Common use of Notification and Defense of Claim Clause in Contracts

Notification and Defense of Claim. As a condition precedent to the Indemnitee’s right to be indemnified, the Indemnitee must notify the Corporation in writing as soon as practicable of any Proceeding for which indemnity will or could be sought; provided that failure or delay to provide such notice shall not limit the Indemnitee’s right to indemnification hereunder except to the extent the Corporation is prejudiced by such failure or delay. With respect to any Proceeding of which the Corporation is so notified, the Corporation will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume such defense, the Corporation shall not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with such Proceeding, other than as provided below in this Section 8. The Indemnitee shall have the right to employ his or her own counsel in connection with such Proceeding, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Corporation, (ii) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation and the Indemnitee in the conduct of the defense of such Proceeding or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases the fees and expenses of counsel for the Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement, and provided that Indemnitee’s counsel shall cooperate reasonably with the Corporation’s counsel to minimize the cost of defending claims against the Corporation and the Indemnitee. The Corporation shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. The Corporation shall not be required to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its written consent. The Corporation shall not settle any Proceeding in any manner that would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Corporation nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to the IndemniteeEmployee’s right to be indemnified, the Indemnitee Employee must notify the Corporation Company in writing as soon as practicable of any Proceeding for which indemnity will or could be sought; provided that failure or delay to provide such notice shall not limit the Indemnitee’s right to indemnification hereunder except to the extent the Corporation is prejudiced by such failure or delay. With respect to any Proceeding of which the Corporation Company is so notified, the Corporation Company will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the IndemniteeEmployee. After notice from the Corporation Company to the Indemnitee Employee of its election so to assume such defense, the Corporation Company shall not be liable to the Indemnitee Employee for any legal or other expenses subsequently incurred by the Indemnitee Employee in connection with such Proceeding, other than as provided below in this Section 813.5. The Indemnitee Employee shall have the right to employ his or her own counsel in connection with such Proceeding, but the fees and expenses of such counsel incurred after notice from the Corporation Company of its assumption of the defense thereof shall be at the expense of the Indemnitee Employee unless (i) the employment of counsel by the Indemnitee Employee has been authorized by the CorporationCompany, (ii) counsel to the Indemnitee Employee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation Company and the Indemnitee Employee in the conduct of the defense of such Proceeding or (iii) the Corporation Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases the fees and expenses of counsel for the Indemnitee Employee shall be at the expense of the CorporationCompany, except as otherwise expressly provided by this Agreement, and provided that Indemnitee’s counsel shall cooperate reasonably with the Corporation’s counsel to minimize the cost of defending claims against the Corporation and the Indemnitee. The Corporation Company shall not be entitled, without the consent of the IndemniteeEmployee, to assume the defense of any claim brought by or in the right of the Corporation Company or as to which counsel for the Indemnitee Employee shall have reasonably made the conclusion provided for in clause (ii) above. The Corporation Company shall not be required to indemnify the Indemnitee Employee under this Agreement for any amounts paid in settlement of any Proceeding effected without its written consent. The Corporation Company shall not settle any Proceeding in any manner that which would impose any penalty or limitation on the Indemnitee Employee without the IndemniteeEmployee’s written consent. Neither the Corporation Company nor the Indemnitee Employee will unreasonably withhold or delay their consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to Promptly after receipt by the Indemnitee’s right to be indemnifiedIndemnitee of notice of the commencement of any action, suit or proceeding, the Indemnitee must will, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Corporation Company in writing as soon as practicable of the commencement thereof, but the omission to so notify the Company will not relieve the Company from any Proceeding for which indemnity will or could be sought; provided liability that failure or delay it may have to provide such notice shall not limit the Indemnitee’s right to indemnification hereunder Indemnitee except to the extent that the Corporation is Company shows by clear and convincing evidence that it has been materially and adversely prejudiced by such failure or delayto give timely notice. With Notwithstanding any other provision of this Agreement, with respect to any Proceeding of such action, suit or proceeding as to which the Corporation is so notified, Indemnitee gives notice to the Corporation Company of the commencement thereof: The Company will be entitled to participate therein at its own expense and/or expense; and Except as otherwise provided in this Section 11, 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 at its own expensethereof, with legal counsel reasonably acceptable satisfactory to the Indemnitee. After notice from the Corporation Company to the Indemnitee of its election to so to assume such defensethe defense thereof, the Corporation 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 such Proceeding, the defense thereof other than reasonable costs of investigation or as otherwise provided below in this Section 8below. The Indemnitee shall have the right to employ his or her own counsel in connection with such Proceedingaction, suit or proceeding, but the fees and expenses of such counsel incurred after notice from the Corporation Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the CorporationCompany, (ii) counsel to the Indemnitee shall have reasonably concluded that there may be is a conflict of interest or position on any significant issue between the Corporation Company and the Indemnitee in the conduct of the defense of such Proceeding action, or (iii) the Corporation Company shall not in fact have employed counsel to assume the defense of such Proceedingthe action, in each of which cases the fees and expenses of counsel for the Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement, and provided that Indemnitee’s counsel shall cooperate reasonably with the Corporation’s counsel to minimize the cost of defending claims against the Corporation and the IndemniteeCompany. The Corporation Company shall not be entitled, without the consent of the Indemnitee, entitled to assume the defense of any claim action, suit or proceeding brought by or in the right on behalf of the Corporation Company or as to which counsel for the Indemnitee shall have reasonably made reached the conclusion provided for in clause (ii) above. The Corporation Company shall not be required liable to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding action or claim effected without its written consent. The Corporation Company shall not settle any Proceeding action or claim in any manner that would impose any penalty or limitation on the Indemnitee without the Indemnitee’s 's written consent. Neither the Corporation Company nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to the Indemnitee’s right to be indemnified, the Indemnitee must notify the Corporation in writing as soon as practicable of any Proceeding for which indemnity will or could be sought; provided that failure or delay to provide such notice shall not limit the Indemnitee’s right to indemnification hereunder except to the extent the Corporation is prejudiced by such failure or delay. With respect to any Proceeding of which the Corporation is so notified, the Corporation will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume such defense, the Corporation shall not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with such Proceeding, other than as provided below in this Section 87. The Indemnitee shall have the right to employ his or her own counsel in connection with such Proceeding, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Corporation, (ii) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation and the Indemnitee in the conduct of the defense of such Proceeding or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases the fees and expenses of counsel for the Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement, and provided that Indemnitee’s counsel shall cooperate reasonably with the Corporation’s counsel to minimize the cost of defending claims against the Corporation and the Indemnitee. The Corporation shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. The Corporation shall not be required to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its written consent. The Corporation shall not settle any Proceeding in any manner that would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Corporation nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to the an Indemnitee’s right to be indemnified, the such Indemnitee must notify the Corporation in writing as soon as practicable of any Proceeding action, suit, proceeding or investigation involving such Indemnitee for which indemnity will or could be sought; provided that failure or delay to provide such notice shall not limit the Indemnitee’s right to indemnification hereunder except to the extent the Corporation is prejudiced by such failure or delay. With respect to any Proceeding action, suit, proceeding or investigation of which the Corporation is so notified, the Corporation will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume such defense, the Corporation shall not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with such Proceedingaction, suit, proceeding or investigation, other than as provided below in this Section 84. The Indemnitee shall have the right to employ his or her own counsel in connection with such Proceedingaction, suit, proceeding or investigation, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Corporation, (ii) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation and the Indemnitee in the conduct of the defense of such Proceeding action, suit, proceeding or investigation or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such Proceedingaction, suit, proceeding or investigation, in each of which cases the fees and expenses of counsel for the Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement, and provided that Indemnitee’s counsel shall cooperate reasonably with the Corporation’s counsel to minimize the cost of defending claims against the Corporation and the IndemniteeArticle SIXTH. The Corporation shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. The Corporation shall not be required to indemnify the Indemnitee under this Agreement Article SIXTH for any amounts paid in settlement of any Proceeding action, suit, proceeding or investigation effected without its written consent. The Corporation shall not settle any Proceeding action, suit, proceeding or investigation in any manner that which would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Corporation nor the Indemnitee will unreasonably withhold or delay their its consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to the Indemnitee’s his right to be indemnified, the Indemnitee must notify the Corporation in writing as soon as practicable of any Proceeding action, suit, proceeding or investigation involving him for which indemnity will or could be sought; provided that failure or delay to provide such notice shall not limit the Indemnitee’s right to indemnification hereunder except to the extent the Corporation is prejudiced by such failure or delay. With respect to any Proceeding action, suit, proceeding or investigation of which the Corporation is so notified, the Corporation will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume such defense, the Corporation shall not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with such Proceedingclaim, other than as provided below in this Section 84. The Indemnitee shall have the right to employ his or her own counsel in connection with such Proceedingclaim, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Corporation, (ii) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation and the Indemnitee in the conduct of the defense of such Proceeding action or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such Proceedingaction, in each of which cases the fees and expenses of counsel for the Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement, and provided that Indemnitee’s counsel shall cooperate reasonably with the Corporation’s counsel to minimize the cost of defending claims against the Corporation and the IndemniteeArticle. The Corporation shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. The Corporation shall not be required to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its written consent. The Corporation shall not settle any Proceeding in any manner that would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Corporation nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to the Indemnitee’s 's right to be indemnified, the Indemnitee must notify the Corporation in writing as soon as practicable of any Proceeding for which indemnity will or could be sought; provided that failure or delay to provide such notice shall not limit the Indemnitee’s right to indemnification hereunder except to the extent the Corporation is prejudiced by such failure or delay. With respect to any Proceeding of which the Corporation is so notified, the Corporation will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume such defense, the Corporation shall not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with such Proceeding, other than as provided below in this Section 87. The Indemnitee shall have the right to employ his or her own counsel in connection with such Proceeding, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Corporation, (ii) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation and the Indemnitee in the conduct of the defense of such Proceeding or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases the fees and expenses of counsel for the Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement, and provided that Indemnitee’s 's counsel shall cooperate reasonably with the Corporation’s 's counsel to minimize the cost of defending claims against the Corporation and the Indemnitee. The Corporation shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. The Corporation shall not be required to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its written consent. The Corporation shall not settle any Proceeding in any manner that would impose any penalty or limitation on the Indemnitee without the Indemnitee’s 's written consent. Neither the Corporation nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to the IndemniteeExecutive’s right to be indemnified, the Indemnitee Executive must notify the Corporation Company in writing as soon as practicable of any Proceeding for which indemnity will or could be sought; provided that failure or delay to provide such notice shall not limit the Indemnitee’s right to indemnification hereunder except to the extent the Corporation is prejudiced by such failure or delay. With respect to any Proceeding of which the Corporation Company is so notified, the Corporation Company will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the IndemniteeExecutive. After notice from the Corporation Company to the Indemnitee Executive of its election so to assume such defense, the Corporation Company shall not be liable to the Indemnitee Executive for any legal or other expenses subsequently incurred by the Indemnitee Executive in connection with such Proceeding, other than as provided below in this Section 81.4(e). The Indemnitee Executive shall have the right to employ his or her own counsel in connection with such Proceeding, but the fees and expenses of such counsel incurred after notice from the Corporation Company of its assumption of the defense thereof shall be at the expense of the Indemnitee Executive unless (i) the employment of counsel by the Indemnitee Executive has been authorized by the CorporationCompany, (ii) counsel to the Indemnitee Executive shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation Company and the Indemnitee Executive in the conduct of the defense of such Proceeding or (iii) the Corporation Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases the fees and expenses of counsel for the Indemnitee Executive shall be at the expense of the CorporationCompany, except as otherwise expressly provided by this Agreement, and provided that Indemnitee’s counsel shall cooperate reasonably with the Corporation’s counsel to minimize the cost of defending claims against the Corporation and the IndemniteeAmendment. The Corporation Company shall not be entitled, without the consent of the IndemniteeExecutive, to assume the defense of any claim brought by or in the right of the Corporation Company or as to which counsel for the Indemnitee Executive shall have reasonably made the conclusion provided for in clause (ii) above. The Corporation Company shall not be required to indemnify the Indemnitee Executive under this Agreement Amendment for any amounts paid in settlement of any Proceeding effected without its written consent. The Corporation Company shall not settle any Proceeding in any manner that which would impose any penalty or limitation on the Indemnitee Executive without the IndemniteeExecutive’s written consent. Neither the Corporation Company nor the Indemnitee Executive will unreasonably withhold or delay their consent to any proposed settlement.

Notification and Defense of Claim. As Not later than thirty (30) days after receipt by Agent of notice of the commencement of any action, suit or proceeding, Agent will, if a condition precedent to the Indemnitee’s right claim in respect thereof is to be indemnifiedmade against the Corporation under this Agreement, the Indemnitee must notify the Corporation in writing as soon as practicable or confirm that the Corporation has notice of any Proceeding for which indemnity will the commencement thereof; but the omission so to notify or could be sought; provided that failure or delay so to provide such confirm notice shall not limit the Indemnitee’s right to indemnification hereunder except to the extent the Corporation is prejudiced by such failure or delaywill not relieve it from any liability which it may have to Agent otherwise than under this Agreement. With respect to any Proceeding of such action, suit or proceeding as to which Agent notifies the Corporation is so notified, of the commencement thereof or confirms that the Corporation has such notice: the Corporation will be entitled to participate therein at its own expense and/or expense; except as otherwise provided below, the Corporation may, at its option and jointly with any other indemnifying party similarly notified and electing to assume such defense, assume the defense thereof at its own expensethereof, with legal counsel reasonably acceptable satisfactory to the IndemniteeAgent. After notice from the Corporation to the Indemnitee Agent of its election so to assume such defensethe defense thereof, the Corporation shall will not be liable to the Indemnitee Agent under this Agreement for any legal or other expenses subsequently incurred by the Indemnitee Agent in connection with such Proceeding, other than the defense thereof except for reasonable costs of investigation or otherwise as provided below in this Section 8below. The Indemnitee Agent shall have the right to employ his or her own separate counsel in connection with such Proceedingaction, suit or proceeding but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee Agent unless (i) the employment of counsel by the Indemnitee Agent has been authorized by the Corporation, (ii) counsel to the Indemnitee Agent shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation (or any other agent or agents for whom the Corporation has assumed or may assume the defense) and the Indemnitee Agent in the conduct of the defense of such Proceeding action; or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such Proceedingaction, in each of which cases the fees and expenses of Agent's separate counsel for the Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement, and provided that Indemnitee’s counsel shall cooperate reasonably with the Corporation’s counsel to minimize the cost of defending claims against the Corporation and the Indemnitee. The Corporation shall not be entitled, without the consent of the Indemnitee, entitled to assume the defense of any claim action, suit or proceeding brought by or in the right on behalf of the Corporation or as to which counsel for the Indemnitee Agent shall have reasonably made the conclusion provided for in clause (ii) above. The ; and the Corporation shall not be required liable to indemnify the Indemnitee Agent under this Agreement for any amounts paid in settlement of any Proceeding action or claim effected without its written consent, which shall not be unreasonably withheld. The Corporation shall be permitted to settle any action except that it shall not settle any Proceeding action or claim in any manner that would impose any penalty or limitation on the Indemnitee Agent without the Indemnitee’s Agent's written consent. Neither the Corporation nor the Indemnitee will unreasonably withhold , which may be given or delay their consent to any proposed settlementwithheld in Agent's sole discretion.

