Indemnitee in fact have employed its counsel to assume the defense of such actionthe Proceeding, in each of which cases the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any action, suit or proceeding Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the conclusion described provided for in (ii) of this Section 7(b)above; and (c) If the Company has assumed the defense of a Proceeding, the Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim Proceeding effected without the Company’s written consent. The Company shall not settle any action or claim Proceeding in any manner which that would impose any penalty, equitable remedy or injunctive or other relief penalty or limitation on or disclosure obligation with respect to Indemnitee without Indemnitee’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold their its consent to any proposed settlement.

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceedingProceeding, Indemnitee shallwill, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company in writing of the commencement thereof; but the omission failure so to notify the Company shall will not relieve it from any liability which that it may have to Indemnitee, except to the extent but only to the extent the Company is actually and materially prejudiced in its defense of such Proceeding as a result of such failure. With Notwithstanding any other provision of this Agreement, with respect to any such action, suit or proceeding as to Proceeding of which Indemnitee notifies the Company of the commencement thereofCompany: (a) the The Company shall be entitled to participate therein at its own expense;; and (b) except Except as otherwise provided belowin this Section 14(b), to the extent that it may wish, the Company Company, jointly with any other indemnifying party similarly notified notified, shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election so to assume the defense thereof, the Company shall not be liable to Indemnitee under this Agreement for any legal or other expenses of counsel subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation or except as otherwise provided below. Indemnitee shall have the right to employ his Indemnitee’s own chosen counsel in such actionProceeding, suit or proceeding but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof and engagement of counsel with respect thereto shall be at the expense of Indemnitee, unless (i) the employment of such counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee or Indemnitee’s counsel shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of the defense of such action, suit or proceeding action or (iii) the Company shall not have delivered to Indemnitee, within a reasonable time before the expiration of the time period allotted by law to Indemnitee to move, answer or otherwise plead in fact have employed response to the notice of the commencement of such Proceeding, notice of its counsel to assume assumption of the defense thereof and engagement of such actioncounsel with respect thereto, in each of which cases the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any action, suit or proceeding Proceeding brought by or on behalf in the right of the Company or as to which Indemnitee shall have made the conclusion described provided for in (ii) of this Section 7(b)above; and (c) If the Company has assumed the defense of a Proceeding, the Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim Proceeding effected without the Company’s written consent. The Company shall not settle any action or claim Proceeding in any manner which that would impose any penalty, equitable remedy or injunctive or other relief penalty or limitation on or disclosure obligation with respect to Indemnitee without Indemnitee’s written consent. Neither the Company nor Indemnitee shall will unreasonably withhold their its consent to any proposed settlement.

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shall, if a claim in request with respect thereof thereto is to be made against the Company under this Agreement, Indemnitee shall notify the Company of the commencement thereof; but the omission so failure by Indemnitee to notify the Company shall will not relieve it from the Company of any liability which it may have to IndemniteeIndemnitee under this Agreement or otherwise. With respect to any such action, suit or proceeding as to which Indemnitee notifies the Company of the commencement thereofas required herein: (a) the The Company shall be entitled to participate therein at its own expense;; and (b) except Except as otherwise provided below, to the extent that it may wish, the Company Company, jointly with any other indemnifying party similarly notified notified, shall be entitled to assume the defense thereof, of Indemnitee with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election so to assume the defense thereofof Indemnitee in the action, suit or proceeding, the Company shall will not be liable to Indemnitee under this Agreement for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof thereof, other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ his its own chosen counsel in such action, suit or proceeding proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the sole expense of Indemnitee, Indemnitee unless (i) the employment of such counsel by Indemnitee at the Company's expense has been authorized in writing by the Company, ; (ii) Indemnitee shall have reasonably concluded concluded, upon advice of counsel experienced in such matters, that there may be a conflict of interest between the Company and Indemnitee in the conduct of the defense of such action, suit or proceeding ; or (iii) the Company shall not in fact have employed its counsel to assume the defense of such action, suit or proceeding. In each such instance set forth in each (i) through (iii) of which cases this paragraph (b), the fees and expenses reasonable cost of Indemnitee’s 's counsel shall be at the expense of borne by the Company. The Notwithstanding the foregoing, the Company shall not be entitled to assume the defense of any action, suit or proceeding brought against Indemnitee by or on behalf of the Company or as to which Indemnitee shall have reasonably made the conclusion described provided in (ii) of this Section 7(b); andabove. (c) the The Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without the Company’s 's prior written consent. The Company shall not settle any action or claim in any manner which that would impose any penalty, equitable remedy or injunctive or other relief penalty or limitation on Indemnitee without Indemnitee’s 's prior written consent. Neither the Company nor Indemnitee shall will unreasonably withhold their consent to any proposed settlement.

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceedingProceeding, Indemnitee shall, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company in writing of the commencement thereof; but the omission so to notify the Company shall not relieve it from any liability which that it may have to Indemnitee. With Notwithstanding any other provision of this Agreement, with respect to any such action, suit or proceeding as to Proceeding of which Indemnitee notifies the Company of the commencement thereofCompany: (a) the The Company shall be entitled to participate therein at its own expense;; and (b) except Except as otherwise provided belowin this Section 14(b), to the extent that it may wish, the Company Company, jointly with any other indemnifying party similarly notified notified, shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election so to assume the defense thereof, the Company shall not be liable to Indemnitee under this Agreement for any legal or other expenses of counsel subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation or except as otherwise provided below. Indemnitee shall have the right to employ his Indemnitee’s own chosen counsel in such actionProceeding, suit or proceeding but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee, Indemnitee unless (i) the employment of such counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of the defense of such action, suit or proceeding Proceeding or (iii) the Company shall not within 60 calendar days of receipt of notice from Indemnitee in fact have employed its counsel to assume the defense of such actionthe Proceeding, in each of which cases the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any action, suit or proceeding Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the conclusion described provided for in (ii) of this Section 7(b)above; and (c) the The Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim Proceeding effected without the Company’s written consent, or for any judicial or arbitral award if the Company was not given an opportunity, in accordance with this Section 14, to participate in the defense of such Proceeding. The Company shall not settle any action or claim Proceeding in any manner which that would impose any penalty, equitable remedy or injunctive or other relief penalty or limitation on or disclosure obligation with respect to Indemnitee without Indemnitee’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold their its consent to any proposed settlement.

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shall, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company in writing of the commencement thereof; but provided, however, that the omission so to notify the Company shall not relieve it the Company from any liability which it may have or obligation under this Agreement unless, and only to Indemniteethe extent that, such failure to notify the Company results in the loss of substantive rights or defenses in the Proceeding. With respect to any such action, suit or proceeding as to which Indemnitee notifies the Company of the commencement thereof: (a) the The Company shall be entitled to participate therein at its own expense; (b) except Except as otherwise provided below, to the extent that it may wish, the Company Company, jointly with any other indemnifying party similarly notified notified, shall be entitled to assume the defense thereof, with counsel selected by the Company and reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election so to assume the defense thereof, the Company shall not be liable to Indemnitee under this Agreement for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. Notwithstanding the foregoing, Indemnitee shall have the right to employ his own chosen separate counsel in such action, suit or proceeding but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee unless, in the reasonable opinion of the Company’s Indemnification Committee or, if there is no Indemnification Committee, counsel to such Indemnitee, unless : (i) the employment of such counsel by there may be legal defenses available to Indemnitee has been authorized by that are different from or in addition to those available to the Company, or (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest or potential conflict otherwise exists between the Company and Indemnitee in the conduct of the defense of that would make such action, suit or proceeding or (iii) the Company shall not in fact have employed its counsel to assume the defense of such action, in each of which cases the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any action, suit or proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the conclusion described in (ii) of this Section 7(b)separate representation advisable; and (c) the The Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without the Company’s its prior written consent. The Company shall not settle any action or claim in any manner which would impose any penalty, equitable remedy or injunctive or other relief penalty or limitation on Indemnitee without Indemnitee’s prior written consent. Neither the Company nor Indemnitee shall unreasonably withhold their consent to any proposed settlement.

Notification and Defense of Claim. Promptly after receipt by the Indemnitee of notice of the commencement of any actionProceeding, suit or proceeding, the Indemnitee shallwill, if a claim in respect thereof is to be made against the Company Partnership under this Agreement, notify the Company Partnership in writing of the commencement thereof; but . The omission or delay by the omission Indemnitee to so to notify the Company shall Partnership will not relieve it the Partnership from any liability which that it may have to Indemniteethe Indemnitee under this Agreement or otherwise, except to the extent that the Partnership may suffer material prejudice by reason of such failure or delay. With Notwithstanding any other provision of this Agreement, with respect to any such action, suit or proceeding Proceeding as to which the Indemnitee notifies gives notice to the Company Partnership of the commencement thereof: (a) the Company shall The Partnership will be entitled to participate therein at its own expense;. (b) except Except as otherwise provided belowin this Section 13(b), to the extent that it may wish, the Company Partnership, jointly with any other indemnifying party similarly notified notified, shall be entitled to assume the defense thereof, thereof with counsel reasonably satisfactory to the Indemnitee. After prior written notice from the Company Partnership to the Indemnitee of its election to so to assume the defense thereof, the Company Partnership shall not be liable to the Indemnitee under this Agreement for any legal or other expenses Expenses subsequently incurred by the Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. The Indemnitee shall have the right to employ his the Indemnitee’s own chosen counsel in such actionProceeding, suit or proceeding but the fees and expenses Expenses of such counsel incurred after such notice from the Company Partnership of its assumption of the defense thereof shall be at the expense of Indemnitee, the Indemnitee unless (i) the employment of such counsel by the Indemnitee has been authorized by the Company, (ii) Partnership; the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company Partnership and the Indemnitee in the conduct of the defense of such actionProceeding, suit and such determination by the Indemnitee shall be supported by an opinion of counsel, which opinion shall be reasonably acceptable to the Partnership; or proceeding or (iii) the Company Partnership shall not in fact have employed its counsel to assume the defense of such actionthe Proceeding, in each of which cases the fees and expenses Expenses of Indemnitee’s counsel shall be at the expense of the CompanyPartnership. The Company Partnership shall not be entitled to assume the defense of any action, suit Proceeding brought directly by the Partnership or proceeding brought by or on behalf of the Company General Partner or as to which the Indemnitee shall have made reached the conclusion described provided for in clause (ii) of this Section 7(b); andabove. (c) the Company The Partnership shall not be liable to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected Proceeding without the Company’s its prior written consent, which consent shall not be unreasonably withheld. The Company Partnership shall not be required to obtain the consent of the Indemnitee to settle any action or claim Proceeding which the Partnership has undertaken to defend if the Partnership assumes full and sole responsibility for such settlement and such settlement grants the Indemnitee a complete and unqualified release in respect of any manner which would impose any penalty, equitable remedy or injunctive or other relief or limitation on potential liability. The Partnership shall have no obligation to indemnify the Indemnitee without Indemnitee’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold their consent under this Agreement with regard to any proposed settlementjudicial award issued in a Proceeding, or any related Expenses of the Indemnitee, if the Partnership was not given a reasonable and timely opportunity, at its expense, to participate in the defense of such Proceeding, except to the extent the Partnership was not materially prejudiced thereby. (d) If, at the time of the receipt of a notice of a claim pursuant to this Section 13, the Partnership has director and officer liability insurance in effect, the Partnership shall give prompt notice of the commencement of the Proceeding for which indemnification is sought to the insurers in accordance with the procedures set forth in the respective policies. The Partnership shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of the policies.