Notification and Defense of Claim. As a condition precedent to the Indemnitee’s right to be indemnified, the Indemnitee must notify the Corporation in writing as soon as practicable of any Proceeding for which indemnity will or could be sought; provided that failure or delay to provide such notice shall not limit the Indemnitee’s right to indemnification hereunder except to the extent the Corporation is prejudiced by such failure or delay. With respect to any Proceeding of which the Corporation is so notified, the Corporation will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume such defense, the Corporation shall not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with such Proceeding, other than as provided below in this Section 87. The Indemnitee shall have the right to employ his or her own counsel in connection with such Proceeding, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Corporation, (ii) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation and the Indemnitee in the conduct of the defense of such Proceeding or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases the fees and expenses of counsel for the Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement, and provided that Indemnitee’s counsel shall cooperate reasonably with the Corporation’s counsel to minimize the cost of defending claims against the Corporation and the Indemnitee. The Corporation shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. The Corporation shall not be required to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its written consent. The Corporation shall not settle any Proceeding in any manner that would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Corporation nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Notification and Defense of Claim. (a) As a condition precedent to the Indemnitee’s right to be indemnified, the Indemnitee must notify the Corporation in writing as soon as practicable of any Proceeding for which indemnity will or could be sought; provided that failure or delay to provide such notice shall not limit the Indemnitee’s right to indemnification hereunder except to the extent the Corporation is prejudiced by such failure or delay. With respect to any Proceeding of which the Corporation is so notified, the Corporation will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume such defense, the Corporation shall not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with such Proceeding, other than as provided below in this Section 86. The Indemnitee shall have the right to employ his or her own counsel in connection with such Proceeding, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Corporation, (ii) counsel to the Indemnitee shall have reasonably concluded determined that there may be a conflict of interest or position on any significant issue between the Corporation and the Indemnitee in the conduct of the defense of such Proceeding or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases the fees and expenses of counsel for the Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement, and provided that Indemnitee’s counsel shall cooperate reasonably with the Corporation’s counsel to minimize the cost of defending claims against the Corporation and the Indemnitee. The Corporation shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion determination provided for in clause (ii) above. The Corporation shall not be required to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its written consent. The Corporation shall not settle any Proceeding in any manner that would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Corporation nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to the Indemnitee’s right to be indemnified, the Indemnitee must notify the Corporation in writing as soon as practicable of any Proceeding for which indemnity will or could be sought; provided that failure or delay to provide such notice shall not limit the Indemnitee’s right to indemnification hereunder except to the extent the Corporation is prejudiced by such failure or delay. With respect to any Proceeding of which the Corporation is so notified, the Corporation will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume such defense, the Corporation shall not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with such Proceeding, other than as provided below in this Section 8Paragraph 7. The Indemnitee shall have the right to employ his or her own counsel in connection with such Proceeding, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Corporation, (ii) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation and the Indemnitee in the conduct of the defense of such Proceeding or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases the fees and expenses of counsel for the Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement, and provided that Indemnitee’s counsel shall cooperate reasonably with the Corporation’s counsel to minimize the cost of defending claims against the Corporation and the Indemnitee. The Corporation shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. The Corporation shall not be required to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its written consent. The Corporation shall not settle any Proceeding in any manner that which would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Corporation nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Notification and Defense of Claim. (a) As a condition precedent to the Indemnitee’s right to be indemnified, the Indemnitee must notify the Corporation in writing as soon as practicable of any Proceeding for which indemnity will or could be sought; provided that failure or delay to sought by Indemnitee and provide such notice shall not limit the Indemnitee’s right to indemnification hereunder except to the extent the Corporation with a copy of any summons, citation, subpoena, complaint, indictment, information or other document relating to such Proceeding with which Indemnitee is prejudiced by such failure or delayserved. With respect to any Proceeding of which the Corporation is so notified, the Corporation will be entitled (i) to participate therein at its own expense and/or (ii) to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume such defense, the Corporation shall not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with such Proceedingclaim, other than as provided below in this Section 8Paragraph 5. The Indemnitee shall have the right to employ his or her Indemnitee’s own counsel in connection with such Proceedingclaim, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Corporation, (ii) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation and the Indemnitee in the conduct of the defense of such Proceeding action or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such Proceedingaction, in each of which cases the reasonable fees and expenses of counsel for the Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement, and provided that Indemnitee’s counsel shall cooperate reasonably with the Corporation’s counsel to minimize the cost of defending claims against the Corporation and the Indemnitee. The Corporation shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. The Corporation shall not be required to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its written consent. The Corporation shall not settle any Proceeding in any manner that would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Corporation nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to the --------------------------------- Indemnitee’s 's right to be indemnified, the Indemnitee must agrees to notify the Corporation in writing as soon as reasonably practicable of any Proceeding for which indemnity will or could be soughtsought by Indemnitee and provide the Corporation with a copy of any summons, citation, subpoena, complaint, indictment, information or other document relating to such Proceeding with which Indemnitee is served; provided provided, however, that the failure or delay to provide give such notice shall not limit relieve the Indemnitee’s right Corporation of its obligations to indemnification hereunder Indemnitee under this Agreement, except to the extent extent, if any, that the Corporation is actually prejudiced by the failure to give such failure or delaynotice. With respect to any Proceeding of which the Corporation is so notified, the Corporation will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume such defense, the Corporation shall not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with such Proceeding, other than as provided below in this Section 8Paragraph 7. The Indemnitee shall have the right to employ his or her Indemnitee's own counsel in connection with such Proceeding, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Corporation, (ii) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation and the Indemnitee in the conduct of the defense of such Proceeding or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases the fees and expenses of counsel for the Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement, and provided that Indemnitee’s counsel shall cooperate reasonably with the Corporation’s counsel to minimize the cost of defending claims against the Corporation and the Indemnitee. The Corporation shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. The Corporation shall not be required to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its written consent. The Corporation shall not settle any Proceeding in any manner that which would impose any penalty or limitation on the Indemnitee without the Indemnitee’s 's written consent. Neither the Corporation nor the Indemnitee will unreasonably withhold or delay their its consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to the Indemnitee’s his right to be indemnified, the Indemnitee must notify the Corporation in writing as soon as practicable of any Proceeding for which indemnity will or could be sought; provided that failure or delay to sought by him and provide such notice shall not limit the Indemnitee’s right to indemnification hereunder except to the extent the Corporation with a copy of any summons, citation, subpoena, complaint, indictment, information or other document relating to such Proceeding with which he is prejudiced by such failure or delayserved. With respect to any Proceeding of which the Corporation is so notified, the Corporation will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume such defense, the Corporation shall not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with such Proceedingclaim, other than as provided below in this Section 8Paragraph 6. The Indemnitee shall have the right to employ his or her own counsel in connection with such Proceedingclaim, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Corporation, (ii) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation and the Indemnitee in the conduct of the defense of on such Proceeding action or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such Proceedingaction, in each of which cases the fees and expenses of counsel for the Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement, and provided that Indemnitee’s counsel shall cooperate reasonably with the Corporation’s counsel to minimize the cost of defending claims against the Corporation and the Indemnitee. The Corporation shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. The Corporation shall not be required to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its written consent. The Corporation shall not settle any Proceeding in any manner that which would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Corporation nor the Indemnitee will unreasonably withhold its or delay their his consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to the Indemnitee’s his right to be indemnified, the Indemnitee must notify the Corporation in writing as soon as practicable of any Proceeding for which indemnity will or could be sought; provided that failure or delay to sought by him and provide such notice shall not limit the Indemnitee’s right to indemnification hereunder except to the extent the Corporation with a copy of any summons, citation, subpoena, complaint, indictment, information or other document relating to such Proceeding with which he is prejudiced by such failure or delayserved. With respect to any Proceeding of which the Corporation is so notified, the Corporation will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume such defense, the Corporation shall not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with such Proceedingclaim, other than as provided below in this Section 8Paragraph 7. The Indemnitee shall have the right to employ his or her own counsel in connection with such Proceedingclaim, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Corporation, (ii) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation and the Indemnitee in the conduct of the defense of such Proceeding action or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such Proceedingaction, in each of which cases the fees and expenses of counsel for the Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement, and provided that Indemnitee’s counsel shall cooperate reasonably with the Corporation’s counsel to minimize the cost of defending claims against the Corporation and the Indemnitee. The Corporation shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. The Corporation shall not be required to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its written consent. The Corporation shall not settle any Proceeding in any manner that which would impose any penalty or limitation on the Indemnitee without the Indemnitee’s 's written consent. Neither the Corporation nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to the IndemniteeIndemnified