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shall, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement thereof; but the omission so to notify the Company shall not relieve it from any liability which it may have to Indemnitee. With respect to any such action, suit or proceeding as to which Indemnitee notifies the Company of the commencement thereof: (a) the Company shall be entitled to participate therein at its own expense; (b) except as otherwise provided below, to the extent that it may wish, the Company jointly with any other indemnifying party similarly notified shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election so to assume the defense thereof, the Company shall not be liable to Indemnitee under this Agreement for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ his own chosen counsel in such action, suit or proceeding but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee, unless (i) the employment of such counsel by Indemnitee Xxxxxxxxxx has been authorized by the Company, (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of the defense of such action, suit or proceeding or (iii) the Company shall not in fact have employed its counsel to assume the defense of such action, in each of which cases the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any action, suit or proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the conclusion described in clause (ii) of this Section 7(b); and (c) the Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without the Company’s written consent. The Company shall not settle any action or claim in any manner which would impose any penalty, equitable remedy or injunctive or other relief or limitation on Indemnitee without Indemnitee’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold their consent to any proposed settlement.

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shallwill, if a claim for indemnification in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement thereof; , but the omission so to notify the Company shall will not relieve it the Company from any liability which it that the Company may have to IndemniteeIndemnitee under this Agreement unless the Company is materially prejudiced thereby. With respect to any such action, suit or proceeding as to which Indemnitee notifies the Company of the commencement thereof: (a) the Company shall will be entitled to participate therein at its own expense;; and (b) except as otherwise provided below, to the extent that it may wish, the Company jointly with any other indemnifying party similarly notified shall will be entitled to assume the defense thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its the Company's election so to assume the defense thereof, the Company shall will not be liable to Indemnitee under this Agreement for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ his Indemnitee's own chosen counsel in such action, suit or proceeding proceeding, but the fees and expenses disbursements of such counsel incurred after notice from the Company of its the Company's assumption of the defense thereof shall be at the expense of Indemnitee, Indemnitee unless (i) the employment of such by counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of the defense of such action, (iii) such action, suit or proceeding seeks penalties or other relief against Indemnitee with respect to which the Company could not provide monetary indemnification to Indemnitee (such as injunctive relief or incarceration) or (iiiiv) the Company shall not in fact have employed its counsel to assume the defense of such action, in each of which cases the fees and expenses disbursements of Indemnitee’s counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of an any action, suit or proceeding brought by or on behalf of the Company Company, or as to which Indemnitee shall have made reached the conclusion described specified in clause (ii) above, or which involves penalties or other relief against Indemnitee of this Section 7(b); andthe type referred to in clause (iii) above. It is acknowledged that a director or former director shall be entitled under circumstances specified in the By-laws to expenses of separate legal counsel, up to the amount specified therein. (c) the The Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without the Company’s 's written consent. The Company shall not settle any action or claim in any manner which that would impose any penalty, equitable remedy or injunctive or other relief penalty or limitation on Indemnitee without Indemnitee’s 's written consent. Neither the Company nor Indemnitee shall will unreasonably withhold their consent to any proposed settlement.

Notification and Defense of Claim. Promptly after receipt by Indemnitee the Officer of notice of the commencement of any action, suit or proceeding, Indemnitee shallProceeding, if a claim in respect thereof is to be made against the Company under this Agreementagreement, the Officer shall notify the Company of the commencement thereof; , but the delay or omission to so to notify the Company shall not relieve it the Company from any liability which it may have to Indemniteethe Officer under this agreement, except to the extent the Company is materially prejudiced by such delay or omission. With respect to any such action, suit or proceeding as to Proceeding of which Indemnitee the Officer notifies the Company of the commencement thereofcommencement: (a) the The Company shall be entitled to participate therein at its own expense; (b) except as otherwise provided below, to the extent that it may wish, the The Company jointly with any other indemnifying party similarly notified shall be entitled to assume the defense thereof, jointly with any other indemnifying party similarly notified, with counsel reasonably satisfactory to Indemniteeselected by the Company and approved by the Officer, which approval shall not unreasonably be withheld. After notice from the Company to Indemnitee the Officer of its the Company's election so to assume the defense thereofsuch defense, the Company shall not be liable to Indemnitee the Officer under this Agreement agreement for any legal or other expenses Expenses subsequently incurred by Indemnitee the Officer in connection with the defense thereof other than reasonable costs of investigation or except as otherwise provided below. Indemnitee The Officer shall have the right to employ his own chosen counsel in such actionProceeding, suit or proceeding but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the such defense thereof shall be at the expense expenses of Indemnitee, the Officer unless (i) the employment of such counsel by Indemnitee the Officer has been authorized by the Company, (ii) Indemnitee the Officer, upon the advice of counsel, shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee the Officer in the conduct of the defense of such actiondefense, suit or proceeding or (iii) the Company shall has not in fact have employed its counsel to assume the defense of such actiondefense, in each any of which cases the fees and expenses of Indemnitee’s such counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any action, suit or proceeding Proceeding brought by or on behalf of the Company or as to which Indemnitee the Officer, upon the advice of counsel, shall have made the conclusion described in (ii) ), above. In the event the Company assumes the defense of any Proceeding as provided in this Section 7(b6(b), the Company may defend or settle such Proceeding as it deems appropriate; andprovided, however, the Company shall not settle any Proceeding in any manner which would impose any penalty or limitation on the Officer without the Officer's written consent, which consent shall not be unreasonably withheld. (c) the The Company shall not be liable required to indemnify Indemnitee the Officer under this Agreement agreement for any amounts paid in settlement of any action or claim effected Proceeding without the Company’s 's written consent. The Company , which consent shall not settle any action or claim in any manner which would impose any penalty, equitable remedy or injunctive or other relief or limitation on Indemnitee without Indemnitee’s written consent. Neither be unreasonably withheld. (d) The Officer shall cooperate with the Company nor Indemnitee shall unreasonably withhold their consent to any proposed settlementin all ways reasonably requested by it in connection with the Company fulfilling its obligations under this agreement.

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shall, if a claim in respect thereof is to be made against the Company under this Agreementagreement, notify the Company of the commencement thereof; but of the action. The omission so to notify the Company shall will not relieve the Company of liability under this agreement unless the Company is prejudiced by the omission, and will not relieve it from any other liability which it may have to Indemnitee. With respect to any such action, suit or proceeding as to which Indemnitee notifies the Company of the commencement thereofCompany: (a) the 8.1 The Company shall will be entitled to participate therein in the defense at its own expense;. (b) except 8.2 Except as otherwise provided below, to the extent that it may wishCompany, the Company jointly with any other indemnifying party similarly notified shall notified, will be entitled to assume the defense thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election so to assume the defense thereofof a suit, the Company shall will not be liable to Indemnitee under this Agreement agreement for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof defense, other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ his Indemnitee's own chosen counsel in such action, suit or proceeding proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee, Indemnitee unless (i) the employment of such counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee shall have concluded reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of the defense of such action, suit or proceeding action or (iii) the Company shall not in fact have employed its counsel to assume the defense of such action, in each of which cases the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any action, suit or proceeding brought by or on behalf in the right of the Company or as to which Indemnitee shall have made the conclusion described provided for in (ii) of this Section 7(b); andabove. (c) the 8.3 The Company shall not be liable to indemnify Indemnitee under this Agreement agreement for any amounts paid in settlement of any action or claim effected without the Company’s its written consent. The Company shall not settle any action or claim in any manner which would impose any penalty, equitable remedy penalty or injunctive or other relief or limitation liability on Indemnitee without Indemnitee’s 's prior written consent. Neither the Company nor Indemnitee shall will unreasonably withhold their consent to any proposed settlement.