Party’s right to be indemnified, the Indemnitee Indemnified Party must promptly notify the Corporation in writing as soon as practicable of receipt of notice of any Proceeding or Witness Proceeding for which indemnity will or could be is sought; provided , provided, however, that the failure or delay to provide give such notice shall will not limit relieve the Indemnitee’s right Corporation of any liability that it may have to indemnification hereunder any Indemnified Party, except and only to the extent that it is determined by final, non-appealable order of a court of competent jurisdiction that the Corporation is defense of the Indemnified Party in such Proceeding or Witness Proceeding was materially prejudiced by the Indemnified Party’s failure to give such failure or delaynotice. With respect to any Proceeding or Witness Proceeding of which the Corporation is so notified, the Corporation will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the IndemniteeIndemnified Party. After notice from the Corporation to the Indemnitee Indemnified Party of its election so to assume such defense, the Corporation shall not be liable to the Indemnitee Indemnified Party for any legal or other expenses attorney fees subsequently incurred by the Indemnitee Indemnified Party for so long as the Corporation maintains such defense in connection with such Proceedingclaim, other than as provided below in this Section 85. The Indemnitee Indemnified Party shall have the right to employ his or her own counsel in connection with such Proceeding or Witness Proceeding, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee Indemnified Party unless (i) the employment of counsel by the Indemnitee Indemnified Party has been authorized by the Corporation, (ii) counsel to the Indemnitee Indemnified Party shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation and the Indemnitee Indemnified Party in the conduct of the defense of such Proceeding or Witness Proceeding, or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such Proceedingaction, in each of which cases the fees and expenses of counsel for the Indemnitee Indemnified Party shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement, and provided that Indemnitee’s counsel shall cooperate reasonably with the Corporation’s counsel to minimize the cost of defending claims against the Corporation and the Indemnitee. The Corporation shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. The Corporation shall not be required to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its written consent. The Corporation shall not settle any Proceeding in any manner that would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Corporation nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Notification and Defense of Claim. (a) As a condition precedent to the Indemnitee’s right to be indemnified, the Indemnitee must notify the Corporation Bank in writing as soon as practicable of any Proceeding for which indemnity will or could be sought; provided that failure sought by Indemnitee and provide the Bank with a copy of any summons, citation, subpoena, complaint, indictment, information or delay other document relating to provide such notice shall not limit the Indemnitee’s right to indemnification hereunder except to the extent the Corporation Proceeding with which Indemnitee is prejudiced by such failure or delayserved. With respect to any Proceeding of which the Corporation Bank is so notified, the Corporation Bank will be entitled (i) to participate therein at its own expense and/or (ii) to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Indemnitee. After notice from the Corporation Bank to the Indemnitee of its election so to assume such defense, the Corporation Bank shall not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with such Proceedingclaim, other than as provided below in this Section 8Paragraph 5. The Indemnitee shall have the right to employ his or her Indemnitee’s own counsel in connection with such Proceedingclaim, but the fees and expenses of such counsel incurred after notice from the Corporation Bank of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the CorporationBank, (ii) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation Bank and the Indemnitee in the conduct of the defense of such Proceeding action or (iii) the Corporation Bank shall not in fact have employed counsel to assume the defense of such Proceedingaction, in each of which cases the reasonable fees and expenses of counsel for the Indemnitee shall be at the expense of the CorporationBank, except as otherwise expressly provided by this Agreement, and provided that Indemnitee’s counsel shall cooperate reasonably with the CorporationBank’s counsel to minimize the cost of defending claims against the Corporation Bank and the Indemnitee. The Corporation Bank shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation Bank or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. The Corporation shall not be required to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its written consent. The Corporation shall not settle any Proceeding in any manner that would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Corporation nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to the Indemnitee’s his right to be indemnifiedindemnified under this Agreement, the Indemnitee must notify the Corporation in writing as soon as practicable of any Proceeding for which indemnity Indemnitee will seek indemnification or for which indemnification could be soughtsought by him and provide the Corporation with a copy of any summons, citation, subpoena, complaint, indictment, information or other document relating to such Proceeding with which he is served; provided that any failure or delay to provide such notice so notify the Corporation shall not limit relieve the Indemnitee’s right to indemnification hereunder Corporation from any liability under this Agreement, except to the extent any delay or failure by Indemnitee to provide notice to the Corporation is prejudiced by such failure or delayshall increase the Corporation's liability hereunder. With respect to any Proceeding of which the Corporation is so notified, the Corporation will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Indemnitee. After written notice from the Corporation to the Indemnitee of its election so to assume such defense, the Corporation shall not be liable to the Indemnitee for any legal fees or other expenses of counsel subsequently incurred by the Indemnitee in connection with such Proceeding, other than as provided below in this Section 8Paragraph 7. The Indemnitee shall have the right to employ his or her own counsel in connection with such Proceeding, but the any fees and expenses of such counsel incurred after written notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Corporation, (ii) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on in any significant issue between the Corporation and the Indemnitee or between Indemnitee and any other jointly represented party in the conduct of the defense of such Proceeding Proceeding, or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases the reasonable fees and expenses of counsel for the Indemnitee shall be at the expense of the Corporation, Corporation except as otherwise expressly provided by this Agreement, and provided that Indemnitee’s counsel shall cooperate reasonably with the Corporation’s counsel to minimize the cost of defending claims against the Corporation and the Indemnitee. The Corporation shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. The Corporation shall not be required to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its written consent. The Corporation shall may not settle any Proceeding in any manner that would impose any penalty for which he seeks indemnification hereunder without first obtaining the prior written consent of the Corporation, which shall not be unreasonably withheld, conditioned or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Corporation nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlementdelayed.

Notification and Defense of Claim. As a condition precedent to the IndemniteeEmployee’s right to be indemnified, the Indemnitee Employee must notify the Corporation Company in writing as soon as practicable of any Proceeding for which indemnity will or could be sought; provided that failure or delay to provide such notice shall not limit the Indemnitee’s right to indemnification hereunder except to the extent the Corporation is prejudiced by such failure or delay. With respect to any Proceeding of which the Corporation Company is so notified, the Corporation Company will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the IndemniteeEmployee. After notice from the Corporation Company to the Indemnitee Employee of its election so to assume such defense, the Corporation Company shall not be liable to the Indemnitee Employee for any legal or other expenses subsequently incurred by the Indemnitee Employee in connection with such Proceeding, other than as provided below in this Section 813.5. The Indemnitee Employee shall have the right to employ his or her own counsel in connection with such Proceeding, but the fees and expenses of such counsel incurred after notice from the Corporation Company of its assumption of the defense thereof shall be at the expense of the Indemnitee Employee unless (i) the employment of counsel by the Indemnitee Employee has been authorized by the CorporationCompany, (ii) counsel to the Indemnitee Employee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation Company and the Indemnitee Employee in the conduct of the defense of such Proceeding or (iii) the Corporation Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases the fees and expenses of counsel for the Indemnitee Employee shall be at the expense of the CorporationCompany, except as otherwise expressly provided by this Agreement, and provided that Indemnitee’s counsel shall cooperate reasonably with the Corporation’s counsel to minimize the cost of defending claims against the Corporation and the Indemnitee. The Corporation Company shall not be entitled, without the consent of the IndemniteeEmployee, to assume the defense of any claim brought by or in the right of the Corporation Company or as to which counsel for the Indemnitee Employee shall have reasonably made the conclusion provided for in clause (ii) above. The Corporation Company shall not be required to indemnify the Indemnitee Employee under this Agreement for any amounts paid in settlement of any Proceeding effected without its written consent. The Corporation Company shall not settle any Proceeding in any manner that which would impose any penalty or limitation on the Indemnitee Employee without the IndemniteeEmployee’s written consent. Neither the Corporation Company nor the Indemnitee Employee will unreasonably withhold or delay their consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to the Indemnitee’s 's right to be indemnified, the Indemnitee must notify the Corporation in writing as soon as practicable of any Proceeding for which indemnity will or could be sought; provided that failure or delay to provide such notice shall not limit the Indemnitee’s right to indemnification hereunder except to the extent the Corporation is prejudiced by such failure or delay. With respect to any Proceeding of which the Corporation is so notified, the Corporation will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume such defense, the Corporation shall not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with such Proceeding, other than as provided below in this Section 8Paragraph 7. The Indemnitee shall have the right to employ his or her own counsel in connection with such Proceeding, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Corporation, (ii) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation and the Indemnitee in the conduct of the defense of such Proceeding or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases the fees and expenses of counsel for the Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement, and provided that Indemnitee’s counsel shall cooperate reasonably with the Corporation’s counsel to minimize the cost of defending claims against the Corporation and the Indemnitee. The Corporation shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. The Corporation shall not be required to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its written consent. The Corporation shall not settle any Proceeding in any manner that would impose any penalty or limitation on the Indemnitee without the Indemnitee’s 's written consent. Neither the Corporation nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to the Indemnitee’s right to be indemnified, the Indemnitee must notify the Corporation Company in writing as soon as practicable of any Proceeding involving such Indemnitee for which indemnity will or could be sought; provided that failure or delay to provide such notice shall not limit the Indemnitee’s right to indemnification hereunder except to the extent the Corporation is prejudiced by such failure or delay. With respect to any Proceeding of which the Corporation Company is so notified, the Corporation Company will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Indemnitee. After notice from the Corporation Company to the Indemnitee of its election so to assume such defense, the Corporation Company shall not be liable to the Indemnitee for any legal or other expenses expense subsequently incurred by the Indemnitee in connection with such Proceedingaction, suit, proceeding, or investigation, other than as provided below in this Section 85. The Indemnitee shall have the right to employ his or her own counsel in connection with such Proceedingaction, suit, proceeding, or