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice shall notify the Company of the commencement of any action, suit or proceeding, and of the receipt of any notice or threat that any such legal proceeding has been or shall or may be initiated against Indemnitee shall, if a claim in respect thereof is to be made (including any proceedings by or against the Company under this Agreementand any subsidiary thereof), notify the Company of the commencement thereofpromptly upon Indemnitee first becoming so aware; but the omission so to notify the Company shall will not relieve it the Company from any liability which it may have to Indemnitee under this Agreement unless and to the extent that such failure to provide notice prejudices the Company’s ability to defend such action. Notice to the Company shall be directed to the Chief Executive Officer or Chief Financial Officer of the Company at the address shown in the preamble to this Agreement (or such other address as the Company shall designate in writing to Indemnitee). With respect to any such action, suit or proceeding as to which Indemnitee notifies the Company of the commencement thereofthereof and without derogating from Sections 1.1 and 2: (a) the 7.1. The Company shall will be entitled to participate therein at its own expense;. (b) except 7.2. Except as otherwise provided below, to the extent that it may wishCompany, the Company alone or jointly with any other indemnifying party similarly notified shall notified, will be entitled to assume the defense thereof, with counsel reasonably satisfactory to Indemnitee. After notice from selected by the Company to Indemnitee of its election so to assume the defense thereof, the Company shall not be liable to Indemnitee under this Agreement for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided belowCompany. Indemnitee shall have the right to employ his or her own chosen counsel in such action, suit or proceeding proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee, unless unless: (i) the employment of such counsel by Indemnitee has been authorized in writing by the Company, ; (ii) the Company and Indemnitee shall have reasonably concluded agreed based on the advice of legal counsel, that there may be a conflict of interest between the Company and Indemnitee in the conduct of the defense of such action, suit or proceeding ; or (iii) the Company shall has not in fact have employed its counsel to assume the defense of such action, in each of which cases the reasonable fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any action, suit or proceeding brought by or on behalf of the Company or as to which Indemnitee and the Company shall have made reached the conclusion described specified in (ii) of this Section 7(b); andabove. (c) the 7.3. The Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts or expenses paid in connection with a settlement of any action action, claim or claim otherwise, effected without the Company’s prior written consent. 7.4. The Company shall have the right to conduct the defense as it sees fit in its sole discretion (provided that the Company shall conduct the defense in good faith and in a diligent manner), including the right to settle or compromise any claim or to consent to the entry of any judgment against Indemnitee without the consent of Indemnitee, provided that, (i) the amount of such settlement, compromise or judgment is fully paid by the Company pursuant to this Agreement (subject to Section 1.2 of this Agreement) and/or applicable law or agreement, (ii) any such settlement, compromise or judgment does not settle any action or claim in any manner which would impose any penalty, equitable remedy or injunctive or other relief penalty or limitation on Indemnitee, and (iii) in the case of civil proceedings, the settlement includes a complete release of Indemnitee and does not contain any admission of wrong-doing by Indemnitee. In the case of criminal proceedings, the Company and/or its legal counsel will not have the right to plead guilty or agree to a plea-bargain in Indemnitee’s name without Indemnitee’s prior written consent. Neither the Company nor Indemnitee shall will unreasonably withhold or delay their consent to any proposed settlement. 7.5. Indemnitee shall cooperate with the Company and shall give the Company all information and access to documents, files and to his advisors and representatives as shall be within Indemnitee’s power, in every reasonable way as may be reasonably required by the Company with respect to any claim which is subject to indemnification pursuant to this Agreement and in the defense of other claims asserted against the Company (other than claims asserted by Indemnitee), provided that the Company shall pay all expenses, costs and fees incidental thereto such that Indemnitee will not be required to pay or bear such expenses, costs and fees and Indemnitee shall not be required to take any action which could reasonably result in the waiver of Indemnitee’s attorney-client privilege or any other applicable privilege.

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shallwill, if a claim Claim in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement thereof; but the omission so to notify the Company shall will not relieve it from any liability which it may have to IndemniteeIndemnitee otherwise than under this Agreement. With respect to any such action, suit or proceeding as to which Indemnitee notifies the Company of the commencement thereof: (a) the Company shall will be entitled to participate therein at its own expense;; and (b) except as otherwise provided below, to the extent that it may wish, the Company jointly with any other indemnifying party similarly notified shall will be entitled to assume the defense thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election so to assume the defense thereof, the Company shall will not be liable to Indemnitee under this Agreement for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ his own chosen its counsel in such action, suit or proceeding proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee, Indemnitee unless (i) the employment of such counsel by Indemnitee has been authorized by the Company, (ii) 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 such action, suit or proceeding action or (iii) the Company shall not in fact have employed its counsel to assume the defense of such action, in each of which cases the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any action, suit or proceeding brought by or on behalf of the Company or as to which the Indemnitee shall have made the conclusion described provided for in (ii) of this Section 7(b); andabove. (c) the Company shall not be liable to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without the Company’s written its writ-ten consent. The Company shall not settle any action or claim in any manner which would impose any penalty, equitable remedy or injunctive or other relief penalty or limitation on the Indemnitee without the Indemnitee’s 's written consent. Neither the Company nor the Indemnitee shall will unreasonably withhold their consent to any proposed settlement.

Notification and Defense of Claim. Promptly after receipt by the Indemnitee of notice of the commencement of any action, suit or proceeding, the Indemnitee shallwill, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company in writing of the commencement thereof; but the omission to so to notify the Company shall will not relieve it the Company from any liability which that it may have to Indemniteethe Indemnitee otherwise than under this Agreement or otherwise, except to the extent that the Company may suffer material prejudice by reason of such failure. With Notwithstanding any other provision of this Agreement, with respect to any such action, suit or proceeding as to which the Indemnitee notifies gives notice to the Company of the commencement thereof: (a) the The Company shall will be entitled to participate therein at its own expense;. (b) except Except as otherwise provided belowin this Section 12(b), to the extent that it may wish, the Company Company, jointly with any other indemnifying party similarly notified notified, shall be entitled to assume the defense thereof, thereof with counsel reasonably satisfactory to the Indemnitee. After notice from the Company to the Indemnitee of its election to so to assume the defense thereof, the Company shall not be liable to the Indemnitee under this Agreement for any legal or other expenses Expenses subsequently incurred by the Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. The Indemnitee shall have the right to employ his the Indemnitee’s own chosen counsel in such actionaction or lawsuit, suit or proceeding but the fees and expenses Expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee, the Indemnitee unless (i) the employment of such counsel by the Indemnitee has been authorized by the Company, (ii) 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 such actionaction and such determination by the Indemnitee shall be supported by an opinion of counsel, suit or proceeding which opinion shall be reasonably acceptable to the Company, or (iii) the Company shall not in fact have employed its counsel to assume the defense of such the action, in each of which cases the fees and expenses Expenses of Indemnitee’s counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any action, suit or proceeding brought by or on behalf of the Company or as to which the Indemnitee shall have made reached the conclusion described provided for in clause (ii) of this Section 7(b); andabove. (c) the The Company shall not be liable to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any action action, suit or claim proceeding effected without the Company’s its written consent, which consent shall not be unreasonably withheld. The Company shall not be required to obtain the consent of the Indemnitee to settle any action action, suit or claim in any manner proceeding which would impose any penalty, equitable remedy or injunctive or other relief or limitation on Indemnitee without Indemnitee’s written consent. Neither the Company nor has undertaken to defend if the Company assumes full and sole responsibility for such settlement and such settlement grants the Indemnitee a complete and unqualified release in respect of any potential liability. (d) If, at the time of the receipt of a notice of a claim pursuant to this Section 12, the Company has an officer liability insurance in effect, the Company shall unreasonably withhold their consent give prompt notice of the commencement of such proceeding to any proposed settlementthe insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of the policies.

Notification and Defense of Claim. Promptly after receipt by Indemnitee Employee agrees to notify the Company within thirty (30) days of receiving notice of the commencement of any action, suit or proceeding, Indemnitee shall, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement thereof; but the omission so to notify the Company shall not relieve it from any liability proceeding for which it may have to Indemniteehe seeks indemnity. With respect to any such action, suit or proceeding as to which Indemnitee notifies the Company of the commencement thereofAfter doing so: (a) the Company shall will be entitled to participate therein at its own expense; (b) except as otherwise provided below, to the extent that it may wish, the Company jointly with any other indemnifying party similarly notified shall be entitled to may, at its option, assume the defense thereof, with counsel reasonably satisfactory subject to IndemniteeEmployee's approval, which approval shall not be unreasonably withheld. After notice from the Company to Indemnitee Employee of its election so to assume the defense thereof, the Company shall will not be liable to Indemnitee Employee under this Agreement for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided belowEmployee. Indemnitee Employee shall have the right to employ his own chosen separate counsel in such action, suit or proceeding but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee, Employee unless (i) the employment of such counsel by Indemnitee Employee has been authorized by the Company, (ii) Indemnitee Employee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee Employee in the conduct of the defense of such action, suit or proceeding action or (iii) the Company shall not in fact have employed its counsel to assume the defense of such action, in each of which cases the reasonable fees and expenses of Indemnitee’s Employee's separate counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any action, suit or proceeding brought by or on behalf of the Company or as to which Indemnitee Employee shall have made the conclusion described provided for in clause (ii) of this Section 7(b)above; and (c) the Company shall not be liable to indemnify Indemnitee Employee under this Agreement for any amounts paid in settlement of any action or claim effected without the Company’s its written consent, which shall not be unreasonably withheld. The Company shall be permitted to settle any action except that it shall not settle any action or claim in any manner which would impose any penalty, equitable remedy or injunctive or other relief penalty or limitation on Indemnitee Employee without Indemnitee’s Employee's written consent. Neither the Company nor Indemnitee shall unreasonably withhold their consent to any proposed settlement, which may be given or withheld in Employee's sole discretion.

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceedingProceeding, Indemnitee shallwill, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company in writing of the commencement thereof; but the omission so to notify the Company shall will not relieve it from any liability which that it may have to Indemnitee. With Notwithstanding any other provision of this Agreement, with respect to any such action, suit or proceeding as to Proceeding of which Indemnitee notifies the Company of the commencement thereofCompany: (a) the The Company shall be entitled to participate therein at its own expense;; and (b) except Except as otherwise provided belowin this Section 14(b), to the extent that it may wish, the Company Company, jointly with any other indemnifying party similarly notified notified, shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election so to assume the defense thereof, the Company shall not be liable to Indemnitee under this Agreement for any legal or other expenses of counsel subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation or except as otherwise provided below. Indemnitee shall have the right to employ his Indemnitee's own chosen counsel in such actionProceeding, suit or proceeding but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee, Indemnitee unless (i) the employment of such counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of the defense of such action, suit or proceeding action or (iii) the Company shall not within 60 calendar days of receipt of notice from Indemnitee in fact have employed its counsel to assume the defense of such the action, in each of which cases the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any action, suit or proceeding Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the conclusion described provided for in (ii) of this Section 7(b)above; and (c) If the Company has assumed the defense of a Proceeding, the Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim Proceeding effected without the Company’s 's written consent. The Company shall not settle any action or claim Proceeding in any manner which that would impose any penalty, equitable remedy or injunctive or other relief penalty or limitation on or disclosure obligation with respect to Indemnitee without Indemnitee’s 's written consent. Neither the Company nor Indemnitee shall will unreasonably withhold their its consent to any proposed settlement.

Notification and Defense of Claim. (a) Promptly after receipt by Indemnitee Director of notice of the commencement of any actionproceeding in which Director was, suit is or is threatened to be a named a party to or witness or other participant in such proceeding, Indemnitee shall, if a claim for indemnity in respect thereof connection with such proceeding is to be made against the Company under this Agreement, will promptly notify the Company of the commencement thereof; but the omission so to notify the Company shall not relieve it from any liability which it may have to Indemnitee. With respect to any such action, suit proceeding other than a proceeding brought by or proceeding on behalf of the Company or as to which Indemnitee notifies Director shall have made the determination provided for in (ii) below, the Company of the commencement thereof: (a) the Company shall will be entitled to participate therein at its own expense; (b) except as otherwise provided below, to the extent that it may wish, and the Company jointly with any other indemnifying party similarly notified shall be entitled to may assume the defense thereof, thereof with counsel reasonably satisfactory to IndemniteeDirector. After notice from the Company to Indemnitee Director of its election so to assume the defense thereof, the Company shall will not be liable to Indemnitee indemnify Director under this Agreement for any legal or other against expenses subsequently incurred by Indemnitee Director in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. Indemnitee Director shall have the right to select and employ his own chosen counsel in such actiona proceeding, suit or proceeding but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee, borne by Director unless (i) the employment of such counsel by Indemnitee Director has been authorized by the Company, (ii) Indemnitee Director shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee Director in the conduct of the defense of such actionproceeding, suit or proceeding or (iii) the Company shall not in fact have employed its counsel to assume the defense of such action, and in each of which cases case the fees and expenses of Indemnitee’s counsel shall be at subject to the expense of indemnity provided hereunder by the Company. The Company shall not be entitled to assume ; provided, however, that in the defense of event any action, suit or proceeding brought other person indemnified by or on behalf of the Company (unless Director has reasonably concluded that there may be a conflict of interest between Director and such other person) is also named or as threatened to which Indemnitee shall have made the conclusion described be named defendant or respondent in a proceeding referred to in (ii) above, the fees and expenses of this Section 7(b); andonly one counsel employed by Director and all such other persons shall be subject to indemnity hereunder. (cb) Promptly following receipt by the Company from Director of any claim for indemnity hereunder, the Company shall not in good faith make or cause to be liable made any determination as to indemnify Indemnitee under this Agreement for reasonableness of expenses and determination that indemnification is permissible as may be required pursuant to the Act and, as soon as practicable, but in any amounts paid in settlement event no later than 30 days after receipt by the Company of any action claim for indemnity hereunder, following such determination, the Company shall pay or claim effected without cause to be paid to Director in cash the amount of the expenses indemnified hereunder and so determined to be reasonable and permissible. Such payment shall be made out of the assets of the Company’s written consent. The Company shall not settle any action or claim in any manner which would impose any penalty, equitable remedy or injunctive or other relief or limitation on Indemnitee without Indemnitee’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold their consent to any proposed settlement.

Notification and Defense of Claim. Promptly after receipt by Indemnitee Participant of notice of the commencement of any actionClaim, suit or proceeding, Indemnitee shall, if a claim in respect thereof is to be made against the Company under this Agreement, Participant will notify the Company of the commencement thereof; but provided, however, that the omission to so to notify the Company shall will not relieve it the Company from any liability which it may have to IndemniteeParticipant under this Agreement unless and to the extent that the Company’s rights are prejudiced by such failure. With respect to any such action, suit or proceeding Claim as to which Indemnitee Participant notifies the Company of the commencement thereof: (a) the Company shall will be entitled to participate therein in the defense thereof at its own expense; (b) except Except as otherwise provided below, to the extent that it may wishCompany, the Company jointly with any other indemnifying party similarly notified shall party, will be entitled to assume the defense thereofthereof at the Company’s expense, with counsel reasonably satisfactory to IndemniteeParticipant. After notice from the Company to Indemnitee Participant of its election to so to assume the defense thereof, the Company shall will not be liable to Indemnitee Participant under this Agreement for any legal or other expenses subsequently incurred by Indemnitee Participant in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ his own chosen counsel in such action, suit or proceeding but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee, unless (i) the employment of such counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee Participant shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee Participant in the conduct of the defense of such action, suit or proceeding or (iii) the Company shall not in fact have employed its counsel to assume the defense of such actionClaim, in each of which cases case, the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any actionsuch Claim. For purposes of this Indemnification Agreement, suit or proceeding brought by or on behalf there shall be deemed to be a conflict of interest between the Company and Participant with respect to any Claim brought by, or as to which Indemnitee shall have made in the conclusion described in (ii) of this Section 7(b)right of, the Company; and (c) the Company shall not be liable to indemnify Indemnitee Participant under this Agreement for any amounts paid in settlement of any action or claim Claim effected without the Company’s written consent. The Company shall not settle any action or claim Claim in any manner which would impose any penalty, equitable remedy or injunctive or other relief penalty or limitation on Indemnitee Participant without IndemniteeParticipant’s written consent. Neither the Company nor Indemnitee shall Participant will unreasonably withhold their consent to any proposed settlement.

Notification and Defense of Claim. Promptly after receipt by the Indemnitee of receives notice of the commencement of any actionProceeding, suit or proceeding, the Indemnitee shall, if a claim in respect thereof is to be made against the Company under this Agreement, will notify the Company of the commencement thereof; but the omission so . The failure to notify the Company shall will relieve the Company from any liability hereunder to the extent the Company can show actual prejudice as a result of such failure, and will not relieve it the Company from any liability which it may have to Indemniteethe Indemnitee otherwise than under this Agreement. With respect to any such action, suit or proceeding Proceeding as to which the Indemnitee notifies the Company of the commencement thereof: (a) the The Company shall will be entitled to participate therein at its own expense;; and, (b) except Except as otherwise provided below, to the extent that it may wish, the Company (jointly with any other indemnifying party similarly notified shall notified) will be entitled to assume the defense thereof, thereof with counsel reasonably satisfactory to the Indemnitee. After notice from the Company to notifies the Indemnitee of its election so to assume the defense thereofsuch defense, the Company shall will not be liable to the Indemnitee under this Agreement for any legal or other expenses Expenses the Indemnitee subsequently incurred by Indemnitee incurs in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. The Indemnitee shall have the right to employ his own chosen or her counsel in such actionProceeding, suit or proceeding but provided that the fees and expenses of such counsel incurred after notice from the Company of its assumption of has provided the Indemnitee with notice that it is assuming the defense thereof shall be at the expense of Indemnitee’s expense, unless (i) the Company has authorized the Indemnitee’s employment of such counsel by Indemnitee has been authorized by the Companycounsel, (ii) Indemnitee the counsel for the Company 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 such action, suit or proceeding or (iii) the Company shall not in fact have employed its counsel to assume the defense of such action, in each of which cases the fees and expenses of Indemnitee’s such counsel shall be at the expense of the Company’s expense. The Company shall not be entitled to assume the defense of any action, suit or proceeding Proceeding brought by or on behalf of the Company or as to which Indemnitee counsel for the Company shall have made the conclusion described provided for in (ii) above. The Company’s assumption of the defense of a Proceeding pursuant to this Section 4(b) will constitute an irrevocable acknowledgement by the Company that any Liabilities incurred by or for the account of Indemnitee incurred in connection therewith are indemnifiable by the Company under Section 1 of this Section 7(b); andAgreement, except to the extent that the acts or omissions of the Indemnitee giving rise to or involved in the Proceeding are finally judicially adjudged, or admitted by Indemnitee, in writing under oath, to constitute knowingly fraudulent or deliberately dishonest conduct or to have constituted willful misconduct. (c) the The Company shall not be liable to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any action or claim Proceeding effected without the Company’s written consent. The Company shall not settle any action or claim Proceeding in any manner which would impose any penalty, equitable remedy or injunctive or other relief penalty or limitation on the Indemnitee without the Indemnitee’s written consent. . (d) Neither the Company nor the Indemnitee shall will unreasonably withhold their consent to any proposed settlement.

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of any claim against Indemnitee or the commencement of any action, suit or proceedingProceeding, Indemnitee shallwill, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company of the assertion of any such claim or the commencement thereof; but the omission so to notify the Company shall will not relieve it from any liability under this Agreement unless such delay in notification actually prejudiced the Company (and then only to the extent the Company was actually prejudiced thereby) and, in addition, the Company shall not be relieved from any liability which it may have to IndemniteeIndemnitee otherwise than under this Agreement. With respect to any such action, suit or proceeding Proceeding as to which Indemnitee notifies the Company of the commencement thereof: (a) the The Company shall will be entitled to participate therein at its own expense;. (b) except Except as otherwise provided below, to the extent that it may wish, the Company jointly with any other indemnifying party similarly notified shall will be entitled to assume the defense thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election so to assume the defense thereof, the Company shall will not be liable to Indemnitee under this Agreement for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ his own chosen counsel in such actionProceeding, suit or proceeding but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee, Indemnitee unless (i) the employment of such counsel by Indemnitee has been authorized in writing by the Company, (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of the defense of such action, suit or proceeding action or (iii) the Company shall not in fact have employed its counsel to assume the defense of such action, in each of which cases the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any action, suit or proceeding Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the conclusion described provided for in clause (ii) of this Section 7(b); andabove. (c) the The Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without the Company’s its written consent. The Company shall not settle any action or claim in any manner which would impose any penalty, equitable remedy or injunctive or other relief penalty or limitation on Indemnitee without Indemnitee’s 's written consent. Neither the Company nor Indemnitee shall will unreasonably withhold their consent to any proposed settlement.

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shallwill, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement thereofhereof; but the omission so to notify the Company shall will not relieve it from any liability which it may have to Indemniteethe Indemnitee otherwise than under this Agreement. With respect to any such action, suit or proceeding as to which Indemnitee notifies the Company of the commencement thereofthereof and without limitation of Section 2.1: (a) the 8.1. The Company shall will be entitled to participate therein at its own expense;; and (b) except 8.2. Except as otherwise provided below, to the extent that it may wish, the Company jointly with any other indemnifying party similarly notified shall will be entitled to assume the defense thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election so to assume the defense thereof, the Company shall will not be liable to Indemnitee under this Agreement for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ his own chosen its counsel in such action, suit or proceeding proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee, unless Indemnitee unless: (i) the employment of such counsel by Indemnitee has been authorized by the Company, ; (ii) 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 such action, suit or proceeding ; or (iii) the Company shall not in fact have employed its counsel to assume the defense of such action, in each of which cases the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any action, suit or proceeding brought by or on behalf of the Company or as to which the Indemnitee shall have made the conclusion described provided for in (ii) of this Section 7(b); andabove. (c) the 8.3. The Company shall not be liable to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without the Company’s its written consent. The Company shall not settle any action or claim in any manner which would impose any penalty, equitable remedy or injunctive or other relief penalty or limitation on the Indemnitee without the Indemnitee’s 's written consent. Neither the Company nor the Indemnitee shall will unreasonably withhold their consent to any proposed settlement.