investigation, but the fees and the expenses of such counsel incurred after notice from the Corporation Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the CorporationCompany, (ii) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation Company and the Indemnitee in the conduct of the defense of such Proceeding or (iii) the Corporation Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases the fees and expenses of counsel for the Indemnitee Indemnitee, shall be at the expense of the CorporationCompany, except as otherwise expressly provided by this Agreement, and provided that Indemnitee’s counsel shall cooperate reasonably with the Corporation’s counsel to minimize the cost of defending claims against the Corporation and the Indemnitee. The Corporation Company shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation Company or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (iiSection 5(ii) above. The Corporation Company shall not be required to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its written consent. The Corporation Company shall not settle any Proceeding in any manner that which would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Corporation Company nor the Indemnitee will unreasonably withhold or delay their its consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to the an Indemnitee’s right to be indemnified, the such Indemnitee must notify the Corporation in writing as soon as practicable of any Proceeding action, suit, proceeding or investigation involving such Indemnitee for which indemnity will or could be sought; provided that failure or delay to provide such notice shall not limit the Indemnitee’s right to indemnification hereunder except to the extent the Corporation is prejudiced by such failure or delay. With respect to any Proceeding action, suit, proceeding or investigation of which the Corporation is so notified, the Corporation will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume such defense, the Corporation shall not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with such Proceedingaction, suit, proceeding or investigation, other than as provided below in this Section 84. The Indemnitee shall have the right to employ his or her own counsel in connection with such Proceedingaction, suit, proceeding or investigation, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Corporation, (ii) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation and the Indemnitee in the conduct of the defense of such Proceeding action, suit, proceeding or investigation or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such Proceedingaction, suit, proceeding or investigation, in each of which cases the fees and expenses of counsel for the Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement, and provided that Indemnitee’s counsel shall cooperate reasonably with the Corporation’s counsel to minimize the cost of defending claims against the Corporation and the IndemniteeArticle. The Corporation shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. The Corporation shall not be required to indemnify the Indemnitee under this Agreement Article SEVENTH for any amounts paid in settlement of any Proceeding action, suit, proceeding or investigation effected without its written consent. The Corporation shall not settle any Proceeding action, suit, proceeding or investigation in any manner that which would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Corporation nor the Indemnitee will unreasonably withhold or delay their its consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to the Indemnitee’s right to be indemnified, the (a) The Indemnitee must shall notify the Corporation in writing as soon as practicable of any Proceeding for which indemnity will or could be sought; provided sought and provide the Corporation with a copy of any summons, citation, subpoena, complaint, indictment, information or other document relating to such Proceeding with which Indemnitee is served. The failure to so notify the Corporation will not relieve the Corporation from any liability that failure or delay it may have to provide such notice shall not limit the Indemnitee’s right to indemnification hereunder Indemnitee (i) except to the extent the Corporation is prejudiced by failure adversely affects the Corporation’s rights, legal position, ability to defend or ability to obtain insurance coverage with respect to such failure proceeding or delay(ii) otherwise than under the Corporation’s Certificate of Incorporation. With respect to any Proceeding of which the Corporation is so notified, the Corporation will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the IndemniteeIndemnitee (which may be regular outside counsel to the Corporation). After notice from the Corporation to the Indemnitee of its election so to assume such defense, the Corporation shall not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with such Proceeding, other than as provided below in this Section 86. The Indemnitee shall have the right to employ his or her own counsel in connection with such Proceeding, but the fees and expenses Expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Corporation, (ii) counsel to the Indemnitee shall have reasonably concluded determined that there may be a conflict of interest or position on any significant issue between the Corporation and the Indemnitee in the conduct of the defense of such Proceeding or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases the fees and expenses Expenses of counsel for the Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement, and provided that Indemnitee’s counsel shall cooperate reasonably with the Corporation’s counsel to minimize the cost of defending claims against the Corporation and the Indemnitee. The Corporation shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion determination provided for in clause (ii) above. The Corporation shall not be required to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its written consent. The Corporation shall not settle any Proceeding in any manner that would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Corporation nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to the Indemnitee’s his right to be indemnified, the Indemnitee must notify the Corporation in writing as soon as practicable of any Proceeding for which indemnity will or could be sought; provided that failure or delay to sought by him and provide such notice shall not limit the Indemnitee’s right to indemnification hereunder except to the extent the Corporation with a copy of any summons, citation, subpoena, complaint, indictment, information or other document relating to such Proceeding with which he is prejudiced by such failure or delayserved. With respect to any Proceeding of which the Corporation is so notified, the Corporation will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume such defense, the Corporation shall not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with such Proceedingclaim, other than as provided below in this Section 8Paragraph 7. The Indemnitee shall have the right to employ his or her own counsel in connection with such Proceedingclaim, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Corporation, (ii) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation and the Indemnitee in the conduct of the defense of such Proceeding action or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such Proceedingaction, in each of which cases the fees and expenses of counsel for the Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement, and provided that Indemnitee’s counsel shall cooperate reasonably with the Corporation’s counsel to minimize the cost of defending claims against the Corporation and the Indemnitee. The Corporation shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. The Corporation shall not be required to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its written consent. The Corporation shall not settle any Proceeding in any manner that would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Corporation nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to the Indemnitee’s right to be indemnified, the Indemnitee must notify the Corporation Indemnitor in writing as soon as practicable of any Proceeding for which indemnity will or could be sought; provided that failure or delay to provide such notice shall not limit the Indemnitee’s right to indemnification hereunder except to the extent the Corporation is prejudiced by such failure or delay. With respect to any Proceeding of which the Corporation Indemnitor is so notified, the Corporation Indemnitor will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Indemnitee. After notice from the Corporation Indemnitor to the Indemnitee of its election so to assume such defense, the Corporation Indemnitor shall not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with such Proceeding, other than as provided below in this Section 8Paragraph 7. The Indemnitee shall have has the right to employ engage his or her own counsel in connection with such Proceeding, but the fees and expenses of such counsel incurred after notice from the Corporation Indemnitor of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment engagement of counsel by the Indemnitee has been authorized by the CorporationIndemnitor, (ii) counsel to the Indemnitee shall have has reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation Indemnitor and the Indemnitee in the conduct of the defense of such Proceeding or (iii) the Corporation shall Indemnitor has not in fact have employed engaged counsel to assume the defense of such Proceeding, in each of which cases the fees and expenses of counsel for the Indemnitee shall be at the expense of the CorporationIndemnitor, except as otherwise expressly provided by this Agreement, and provided that Indemnitee’s counsel shall cooperate reasonably with the Corporation’s counsel to minimize the cost of defending claims against the Corporation and the Indemnitee. The Corporation shall Indemnitor is not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation Company or as to which counsel for the Indemnitee shall have has reasonably made the conclusion provided for in clause (ii) above. The Corporation Indemnitor shall not be required to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its written consent. The Corporation Indemnitor shall not settle any Proceeding in any manner that which would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Corporation Indemnitor nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to the IndemniteeIndemnified Party’s right to be indemnified, the Indemnitee Indemnified Party must promptly notify the Corporation in writing as soon as practicable of receipt of notice of any Proceeding or Witness Proceeding for which indemnity will or could be is sought; provided , provided, however, that the failure or delay to provide give such notice shall will not limit relieve the Indemnitee’s right Corporation of any liability that it may have to indemnification hereunder any Indemnified Party, except and only to the extent that it is determined by final, non-appealable order of a court of competent jurisdiction that the Corporation is defense of the Indemnified Party in such Proceeding or Witness Proceeding was materially prejudiced by the Indemnified Party’s failure to give such failure or delaynotice. With respect to any Proceeding or Witness Proceeding of which the Corporation is so notified, the Corporation will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the IndemniteeIndemnified Party. After notice from the Corporation to the Indemnitee Indemnified Party of its election so to assume such defense, the Corporation shall not be liable to the Indemnitee Indemnified Party for any legal or other expenses attorney fees subsequently incurred by the Indemnitee Indemnified Party for so long as the Corporation maintains such defense in connection with such Proceedingclaim, other than as provided below in this Section 8Paragraph 5. The Indemnitee Indemnified Party shall have the right to employ his or her own counsel in connection with such Proceeding or Witness Proceeding, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee Indemnified Party unless (i) the employment of counsel by the Indemnitee Indemnified Party has been authorized by the Corporation, (ii) counsel to the Indemnitee Indemnified Party shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation and the Indemnitee Indemnified Party in the conduct of the defense of such Proceeding or Witness Proceeding, or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such Proceedingaction, in each of which cases the fees and expenses of counsel for the Indemnitee Indemnified Party shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement, and provided that Indemnitee’s counsel shall cooperate reasonably with the Corporation’s counsel to minimize the cost of defending claims against the Corporation and the Indemnitee. The Corporation shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. The Corporation shall not be required to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its written consent. The Corporation shall not settle any Proceeding in any manner that would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Corporation nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to the Indemnitee’s his right to be indemnified, the Indemnitee must notify the Corporation in writing as soon as practicable of any Proceeding action, suit, proceeding or investigation involving him for which indemnity will or could be sought; provided that failure or delay to provide such notice shall not limit the Indemnitee’s right to indemnification hereunder except to the extent the Corporation is prejudiced by such failure or delay. With respect to any