Notification and Defense of Claim. Promptly Not later than thirty days after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shallwill, if a claim in respect thereof is to be made against the Company Corporation under this Agreement, notify the Company Corporation of the commencement thereof; but the omission so to notify the Company shall Corporation will not relieve it from any liability which it may have to IndemniteeIndemnitee otherwise than under this Agreement. With respect to any such action, suit or proceeding as to which Indemnitee notifies the Company Corporation of the commencement thereof: (a) the Company shall Corporation will be entitled to participate therein at its own expense; (b) except as otherwise provided below, to the extent that it may wish, the Company Corporation jointly with any other indemnifying party similarly notified shall will be entitled to assume the defense thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Company Corporation to Indemnitee of its election so as to assume the defense thereof, the Company shall Corporation will not be liable to Indemnitee under this Agreement for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ his own chosen its counsel in such action, suit or proceeding but the fees and expenses of such counsel incurred after notice from the Company Corporation of its assumption of the defense thereof shall be at the expense of Indemnitee, Indemnitee unless (i) the employment of such counsel by Indemnitee has been authorized by the CompanyCorporation, (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company Corporation and Indemnitee in the conduct of the defense of such action, suit or proceeding action or (iii) the Company Corporation shall not in fact have employed its counsel to assume the defense of such action, in each of which cases the fees and expenses of Indemnitee’s 's separate counsel shall be at the expense of the CompanyCorporation. The Company Corporation shall not be entitled to assume the defense of any action, suit or proceeding brought by or on behalf of the Company Corporation or as to which Indemnitee shall have made the conclusion described provided for in (ii) of this Section 7(b)above; and (c) the Company Corporation shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without the Company’s its written consent. The Company Corporation shall be permitted to settle any action except that it shall not settle any action or claim in any manner which would impose any penalty, equitable remedy or injunctive or other relief penalty or limitation on Indemnitee without Indemnitee’s 's written consent. Neither the Company Corporation nor Indemnitee shall will unreasonably withhold their its consent to any proposed settlement.

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceedingProceeding, Indemnitee shall, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company in writing of the commencement thereof; , but the omission so to notify the Company shall not relieve it from any liability which that it may have to Indemnitee. With Notwithstanding any other provision of this Agreement, with respect to any such action, suit or proceeding as to Proceeding of which Indemnitee notifies the Company of the commencement thereofCompany: (a) the The Company shall be entitled to participate therein at its own expense;; and (b) except Except as otherwise provided belowin this Section 13(b), to the extent that it may wish, the Company Company, jointly with any other indemnifying party similarly notified notified, shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election so to assume the defense thereof, the Company shall not be liable to Indemnitee under this Agreement for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ his Indemnitee’s own chosen counsel in such action, suit or proceeding but the fees Proceeding and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee, unless (i) the employment of such counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of the defense of such action, suit or proceeding or (iii) the Company shall not in fact have employed its counsel to assume the defense of such action, in each of which cases the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any action, suit or proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the conclusion described in (ii) of this Section 7(b); and (c) If the Company has assumed the defense of a Proceeding, the Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim Proceeding effected without the Company’s written consent. The Company shall not settle any action or claim Proceeding in any manner which that would impose any penalty, equitable remedy or injunctive or other relief penalty or limitation on or disclosure obligation with respect to Indemnitee without Indemnitee’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold their its consent to any proposed settlement.

Notification and Defense of Claim. Promptly after receipt by Indemnitee Indemnified Party of notice of the commencement of any actionProceeding, suit or proceeding, Indemnitee shallIndemnified Party will, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement thereof; but the omission so to notify the Company shall will not relieve it from any liability which it may have to IndemniteeIndemnified Party otherwise than under this Agreement. With respect to any such action, suit or proceeding Proceeding as to which Indemnitee Indemnified Party notifies the Company of the commencement thereof: (a) the The Company shall will be entitled to participate therein at its own expense;. (b) except Except as otherwise provided below, to the extent that it may wish, the Company jointly with any other indemnifying party similarly notified shall will be entitled to assume the defense thereof, with counsel reasonably satisfactory to IndemniteeIndemnified Party. After notice from the Company to Indemnitee Indemnified Party of its election so to assume the defense thereof, the Company shall will not be liable to Indemnitee Indemnified Party under this Agreement for any legal or other expenses subsequently incurred by Indemnitee Indemnified Party in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. Indemnitee Indemnified Party shall have the right to employ his own chosen counsel in such action, suit or proceeding Proceeding but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee, Indemnified Party unless (i) the employment of such counsel by Indemnitee Indemnified Party has been authorized by the Company, (ii) Indemnitee Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee Indemnified Party in the conduct of the defense of such action, suit or proceeding Proceeding or (iii) the Company shall not in fact have employed its counsel to assume the defense of such actionProceeding, in each of which cases the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any action, suit or proceeding Proceeding brought by or on behalf of the Company or as to which Indemnitee Indemnified Party shall have made the conclusion described provided for in (ii) of this Section 7(b); andabove. (c) the The Company shall not be liable to indemnify Indemnitee Indemnified Party under this Agreement for any amounts paid in settlement of any action Proceeding or claim effected without the Company’s its written consent. The Company shall not settle any action Proceeding or claim in any manner which would impose any penalty, equitable remedy or injunctive or other relief penalty or limitation on Indemnitee Indemnified Party without Indemnitee’s Indemnified Party's written consent. Neither the Company nor Indemnitee shall Indemnified Party will unreasonably withhold their consent to any proposed settlement.

Notification and Defense of Claim. Promptly after receipt by the Indemnitee of notice of the commencement of any actionProceeding, suit or proceeding, the Indemnitee shallwill, if a claim in respect thereof is to be made against the Company General Partner or the Partnership under this Agreement, notify the Company Partnership in writing of the commencement thereof; but . The omission or delay by the omission Indemnitee to so to notify the Company shall Partnership will not relieve it the Partnership from any liability which that it may have to Indemniteethe Indemnitee under this Agreement or otherwise, except to the extent that the Partnership may suffer material prejudice by reason of such failure or delay. With Notwithstanding any other provision of this Agreement, with respect to any such action, suit or proceeding Proceeding as to which the Indemnitee notifies gives notice to the Company Partnership of the commencement thereof: (a) the Company shall The Partnership will be entitled to participate therein at its own expense;. (b) except Except as otherwise provided belowin this Section 13(b), to the extent that it may wish, the Company Partnership, jointly with any other indemnifying party similarly notified notified, shall be entitled to assume the defense thereof, thereof with counsel reasonably satisfactory to the Indemnitee. After prior written notice from the Company Partnership to the Indemnitee of its election to so to assume the defense thereof, the Company Partnership shall not be liable to the Indemnitee under this Agreement for any legal or other expenses Expenses subsequently incurred by the Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. The Indemnitee shall have the right to employ his the Indemnitee’s own chosen counsel in such actionProceeding, suit or proceeding but the fees and expenses Expenses of such counsel incurred after such notice from the Company Partnership of its assumption of the defense thereof shall be at the expense of Indemnitee, the Indemnitee unless (i) the employment of such counsel by the Indemnitee has been authorized by the Company, Partnership; (ii) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company Partnership and the Indemnitee in the conduct of the defense of such actionProceeding, suit or proceeding and such determination by the Indemnitee shall be supported by an opinion of counsel, which opinion shall be reasonably acceptable to the Partnership; or (iii) the Company Partnership shall not in fact have employed its counsel to assume the defense of such actionthe Proceeding, in each of which cases the fees and expenses Expenses of Indemnitee’s counsel shall be at the expense of the CompanyPartnership. The Company Partnership shall not be entitled to assume the defense of any action, suit Proceeding brought directly by the Partnership or proceeding brought by or on behalf of the Company General Partner or as to which the Indemnitee shall have made reached the conclusion described provided for in clause (ii) of this Section 7(b); andabove. (c) The General Partner and the Company Partnership shall not be liable to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected Proceeding without the Company’s their prior written consent, which consent shall not be unreasonably withheld. The Company Partnership shall not be required to obtain the consent of the Indemnitee to settle any action or claim Proceeding which the Partnership has undertaken to defend if the Partnership assumes full and sole responsibility for such settlement and such settlement grants the Indemnitee a complete and unqualified release in respect of any manner which would impose any penalty, equitable remedy or injunctive or other relief or limitation on potential liability. The Partnership shall have no obligation to indemnify the Indemnitee without Indemnitee’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold their consent under this Agreement with regard to any proposed settlementjudicial award issued in a Proceeding, or any related Expenses of the Indemnitee, if the Partnership was not given a reasonable and timely opportunity, at its expense, to participate in the defense of such Proceeding, except to the extent the Partnership was not materially prejudiced thereby. (d) If, at the time of the receipt of a notice of a claim pursuant to this Section 13, the General Partner or the Partnership has director and officer liability insurance in effect, the Partnership shall give prompt notice of the commencement of the Proceeding for which indemnification is sought to the insurers in accordance with the procedures set forth in the respective policies. The Partnership shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of the policies.

Notification and Defense of Claim. Promptly Not later than thirty (30) days after receipt by Indemnitee of notice of the commencement of any action, suit or proceedingProceeding, Indemnitee shall, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement thereof; but the Indemnitee’s omission to so to notify the Company shall will not relieve it the Company from any liability which it may have to IndemniteeIndemnitee under this Agreement or otherwise. With respect to any such action, suit or proceeding Proceeding as to which Indemnitee notifies the Company of the commencement thereof: (a) the The Company shall will be entitled to participate therein at its own expense;. (b) except Except as otherwise provided below, to the extent that it may wish, the Company shall, jointly with any other indemnifying party similarly notified shall notified, be entitled to assume the defense thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election so to assume the defense thereof, the Company shall will not be liable to Indemnitee under this Agreement for any legal or other expenses Expenses subsequently incurred by Indemnitee in connection with the defense thereof thereof, other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ his its own chosen counsel in such actionProceeding, suit or proceeding but the fees and expenses of such counsel incurred after notice from the Company of its the Company’s assumption of the defense thereof shall be at the expense of Indemnitee, Indemnitee unless (i) the employment of such counsel by Indemnitee has been authorized by the Company, ; (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of the defense of such action, suit or proceeding ; or (iii) the Company shall not in fact have employed its counsel to assume the defense of such action, Proceeding within thirty (30) days of receipt of notice by the Company of the Proceeding; in each of which cases the fees and expenses of Indemnitee’s separate counsel shall be at the expense of paid by the Company. The Company shall not be entitled to assume the defense of any action, suit or proceeding Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the conclusion described provided for in clause (ii) of this Section 7(b); andabove. (c) the The Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim Proceeding effected without the Company’s its written consent. The Company shall be permitted to settle any action except that it shall not settle any action or claim in any manner which would impose any penalty, equitable remedy or injunctive or other relief any economic consequence or limitation on Indemnitee without Indemnitee’s written consent. Neither the Company nor Indemnitee shall will unreasonably withhold their its consent to any proposed settlement.

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shall, if a claim in respect thereof is agrees promptly to be made against the Company under this Agreement, notify the Company of the commencement thereof; but the omission in writing upon being served with any summons, citation, subpoena, complaints, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification covered hereunder. The failure to so to notify the Company shall not relieve it from the Company of any liability obligation which it may have to Indemniteethe Indemnitee under this Agreement or otherwise. With Notwithstanding any other provision of this Agreement, with respect to any such action, suit or proceeding as to Proceeding of which Indemnitee notifies the Company of the commencement thereofCompany: (a) the The Company shall will be entitled to participate therein at its own expense; (b) except Except as otherwise provided belowin this Section 11(b), to the extent that it may wish, the Company jointly Company, together with any other indemnifying party similarly notified notified, shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election so to assume the defense thereof, the Company shall not be liable to Indemnitee under this Agreement for any legal or other expenses Expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation or except as otherwise provided below. Indemnitee shall have the right to employ his Indemnitee’s own chosen counsel in such actionProceeding, suit or proceeding but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee, Indemnitee unless (i) the employment of such counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of the defense of such action, suit or proceeding action or (iii) the Company shall not in fact have employed its counsel to assume the defense of such the action, in each of which cases the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any action, suit or proceeding Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the conclusion described provided for in (ii) of this Section 7(b)above; and (c) the The Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim Proceeding effected without the Company’s written consent. The Company shall not settle any action or claim Proceeding in any manner which that would impose any penalty, equitable remedy or injunctive or other relief penalty or limitation on or disclosure obligation with respect to Indemnitee without Indemnitee’s written consent. Neither the Company nor Indemnitee shall will unreasonably withhold their its consent to any proposed settlement.

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceedingproceeding which may constitute a Claim hereunder, Indemnitee shallwill, if a claim Claim in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement thereof; but the omission so to notify the Company shall not relieve it from any liability which it may have to Indemnitee. With respect to any such action, suit or proceeding as to which Indemnitee notifies the Company of the commencement thereofwhereupon: (a) the Company shall will be entitled to participate therein at its own expense; (b) except as otherwise provided below, to the extent that it may wish, the Company jointly with any other indemnifying party similarly notified shall will be entitled to assume the defense thereof, with counsel reasonably satisfactory to Indemnitee. After , upon written notice from the Company to Indemnitee of its election so to assume the defense thereofdo so. After delivery of such notice, the Company shall will not be liable to Indemnitee under this Agreement or the Resolutions for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation or such Claim, except as otherwise provided below. If Indemnitee shall have the right elects to employ his own chosen counsel in connection with such actionClaim, suit or proceeding but the fees and expenses of such counsel incurred after delivery of notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee, unless (i) the employment of such counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of the defense of such action, suit or proceeding or (iii) the Company shall not in fact have employed its counsel to assume the defense of such actionClaim, in each of which cases the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any action, suit or proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the conclusion described in (ii) of this Section 7(b); and (c) the Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without the Company’s its written consent. The Company shall not settle any action or claim in any manner which would impose any penalty, equitable remedy or injunctive or other relief penalty or limitation on Indemnitee without Indemnitee’s written consent, unless such settlement solely involves the payment of money and includes a complete and unconditional release of Indemnitee from all liability on any claims that are the subject matter of such Claim. Neither the Company nor Indemnitee shall will unreasonably withhold their consent to any proposed settlement.

Notification and Defense of Claim. Promptly after After receipt by the Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shall, if a claim in respect thereof is to be made against the Company under this Agreement, the Indemnitee shall promptly notify the Company of the commencement thereof; but . The failure of the omission Indemnitee to so to notify the Company shall not relieve it the Company from any liability which it may have to Indemniteethe Indemnitee other than under this Agreement. With respect to any such action, suit or proceeding as to of which the Indemnitee notifies the Company of the commencement thereofcommencement: (a) the The Company shall be entitled to participate therein at its own expense;. (b) except as otherwise provided below, to the extent that it may wish, the The Company jointly with any other indemnifying party similarly notified shall be entitled to assume the defense thereof, jointly with any other indemnifying party similarly notified, with counsel reasonably satisfactory to selected by the Company and approved by the Indemnitee, which approval shall not be unreasonably withheld. After notice from the Company to the Indemnitee of its the Company's election so to assume the defense thereofsuch defense, the Company shall not be liable to the Indemnitee under this Agreement agreement for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof other than the reasonable costs of investigation or as otherwise provided below. The Indemnitee shall have the right to employ his own chosen counsel in such action, suit or proceeding proceeding, but the fees and expenses of such counsel incurred after notice from the Company of or its assumption of the such defense thereof shall be at the expense of the Indemnitee, unless except in the case of any one of the following, in any of which cases the reasonable fees and expenses of such counsel (but only one such counsel) shall be borne by the Company: (i) the employment of such counsel by the Indemnitee has been authorized by the Company, ; (ii) 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 such action, suit or proceeding or defense; or (iii) the Company shall has not in fact have employed its counsel to assume the defense of such action, in each of which cases the fees and expenses of Indemnitee’s counsel shall be at the expense of the Companydefense. The Company shall not be entitled to assume the defense of any action, suit or proceeding brought by or on behalf of the Company or as to which the Indemnitee shall have made the conclusion described in (iisubsection 6(b)(ii) of this Section 7(b); andhereof. (c) the The Company shall not be liable required to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without the Company’s its written consent. The Company shall not settle any action or claim in any manner which would impose any penalty, equitable remedy or injunctive or other relief or limitation on Indemnitee without Indemnitee’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold their consent to any proposed settlement.

Notification and Defense of Claim. Promptly Not later than thirty (30) days after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shallwill, if a claim in respect thereof thereto is to be made against the Company Corporation under this Agreement, notify the Company Corporation of the commencement thereof; , but the tile omission so to notify the Company shall Corporation will not relieve it from any liability which it is may have to IndemniteeIndemnitee otherwise than under this Agreement. With respect to any such action, suit or proceeding as to which Indemnitee notifies the Company Corporation of the commencement thereof:. (a) the Company shall The Corporation will be entitled to participate therein at its own expense; (b) except Except as otherwise provided below, to the extent that it may wishCorporation may, the Company at its option and jointly with any other indemnifying party similarly notified shall be entitled and electing to assume such defense, assume the defense thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Company Corporation to Indemnitee of its election so to assume the defense thereof, the Company shall Corporation will not be liable to Indemnitee under this Agreement for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof other than except for reasonable costs of investigation or otherwise as otherwise provided below. Indemnitee shall have the right to employ his own chosen separate counsel in such action, suit or proceeding but the fees and expenses of such counsel incurred after notice from the Company Corporation of its assumption of the defense thereof shall be at the expense of Indemnitee, Indemnitee unless (i) the employment of such counsel by Indemnitee has been authorized by the CompanyCorporation, (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company Corporation and Indemnitee in the conduct of the defense of such action, suit or proceeding or (iii) the Company Corporation shall not in fact have employed its counsel to assume the defense of such action, in each of which cases the fees and expenses of Indemnitee’s 's separate counsel shall be at the expense of the CompanyCorporation. The Company Corporation shall not be entitled to assume the defense of any action, suit or proceeding brought by or on behalf of the Company Corporation or as to which Indemnitee shall have made the conclusion described provided for in (ii) of this Section 7(b)above; and (c) the Company The Corporation shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without the Company’s its written consent, which shall not be unreasonably withheld. The Company Corporation shall be permitted to settle any action except that it shall not settle any action or claim in any manner which would impose any penalty, equitable remedy or injunctive or other relief penalty or limitation on Indemnitee without Indemnitee’s 's written consent. Neither the Company nor Indemnitee shall unreasonably withhold their consent to any proposed settlementwhich may be given or withheld in Indemnitee's sole discretion.

Notification and Defense of Claim. Promptly Not later than 30 days after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shallwill, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement thereof; but the omission so to notify the Company shall will not relieve it from any liability which it may have to IndemniteeIndemnitee otherwise than under this Agreement. With respect to any such action, suit or proceeding as to which Indemnitee notifies the Company of the commencement thereof: (a) the Company shall will be entitled to participate therein at its own expense; (b) except as otherwise provided below, to the extent that it may wish, the Company jointly with any other indemnifying party similarly notified shall will be entitled to assume the defense thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election so to assume the defense thereof, the Company shall will not be liable to Indemnitee under this Agreement for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ his own chosen its counsel in such action, suit or proceeding but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee, Indemnitee unless (i) the employment of such counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of the defense of such action, suit or proceeding action or (iii) the Company shall not in fact have employed its counsel to assume the defense of such action, in each of which cases the fees and expenses of Indemnitee’s 's separate counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any action, suit or proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the conclusion described provided for in (ii) of this Section 7(b)above; and (c) the Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without the Company’s its written consent. The Company shall be permitted to settle any action except that it shall not settle any action or claim in any manner which would impose any penalty, equitable remedy or injunctive or other relief penalty or limitation on Indemnitee without Indemnitee’s 's written consent. Neither the Company nor Indemnitee shall will unreasonably withhold their its consent to any proposed settlement.