Proceeding action, suit, proceeding or investigation of which the Corporation is so notified, the Corporation will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume such defense, the Corporation shall not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with such Proceedingclaim, other than as provided below in this Section 84. The Indemnitee shall have the right to employ his or her own counsel in connection with such Proceedingclaim, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Corporation, (ii) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation and the Indemnitee in the conduct of the defense of such Proceeding action or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such Proceedingaction, in each of which cases the fees and expenses of counsel for the Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement, and provided that Indemnitee’s counsel shall cooperate reasonably with the Corporation’s counsel to minimize the cost of defending claims against the Corporation and the IndemniteeArticle. The Corporation shall not be entitled, without the consent of the Indemniteeindemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. The Corporation shall not be required to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its written consent. The Corporation shall not settle any Proceeding in any manner that would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Corporation nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to the an Indemnitee’s right to be indemnifiedindemnified under this Article EIGHTH, the such Indemnitee must notify the Corporation in writing as soon as practicable of any Proceeding action, suit, proceeding or investigation involving such Indemnitee for which indemnity will or could be sought; provided that failure or delay to provide such notice shall not limit the Indemnitee’s right to indemnification hereunder except to the extent the Corporation is prejudiced by such failure or delay. With respect to any Proceeding action, suit, proceeding or investigation of which the Corporation is so notified, the Corporation will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume such defense, the Corporation shall not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with such Proceedingaction, suit, proceeding or investigation, other than as provided below in this Section 84. The Indemnitee shall have the right to employ his or her own counsel in connection with such Proceedingaction, suit, proceeding or investigation, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Corporation, (ii) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation and the Indemnitee in the conduct of the defense of such Proceeding action, suit, proceeding or investigation or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such Proceedingaction, suit, proceeding or investigation, in each of which cases the fees and expenses of counsel for the Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement, and provided that Indemnitee’s counsel shall cooperate reasonably with the Corporation’s counsel to minimize the cost of defending claims against the Corporation and the IndemniteeArticle EIGHTH. The Corporation shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. The Corporation shall not be required to indemnify the Indemnitee under this Agreement Article EIGHTH for any amounts paid in settlement of any Proceeding action, suit, proceeding or investigation effected without its written consent. The Corporation shall not settle any Proceeding action, suit, proceeding or investigation in any manner that which would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Corporation nor the Indemnitee will unreasonably withhold or delay their its consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to the an Indemnitee’s right to be indemnified, the such Indemnitee must notify the Corporation in writing as soon as practicable of any Proceeding action, suit, proceeding or investigation involving such Indemnitee for which indemnity will or could be sought; provided that failure or delay to provide such notice shall not limit the Indemnitee’s right to indemnification hereunder except to the extent the Corporation is prejudiced by such failure or delay. With respect to any Proceeding action, suit, proceeding or investigation of which the Corporation is so notified, the Corporation will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume such defense, the Corporation shall not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with such Proceedingaction, suit, proceeding or investigation, other than as provided below in this Section 84. The Indemnitee shall have the right to employ his or her own counsel in connection with such Proceedingaction, suit, proceeding or investigation, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Corporation, (ii) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation and the Indemnitee in the conduct of the defense of such Proceeding action, suit, proceeding or investigation or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such Proceedingaction, suit, proceeding or investigation, in each of which cases the fees and expenses of counsel for the Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement, and provided that Indemnitee’s counsel shall cooperate reasonably with the Corporation’s counsel to minimize the cost of defending claims against the Corporation and the IndemniteeArticle TENTH. The Corporation shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. The Corporation shall not be required to indemnify the Indemnitee under this Agreement Article TENTH for any amounts paid in settlement of any Proceeding action, suit, proceeding or investigation effected without its written consent. The Corporation shall not settle any Proceeding action, suit, proceeding or investigation in any manner that which would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Corporation nor the Indemnitee will unreasonably withhold or delay their its consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to the an Indemnitee’s 's right to be indemnified, the Indemnitee such indemnitee must notify the Corporation in writing as soon as practicable of any Proceeding action, suit, proceeding or investigation involving such Indemnitee for which indemnity will or could be sought; provided that failure or delay to provide such notice shall not limit the Indemnitee’s right to indemnification hereunder except to the extent the Corporation is prejudiced by such failure or delay. With respect to any Proceeding action, suit, proceeding or investigation of which the Corporation is so notified, the Corporation will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume such defense, the Corporation shall not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with such Proceedingaction, suit, proceeding or investigation, other than as provided below in this Section 84. The Indemnitee shall have the right to employ his or her own counsel in connection with such Proceedingaction, suit, proceeding or investigation, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Corporation, (ii) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation and the Indemnitee in the conduct of the defense of such Proceeding action, suit, proceeding or investigation or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such Proceedingaction, suit, proceeding or investigation, in each of which cases the fees and expenses of counsel for the Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement, and provided that Indemnitee’s counsel shall cooperate reasonably with the Corporation’s counsel to minimize the cost of defending claims against the Corporation and the IndemniteeArticle EIGHTH. The Corporation shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. The Corporation shall not be required to indemnify the Indemnitee under this Agreement Article EIGHTH for any amounts paid in settlement of any Proceeding action, suit, proceeding or investigation effected without its written consent. The Corporation shall not settle any Proceeding action, suit, proceeding or investigation in any manner that which would impose any penalty or limitation on the Indemnitee without the Indemnitee’s 's written consent. Neither the Corporation nor the Indemnitee will unreasonably withhold or delay their consent its Consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to the Indemnitee’s right to be indemnified, the Indemnitee must agrees to notify the Corporation in writing as soon as reasonably practicable of any Proceeding for which indemnity will or could be soughtsought by Indemnitee and provide the Corporation with a copy of any summons, citation, subpoena, complaint, indictment, information or other document relating to such Proceeding with which Indemnitee is served; provided provided, however, that the failure or delay to provide give such notice shall not limit relieve the Indemnitee’s right Corporation of its obligations to indemnification hereunder Indemnitee under this Agreement, except to the extent extent, if any, that the Corporation is actually prejudiced by the failure to give such failure or delaynotice. With respect to any Proceeding of which the Corporation is so notified, the Corporation will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume such defense, the Corporation shall not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with such Proceeding, other than as provided below in this Section 8Paragraph 7. The Indemnitee shall have the right to employ his or her Indemnitee’s own counsel in connection with such Proceeding, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Corporation, (ii) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation and the Indemnitee in the conduct of the defense of such Proceeding Proceeding, (iii) after a Change in Control, Indemnitee's employment of its own counsel has been approved by the Independent Counsel, or (iiiiv) the Corporation shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases the fees and expenses of counsel for the Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement, and provided that Indemnitee’s counsel shall cooperate reasonably with the Corporation’s counsel to minimize the cost of defending claims against the Corporation and the Indemnitee. The Corporation shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. The Corporation shall not be required to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its written consent, provided, however, that if a Change in Control has occurred, the Corporation shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Independent Counsel has approved the settlement. The Corporation shall not settle any Proceeding in any manner that which would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Corporation nor the Indemnitee will unreasonably withhold or delay their its consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to the Indemnitee’s right to be indemnified, the The Indemnitee must shall notify the Corporation in writing as soon as practicable of any Proceeding for which indemnity will or could be soughtsought by him and provide the Corporation with a copy of any summons, citation, subpoena, complaint, indictment, information or other document relating to such Proceeding with which he is served; provided that a failure or delay to provide such notice shall not not, in any way, limit the Indemnitee’s right to indemnification hereunder except to the extent the Corporation is prejudiced by such failure or delay's rights under this Agreement. With respect to any Proceeding of which the Corporation is so notified, the Corporation will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume such defense, the Corporation shall not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with such Proceedingclaim, other than as provided below in this Section 8Paragraph 6. The Indemnitee shall have the right to employ his or her own counsel in connection with such Proceedingclaim, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Corporation, (ii) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation and the Indemnitee in the conduct of the defense of such Proceeding action or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such Proceedingaction, in each of which cases the fees and expenses of counsel for the Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement, and provided that Indemnitee’s counsel shall cooperate reasonably with the Corporation’s counsel to minimize the cost of defending claims against the Corporation and the Indemnitee. The Corporation shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. The Corporation shall not be required to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its written consent. The Corporation shall not settle any Proceeding in any manner that which would impose any penalty or limitation on the Indemnitee without the Indemnitee’s 's written consent. Neither the Corporation nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement. If the Indemnitee is required to testify (in a court proceeding, deposition, informal interview or otherwise), consult with counsel, furnish documents or take any other action, by reason of the Indemnitee's present or former Corporate Status, in connection with any Proceeding, whether or not the Indemnitee was or is a party to or threatened to be made a party to such Proceeding, the Corporation shall pay the Indemnitee a fee at a per diem rate of $750 (to be prorated in the event of any partial day), and shall reimburse the Indemnitee for all Expenses; provided that the Corporation shall not have any obligation under this sentence to pay such fee or reimburse any such Expense in connection with any Proceeding to the extent this Agreement expressly entitles the Corporation not to indemnify Indemnitee for Expenses incurred in that Proceeding.