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement of being served with or otherwise receiving any actionsummons, suit citation, subpoena, complaint, indictment, information or proceedingother document related to any Proceeding or matter which may be subject to indemnification hereunder, Indemnitee shall, if a claim in respect thereof is to be made against the Company under this Agreement, will promptly notify the Company in writing of the commencement thereof; but occurrence of such event or the omission receipt of such document. The failure to so to notify the Company shall not relieve it from the Company of any liability obligation which it may have to IndemniteeIndemnitee under this Agreement or otherwise unless and only to the extent that such failure or delay materially prejudices the Company. With Notwithstanding any other provision of this Agreement, with respect to any such action, suit or proceeding as to Proceeding of which Indemnitee notifies the Company of the commencement thereofCompany: (a) the The Company shall be entitled to participate therein at its own expense;; and (b) except Except as otherwise provided belowin this Section 15(b), to the extent that it may wish, the Company Company, jointly with any other indemnifying party similarly notified notified, shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election so to assume the defense thereof, the Company shall not be liable to Indemnitee under this Agreement for any legal or other expenses of counsel subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation or except as otherwise provided below. Indemnitee shall have the right to employ his Indemnitee’s own chosen counsel in such actionProceeding, suit or proceeding but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee, Indemnitee unless (i) the employment of such counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of the defense of such action, suit or proceeding action or (iii) the Company shall not within 60 days of receipt of notice from Indemnitee in fact have employed its counsel to assume the defense of such the action, in each of which cases the fees and expenses Expenses of Indemnitee’s counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any action, suit or proceeding Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the conclusion described provided for in (ii) of this Section 7(b)above; and (c) If the Company has assumed the defense of a Proceeding, the Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim Proceeding effected without the Company’s written consent. The Company shall not settle any action or claim Proceeding in any manner which that would impose any penalty, equitable remedy or injunctive or other relief penalty or limitation on or disclosure obligation with respect to Indemnitee without Indemnitee’s written consent. Neither the Company nor Indemnitee shall will unreasonably withhold their its consent to any proposed settlement.

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shallwill, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company in writing of the commencement thereof; but the omission so to notify the Company shall will not relieve it from any liability which it may have to IndemniteeIndemnitee otherwise than under this Agreement. With respect to any such action, suit or proceeding as to which Indemnitee notifies the Company of the commencement thereof: (a) the The Company shall will be entitled to participate therein at its own expense;. (b) except Except as otherwise provided below, to the extent that it may wish, the Company Company, jointly with any other indemnifying party similarly notified shall notified, will be entitled to assume the defense thereof, with counsel selected by the Company and reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election so to assume the defense thereof, the Company shall will not be liable to Indemnitee under this Agreement for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ his own chosen counsel in such action, suit or proceeding but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee, Indemnitee unless (i) the employment of such counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of the defense of such action, suit or proceeding action or (iii) the Company shall not in fact have employed its counsel to assume the defense of such action, in each of which cases the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any action, suit or proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the conclusion described provided for in (ii) above and notified the Company or as to which Indemnitee shall have made the conclusion provided for in (ii) above and notified the Company of this Section 7(b); andsuch decision in writing specifying the reasons therefore. (c) the The Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without the Company’s its written consent. The Company shall not settle any action or claim in any manner which would impose any penalty, equitable remedy or injunctive or other relief penalty or limitation on Indemnitee without Indemnitee’s 's prior written consent. Neither the Company nor Indemnitee shall will unreasonably withhold their consent to any proposed settlement.

Notification and Defense of Claim. Promptly after receipt by Indemnitee Indemnified Party of notice of the commencement of any actionProceeding, suit or proceeding, Indemnitee shallIndemnified Party will, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement thereof; but the omission so to notify the Company shall will not relieve it from any liability which it may have to IndemniteeIndemnified Party otherwise than under this Agreement except to the extent the Company has been prejudiced by such omission. With respect to any such action, suit or proceeding Proceeding as to which Indemnitee Indemnified Party notifies the Company of the commencement thereof: (a) the The Company shall will be entitled to participate therein at its own expense;. (b) except Except as otherwise provided below, to the extent that it may wish, the Company jointly with any other indemnifying party similarly notified shall will be entitled to assume the defense thereof, with counsel reasonably satisfactory to IndemniteeIndemnified Party. After notice from the Company to Indemnitee Indemnified Party of its election so to assume the defense thereof, the Company shall will not be liable to Indemnitee Indemnified Party under this Agreement for any legal or other expenses subsequently incurred by Indemnitee Indemnified Party in connection with the defense thereof other than reasonable costs of investigation or as otherwise specifically provided below. Indemnitee Indemnified Party shall have the right to employ his own chosen counsel in such action, suit or proceeding Proceeding but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee, Indemnified Party unless (i) the employment of such counsel by Indemnitee Indemnified Party has been authorized by the CompanyCompany in writing, (ii) Indemnitee Indemnified Party shall have reasonably concluded that it is reasonably likely that there may be is a conflict of interest between the Company and Indemnitee Indemnified Party in the conduct of the defense of such action, suit or proceeding Proceeding or (iii) the Company shall not in fact have employed its counsel to assume the defense of such actionProceeding, in each of which cases the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any action, suit or proceeding Proceeding brought by or on behalf of the Company or as to which Indemnitee Indemnified Party shall have made the conclusion described provided for in (ii) of this Section 7(b); andabove. (c) the The Company shall not be liable to indemnify Indemnitee Indemnified Party under this Agreement for any amounts paid in settlement of any action Proceeding or claim effected without the Company’s its written consent. The Company shall not settle any action Proceeding or claim in any manner which would impose any penalty, equitable remedy or injunctive or other relief penalty or limitation on Indemnitee Indemnified Party without Indemnitee’s Indemnified Party's written consent. Neither the Company nor Indemnitee shall Indemnified Party will unreasonably withhold their withhold, condition or delay any such consent to any proposed settlement.

Notification and Defense of Claim. Promptly after receipt by Indemnitee the Director of notice of the commencement of any action, suit or proceeding, Indemnitee shallProceeding, if a claim in respect thereof is to be made against the Company under this Agreementagreement, the Director shall notify the Company of the commencement thereof; , but the delay or omission to so to notify the Company shall not relieve it the Company from any liability which it may have to Indemniteethe Director under this agreement, except to the extent the Company is materially prejudiced by such delay or omission. With respect to any such action, suit or proceeding as to Proceeding of which Indemnitee the Director notifies the Company of the commencement thereofcommencement: (a) the The Company shall be entitled to participate therein at its own expense; (b) except as otherwise provided below, to the extent that it may wish, the The Company jointly with any other indemnifying party similarly notified shall be entitled to assume the defense thereof, jointly with any other indemnifying party similarly notified, with counsel reasonably satisfactory to Indemniteeselected by the Company and approved by the Director, which approval shall not unreasonably be withheld. After notice from the Company to Indemnitee the Director of its the Company's election so to assume the defense thereofsuch defense, the Company shall not be liable to Indemnitee the Director under this Agreement agreement for any legal or other expenses Expenses subsequently incurred by Indemnitee the Director in connection with the defense thereof other than reasonable costs of investigation or except as otherwise provided below. Indemnitee The Director shall have the right to employ his own chosen counsel in such actionProceeding, suit or proceeding but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the such defense thereof shall be at the expense expenses of Indemnitee, the Director unless (i) the employment of such counsel by Indemnitee the Director has been authorized by the Company, (ii) Indemnitee the Director, upon the advice of counsel, shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee the Director in the conduct of the defense of such actiondefense, suit or proceeding or (iii) the Company shall has not in fact have employed its counsel to assume the defense of such actiondefense, in each any of which cases the fees and expenses of Indemnitee’s such counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any action, suit or proceeding Proceeding brought by or on behalf of the Company or as to which Indemnitee the Director, upon the advice of counsel, shall have made the conclusion described in (ii) ), above. In the event the Company assumes the defense of any Proceeding as provided in this Section 7(b6(b), the Company may defend or settle such Proceeding as it deems appropriate; andprovided, however, the Company shall not settle any Proceeding in any manner which would impose any penalty or limitation on the Director without the Director's written consent, which consent shall not be unreasonably withheld. (c) the The Company shall not be liable required to indemnify Indemnitee the Director under this Agreement agreement for any amounts paid in settlement of any action or claim effected Proceeding without the Company’s 's written consent. The Company , which consent shall not settle any action or claim in any manner which would impose any penalty, equitable remedy or injunctive or other relief or limitation on Indemnitee without Indemnitee’s written consent. Neither be unreasonably withheld. (d) The Director shall cooperate with the Company nor Indemnitee shall unreasonably withhold their consent to any proposed settlementin all ways reasonably requested by it in connection with the Company fulfilling its obligations under this agreement.

Notification and Defense of Claim. Promptly after receipt by the Indemnitee of notice of any Proceeding, the commencement of any action, suit or proceeding, Indemnitee shallwill, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company in writing of the commencement thereof; but the omission so to notify the Company shall will not relieve it from any liability which that it may have to the Indemnitee. With Notwithstanding any other provision of this Agreement, with respect to any such action, suit or proceeding as to Proceeding of which the Indemnitee notifies the Company of the commencement thereofCompany: (a) the Company shall be entitled to participate therein at its own expense;; and (b) except as otherwise provided belowin this Section 14(b), to the extent that it may wish, the Company Company, jointly with any other indemnifying party similarly notified notified, shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee. After notice from the Company to the Indemnitee of its election so to assume the defense thereof, the Company shall not be liable to the Indemnitee under this Agreement for any legal or other expenses of counsel subsequently incurred by the Indemnitee in connection with the defense thereof other than reasonable costs of investigation or except as otherwise provided below. The Indemnitee shall have the right to employ his the Indemnitee’s own chosen counsel in such actionProceeding, suit or proceeding but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee, the Indemnitee unless (i) the employment of such counsel by the Indemnitee has been authorized by the Company, (ii) 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 such action, suit or proceeding or (iii) the Company shall not within 15 days of receipt of notice from the Indemnitee in fact have employed its counsel to assume the defense of such the action, in each of which cases the fees and expenses of the Indemnitee’s counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any action, suit or proceeding Proceeding brought by or on behalf of the Company or as to which the Indemnitee shall have made the conclusion described provided for in clause (ii) of this Section 7(b)above; and (c) if the Company has assumed the defense of a Proceeding, the Company shall not be liable to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any action or claim Proceeding effected without the Company’s prior written consent. The Company shall not settle any action or claim Proceeding in any manner which that would impose any penalty, equitable remedy or injunctive or other relief penalty or limitation on or disclosure obligation with respect to the Indemnitee without the Indemnitee’s prior written consent. Neither the Company nor the Indemnitee shall will unreasonably withhold their its consent to any proposed settlement.