Notification and Defense of Claim. As a condition precedent to the an Indemnitee’s right to be indemnified, the such Indemnitee must notify the Corporation in writing as soon as practicable of any Proceeding action, suit, proceeding or investigation involving such Indemnitee for which indemnity will or could be sought; provided that failure or delay to provide such notice shall not limit the Indemnitee’s right to indemnification hereunder except to the extent the Corporation is prejudiced by such failure or delay. With respect to any Proceeding action, suit, proceeding or investigation of which the Corporation is so notified, the Corporation will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume such defense, the Corporation shall not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with such Proceedingaction, suit, proceeding or investigation, other than as provided below in this Section 84 of this Article Eight. The Indemnitee shall have the right to employ his or her own counsel in connection with such Proceedingaction, suit, proceeding or investigation, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Corporation, (ii) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation and the Indemnitee in the conduct of the defense of such Proceeding action, suit, proceeding or investigation or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such Proceedingaction, suit, proceeding or investigation, in each of which cases the fees and expenses of counsel for the Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement, and provided that Indemnitee’s counsel shall cooperate reasonably with the Corporation’s counsel to minimize the cost of defending claims against the Corporation and the IndemniteeArticle Eight. The Corporation shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. The Corporation shall not be required to indemnify the Indemnitee under this Agreement Article Eight for any amounts paid in settlement of any Proceeding action, suit, proceeding or investigation effected without its written consent. The Corporation shall not settle any Proceeding action, suit, proceeding or investigation in any manner that which would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Corporation nor the Indemnitee will unreasonably withhold or delay their its consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to the Indemnitee’s his right to be indemnified, the Indemnitee must notify the Corporation in writing as soon as practicable of any Proceeding action, suit, proceeding or investigation involving him for which indemnity will or could be sought; provided that failure or delay to provide such notice shall not limit the Indemnitee’s right to indemnification hereunder except to the extent the Corporation is prejudiced by such failure or delay. With respect to any Proceeding action, suit, proceeding or investigation of which the Corporation is so notified, the Corporation will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume such defense, the Corporation shall not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with such Proceedingclaim, other than as provided below in this Section 82(d). The Indemnitee shall have the right to employ his or her own counsel in connection with such Proceedingclaim, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Corporation, (ii) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation and the Indemnitee in the conduct of the defense of such Proceeding action or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such Proceedingaction, in each of which cases the fees and expenses of counsel for the Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement, and provided that Indemnitee’s counsel shall cooperate reasonably with the Corporation’s counsel to minimize the cost of defending claims against the Corporation and the IndemniteeSection 2. The Corporation shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. The Corporation shall not be required to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its written consent. The Corporation shall not settle any Proceeding in any manner that would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Corporation nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to (a) Promptly after receipt by Director of notice of the Indemnitee’s right commencement of any proceeding in which Director was, is or is threatened to be indemnifieda named a party to or witness or other participant in such proceeding, if a claim for indemnity in connection with such proceeding is to be made against the Indemnitee must Company under this Agreement, will promptly notify the Corporation in writing as soon as practicable Company of any Proceeding for which indemnity will or could be sought; provided that failure or delay to provide such notice shall not limit the Indemnitee’s right to indemnification hereunder except to the extent the Corporation is prejudiced by such failure or delaycommencement thereof. With respect to any Proceeding such proceeding other than a proceeding brought by or on behalf of the Company or as to which Director shall have made the Corporation is so notifieddetermination provided for in (ii) below, the Corporation Company will be entitled to participate therein at its own expense and/or to expense, and the Company may assume the defense thereof at its own expense, with legal counsel reasonably acceptable satisfactory to the IndemniteeDirector. After notice from the Corporation Company to the Indemnitee Director of its election so to assume such defensethe defense thereof, the Corporation shall Company will not be liable to the Indemnitee for any legal or other indemnify Director under this Agreement against expenses subsequently incurred by the Indemnitee Director in connection with such Proceeding, the defense thereof other than reasonable costs of investigation or as otherwise provided below in this Section 8below. The Indemnitee Director shall have the right to select and employ his or her own counsel in connection with such Proceedinga proceeding, but the fees and expenses of such counsel incurred after notice from the Corporation Company of its assumption of the defense thereof shall be at the expense of the Indemnitee borne by Director unless (i) the employment of such counsel by the Indemnitee Director has been authorized by the CorporationCompany, (ii) counsel to the Indemnitee Director shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation Company and the Indemnitee Director in the conduct of the defense of such Proceeding proceeding, or (iii) the Corporation Company shall not in fact have employed counsel to assume the defense of such Proceedingaction, and in each of which cases case the fees and expenses of counsel for the Indemnitee shall be at subject to the expense of indemnity provided hereunder by the CorporationCompany; provided, except as otherwise expressly provided by this Agreementhowever, and provided that Indemnitee’s counsel shall cooperate reasonably with the Corporation’s counsel to minimize the cost of defending claims against the Corporation and the Indemnitee. The Corporation shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right event any other person indemnified by the Company (unless Director has reasonably concluded that there may be a conflict of the Corporation interest between Director and such other person) is also named or as threatened to which counsel for the Indemnitee shall have reasonably made the conclusion provided for be named defendant or respondent in clause a proceeding referred to in (ii) above. The Corporation , the fees and expenses of only one counsel employed by Director and all such other persons shall not be required subject to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its written consent. The Corporation shall not settle any Proceeding in any manner that would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Corporation nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlementindemnity hereunder.