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceedingProceeding, Indemnitee shall, if a claim in respect thereof is to be made against the Company under this Agreement, will notify the Company in writing of the commencement thereof; but the omission to so to notify the Company shall will not relieve it from any liability which that it may have to Indemnitee. With Notwithstanding any other provision of this Agreement, with respect to any such action, suit or proceeding as to Proceeding of which Indemnitee notifies the Company of the commencement thereofCompany: (a) the Company shall be entitled to participate therein at its own expense; (b) except Except as otherwise provided belowin this Section 8, to the extent that it may wish, the Company may, separately or jointly with any other indemnifying party similarly notified shall be entitled to party, assume the defense thereofof a Proceeding, with legal counsel reasonably satisfactory acceptable to the Indemnitee. After notice from the Company to Indemnitee of its election so to assume the defense thereofof the Proceeding, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company shall not be liable to Indemnitee under this Agreement for any legal or other expenses Expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation or except as otherwise provided below. Indemnitee shall have the right to employ his Indemnitee’s own chosen counsel in such actionProceeding, suit or proceeding but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee, Indemnitee unless (i) the employment of such counsel by Indemnitee has been authorized by the Company, (ii) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of the defense of such actionthe Proceeding, suit or proceeding or (iii) the Company shall not within sixty (60) calendar days of receipt of notice from Indemnitee in fact have employed its counsel to assume the defense of such actionthe Proceeding, in each of which cases the fees and expenses of Indemnitee’s counsel for the Indemnitee shall be at the expense of the Company. . (b) The Company shall not be entitled entitled, without the consent of the Indemnitee, to assume the defense of any action, suit or proceeding Proceeding brought by or on behalf of the Company Company, or as to which counsel for the Indemnitee shall have reasonably made the conclusion described provided for in subparagraph (iia)(ii) of this Section 7(b); andabove. (c) Regardless of whether the Company has assumed the defense of a Proceeding, the Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim Proceeding effected without the Company’s written consent. The , and the Company shall not settle any action or claim Proceeding in any manner which that would impose any penalty, equitable remedy or injunctive or other relief penalty or limitation on on, or require any payment from, Indemnitee without Indemnitee’s written consent. Neither the Company nor Indemnitee shall will unreasonably withhold their or delay its consent to any proposed settlement.

Notification and Defense of Claim. Promptly after receipt by the Indemnitee of notice of the commencement of any action, suit suit, investigation or proceeding, the Indemnitee shallwill, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company in writing of the commencement thereof; but the omission to so to notify the Company shall will not relieve it the Company from any liability which that it may have to Indemniteethe Indemnitee otherwise than under this Agreement or otherwise, except to the extent that the Company may suffer material prejudice by reason of such failure. With Notwithstanding any other provision of this Agreement, with respect to any such action, suit suit, investigation or proceeding as to which the Indemnitee notifies gives notice to the Company of the commencement thereof: (a) the The Company shall will be entitled to participate therein at its own expense;. (b) except Except as otherwise provided belowin this Section 11(b), to the extent that it may wish, the Company Company, jointly with any other indemnifying party similarly notified notified, shall be entitled to assume the defense thereof, thereof with counsel reasonably satisfactory to the Indemnitee. After notice from the Company to the Indemnitee of its election to so to assume the defense thereof, the Company shall not be liable to the Indemnitee under this Agreement for any legal or other expenses Expenses subsequently incurred by the Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. The Indemnitee shall have the right to employ his the Indemnitee’s own chosen counsel in such actionaction or lawsuit, suit or proceeding but the fees and expenses Expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee, the Indemnitee unless (i) the employment of such counsel by the Indemnitee has been authorized by the Company, (ii) 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 such actionaction and such determination by the Indemnitee shall be supported by an opinion of counsel, suit or proceeding which opinion shall be reasonably acceptable to the Company, or (iii) the Company shall not in fact have employed its counsel to assume the defense of such the action, in each of which cases the fees and expenses Expenses of Indemnitee’s counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any action, suit suit, investigation or proceeding brought by or on behalf of the Company or as to which the Indemnitee shall have made reached the conclusion described provided for in clause (ii) of this Section 7(b); andabove. (c) the The Company shall not be liable to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any action action, suit, investigation or claim proceeding effected without the Company’s its written consent, which consent shall not be unreasonably withheld. The Company shall not be required to obtain the consent of the Indemnitee to settle any action action, suit, investigation or claim in any manner proceeding which would impose any penalty, equitable remedy or injunctive or other relief or limitation on Indemnitee without Indemnitee’s written consent. Neither the Company nor has undertaken to defend if the Company assumes full and sole responsibility for such settlement and such settlement grants the Indemnitee a complete and unqualified release in respect of any potential liability. (d) If, at the time of the receipt of a notice of a claim pursuant to this Section 11, the Company has director and officer liability insurance in effect, the Company shall unreasonably withhold their consent give prompt notice of the commencement of such proceeding to any proposed settlementthe insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of the policies.

Notification and Defense of Claim. Promptly after receipt by the Indemnitee of notice of the commencement of any action, suit or proceeding, the Indemnitee shallwill, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company in writing of the commencement thereof; but the omission to so to notify the Company shall will not relieve it the Company from any liability which that it may have to Indemniteethe Indemnitee under this Agreement or otherwise, except to the extent that the Company may suffer material prejudice by reason of such failure. With Notwithstanding any other provision of this Agreement, with respect to any such action, suit or proceeding as to which the Indemnitee notifies gives notice to the Company of the commencement thereof: (a) the The Company shall will be entitled to participate therein at its own expense;. (b) except Except as otherwise provided belowin this Section 12(b), to the extent that it may wish, the Company Company, jointly with any other indemnifying party similarly notified notified, shall be entitled to assume the defense thereof, thereof with counsel reasonably satisfactory to the Indemnitee. After notice from the Company to the Indemnitee of its election to so to assume the defense thereof, the Company shall not be liable to the Indemnitee under this Agreement for any legal or other expenses Expenses subsequently incurred by the Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. The Indemnitee shall have the right to employ his the Indemnitee's own chosen counsel in such actionaction or lawsuit, suit or proceeding but the fees and expenses Expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee, the Indemnitee unless (i) the employment of such counsel by the Indemnitee has been authorized by the Company, (ii) 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 such actionaction and such determination by the Indemnitee shall be supported by an opinion of counsel, suit or proceeding which opinion shall be reasonably acceptable to the Company, or (iii) the Company shall not in fact have employed its counsel to assume the defense of such the action, in each of which cases the fees and expenses Expenses of Indemnitee’s counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any action, suit or proceeding brought by or on behalf of the Company or as to which the Indemnitee shall have made reached the conclusion described provided for in clause (ii) of this Section 7(b); andabove. (c) the The Company shall not be liable to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without the Company’s its written consent, which consent shall not be unreasonably withheld. The Company shall not be required to obtain the consent of Indemnitee to settle any action or claim in any manner which would impose any penalty, equitable remedy or injunctive or other relief or limitation on Indemnitee without Indemnitee’s written consent. Neither the Company nor has undertaken to defend if the Company assumes full and sole responsibility for such settlement and such settlement grants Indemnitee a complete and unqualified release in respect of potential liability. (d) If, at the time of the receipt of a notice of a claim pursuant to this Section 12, the Company has director and officer liability insurance in effect, the Company shall unreasonably withhold their consent give prompt notice of the commencement of such proceeding to any proposed settlementthe insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of the policies.

Notification and Defense of Claim. Promptly after receipt by the Indemnitee of notice of the commencement of any action, suit or proceeding, the Indemnitee shallwill, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company in writing of the commencement thereof; but the omission to so to notify the Company shall will not relieve it the Company from any liability which that it may have to Indemniteethe Indemnitee otherwise than under this Agreement or otherwise, except to the extent that the Company may suffer material prejudice by reason of such failure. With Notwithstanding any other provision of this Agreement, with respect to any such action, suit or proceeding as to which the Indemnitee notifies gives notice to the Company of the commencement thereof: (a) the The Company shall will be entitled to participate therein at its own expense;. (b) except Except as otherwise provided belowin this Section 12(b), to the extent that it may wish, the Company Company, jointly with any other indemnifying party similarly notified notified, shall be entitled to assume the defense thereof, thereof with counsel reasonably satisfactory to the Indemnitee. After notice from the Company to the Indemnitee of its election to so to assume the defense thereof, the Company shall not be liable to the Indemnitee under this Agreement for any legal or other expenses Expenses subsequently incurred by the Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. The Indemnitee shall have the right to employ his the Indemnitee's own chosen counsel in such actionaction or lawsuit, suit or proceeding but the fees and expenses Expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee, the Indemnitee unless (i) the employment of such counsel by the Indemnitee has been authorized in writing by the Company, (ii) 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 such actionaction and such determination by the Indemnitee shall be supported by an opinion of counsel, suit or proceeding which opinion shall be reasonably acceptable to the Company, or (iii) the Company shall not in fact have employed its counsel to assume the defense of such the action, in each of which cases the fees and expenses Expenses of Indemnitee’s counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any action, suit or proceeding brought by or on behalf of the Company or as to which the Indemnitee shall have made reached the conclusion described provided for in clause (ii) of this Section 7(b); andabove. (c) the The Company shall not be liable to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without the Company’s its written consent, which consent shall not be unreasonably withheld. The Company shall not be required to obtain the consent of Indemnitee to settle any action or claim in any manner which would impose any penalty, equitable remedy or injunctive or other relief or limitation on Indemnitee without Indemnitee’s written consent. Neither the Company nor has undertaken to defend if the Company assumes full and sole responsibility for such settlement and such settlement grants Indemnitee a complete and unqualified release in respect of potential liability. (d) If, at the time of the receipt of a notice of a claim pursuant to this Section 12, the Company has director and officer liability insurance in effect, the Company shall unreasonably withhold their consent give prompt notice of the commencement of such proceeding to any proposed settlementthe insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of the policies.