Notification and Defense of Claim. As a condition precedent to the Indemnitee’s right to be indemnified, the Indemnitee must Xxxxxxxxxx agrees to notify the Corporation in writing as soon as reasonably practicable of any Proceeding for which indemnity will or could be soughtsought by Indemnitee and provide the Corporation with a copy of any summons, citation, subpoena, complaint, indictment, information or other document relating to such Proceeding with which Indemnitee is served; provided provided, however, that the failure or delay to provide give such notice shall not limit relieve the Indemnitee’s right Corporation of its obligations to indemnification hereunder Indemnitee under this Agreement, except to the extent extent, if any, that the Corporation is actually prejudiced by the failure to give such failure or delaynotice. With respect to any Proceeding of which the Corporation is so notified, the Corporation will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume such defense, the Corporation shall not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with such Proceeding, other than as provided below in this Section 8Paragraph 7. The Indemnitee shall have the right to employ his or her Xxxxxxxxxx’s own counsel in connection with such Proceeding, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee Xxxxxxxxxx has been authorized by the Corporation, (ii) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation and the Indemnitee in the conduct of the defense of such Proceeding Proceeding, (iii) after a Change in Control, Indemnitee's employment of its own counsel has been approved by the Independent Counsel, or (iiiiv) the Corporation shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases the fees and expenses of counsel for the Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement, and provided that Indemnitee’s counsel shall cooperate reasonably with the Corporation’s counsel to minimize the cost of defending claims against the Corporation and the Indemnitee. The Corporation shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. The Corporation shall not be required to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its written consent, provided, however, that if a Change in Control has occurred, the Corporation shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Independent Counsel has approved the settlement. The Corporation shall not settle any Proceeding in any manner that which would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Corporation nor the Indemnitee will unreasonably withhold or delay their its consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to the an Indemnitee’s right to be indemnified, the such Indemnitee must notify the Corporation in writing as soon as practicable of any Proceeding action, suit, proceeding or investigation involving such Indemnitee for which indemnity will or could be sought; provided that failure or delay to provide such notice shall not limit the Indemnitee’s right to indemnification hereunder except to the extent the Corporation is prejudiced by such failure or delay. With respect to any Proceeding action, suit, proceeding or investigation of which the Corporation is so notified, the Corporation will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume such defense, the Corporation shall not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with such Proceedingaction, suit, proceeding or investigation, other than as provided below in this Section 84. The Indemnitee shall have the right to employ his or her own counsel in connection with such Proceedingaction, suit, proceeding or investigation, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Corporation, (ii) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation and the Indemnitee in the conduct of the defense of such Proceeding action, suit, proceeding or investigation or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such Proceedingaction, suit, proceeding or investigation, in each of which cases the fees and expenses of counsel for the Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement, and provided that Indemnitee’s counsel shall cooperate reasonably with the Corporation’s counsel to minimize the cost of defending claims against the Corporation and the IndemniteeArticle EIGHTH. The Corporation shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. The Corporation shall not be required to indemnify the Indemnitee under this Agreement Article EIGHTH for any amounts paid in settlement of any Proceeding action, suit, proceeding or investigation effected without its written consent. The Corporation shall not settle any Proceeding action, suit, proceeding or investigation in any manner that which would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Corporation nor the Indemnitee will unreasonably withhold or delay their its consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to the an Indemnitee’s right to be indemnified, the such Indemnitee must notify the Corporation in writing as soon as practicable of any Proceeding action, suit, proceeding or investigation involving such Indemnitee for which indemnity will or could be sought; provided that failure or delay to provide such notice shall not limit the Indemnitee’s right to indemnification hereunder except to the extent the Corporation is prejudiced by such failure or delay. With respect to any Proceeding action, suit, proceeding or investigation of which the Corporation is so notified, the Corporation will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume such defense, the Corporation shall not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with such Proceedingaction, suit, proceeding or investigation, other than as provided below in this Section 84. The Indemnitee shall have the right to employ his or her own counsel in connection with such Proceedingaction, suit, proceeding or investigation, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Corporation, (ii) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation and the Indemnitee in the conduct of the defense of such Proceeding action, suit, proceeding or investigation or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such Proceedingaction, suit, proceeding or investigation, in each of which cases the fees and expenses of counsel for the Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement, and provided that Indemnitee’s counsel shall cooperate reasonably with the Corporation’s counsel to minimize the cost of defending claims against the Corporation and the IndemniteeArticle EIGHTH. The Corporation shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. The Corporation shall not be required to indemnify the Indemnitee under this Agreement Article EIGHTH for any amounts paid in settlement of any Proceeding action, suit, proceeding or investigation effected without its written consent. The Corporation shall not settle any Proceeding action, suit, proceeding or investigation in any manner that would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Corporation nor the Indemnitee will unreasonably withhold or delay their its consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to the Indemnitee’s right to be indemnifiedindemnified subject to Paragraph 13, the Indemnitee must notify the Corporation Company in writing as soon as practicable of any Proceeding for which indemnity will or could be sought; provided that failure or delay to provide such notice shall not limit the Indemnitee’s right to indemnification hereunder except to the extent the Corporation is prejudiced by such failure or delay. With respect to any Proceeding of which the Corporation Company is so notified, the Corporation Company will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Indemnitee. After notice from the Corporation Company to the Indemnitee of its election so to assume such defense, the Corporation Company shall not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with such Proceeding, other than as provided below in this Section 8Paragraph 7. The Indemnitee shall have has the right to employ engage his or her own counsel in connection with such Proceeding, but the fees and expenses of such counsel incurred after notice from the Corporation Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment engagement of counsel by the Indemnitee has been authorized by the CorporationCompany, (ii) counsel to the Indemnitee shall have has reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation Company and the Indemnitee in the conduct of the defense of such Proceeding or (iii) the Corporation shall Company has not in fact have employed engaged counsel to assume the defense of such Proceeding, in each of which cases the fees and expenses of counsel for the Indemnitee shall be at the expense of the CorporationCompany, except as otherwise expressly provided by this Agreement, and provided that Indemnitee’s counsel shall cooperate reasonably with the Corporation’s counsel to minimize the cost of defending claims against the Corporation and the IndemniteeDeed. The Corporation shall Company is not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation Company or as to which counsel for the Indemnitee shall have has reasonably made the conclusion provided for in clause (ii) above. The Corporation Company shall not be required to indemnify the Indemnitee under this Agreement Deed for any amounts paid in settlement of any Proceeding effected without its written consent. The Corporation Company shall not settle any Proceeding in any manner that which would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Corporation Company nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to the an Indemnitee’s right to be indemnified, the such Indemnitee must notify the Corporation in writing as soon as practicable of any Proceeding action, suit, proceeding or investigation involving such Indemnitee for which indemnity will or could be sought; provided that failure or delay to provide such notice shall not limit the Indemnitee’s right to indemnification hereunder except to the extent the Corporation is prejudiced by such failure or delay. With respect to any Proceeding action, suit, proceeding or investigation of which the Corporation is so notified, the Corporation will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume such defense, the Corporation shall not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with such Proceedingaction, suit, proceeding or investigation, other than as provided below in this Section 84. The Indemnitee shall have the right to employ his or her own counsel in connection with such Proceedingaction, suit, proceeding or investigation, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Corporation, (ii) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation and the Indemnitee in the conduct of the defense of such Proceeding action, suit, proceeding or investigation or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such Proceedingaction, suit, proceeding or investigation, in each of which cases the fees and expenses of counsel for the Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement, and provided that Indemnitee’s counsel shall cooperate reasonably with the Corporation’s counsel to minimize the cost of defending claims against the Corporation and the IndemniteeArticle VI. The Corporation shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. The Corporation shall not be required to indemnify the Indemnitee under this Agreement Article VI for any amounts paid in settlement of any Proceeding action, suit, proceeding or investigation effected without its written consent. The Corporation shall not settle any Proceeding action, suit, proceeding or investigation in any manner that which would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Corporation nor the Indemnitee will unreasonably withhold or delay their its consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to the an Indemnitee’s right to be indemnifiedindemnified pursuant to Sections 1, the 2 or 3 of this Article IX, or to receive advancement of expenses pursuant to Section 5 of this Article IX, such Indemnitee must notify the Corporation in writing as soon as practicable of any Proceeding action, suit, proceeding or investigation involving such Indemnitee for which indemnity or advancement of expenses will or could be sought; provided that failure or delay to provide such notice shall not limit the Indemnitee’s right to indemnification hereunder except to the extent the Corporation is prejudiced by such failure or delay. With respect to any Proceeding action, suit, proceeding or investigation of which the Corporation is so notified, the Corporation will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume such defense, the Corporation shall not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with such Proceedingaction, suit, proceeding or investigation, other than as provided below in this Section 84. The Indemnitee shall have the right to employ his or her own counsel in connection with such Proceedingaction, suit, proceeding or investigation, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Corporation, (ii) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation and the Indemnitee in the conduct of the defense of such Proceeding action, suit, proceeding or investigation or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such Proceedingaction, suit, proceeding or investigation, in each of which cases the fees and expenses of counsel for the Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement, and provided that Indemnitee’s counsel shall cooperate reasonably with the Corporation’s counsel to minimize the cost of defending claims against the Corporation and the IndemniteeArticle IX. The Corporation shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii) aboveof the preceding sentence. The Corporation shall not be required to indemnify the Indemnitee under this Agreement Article IX for any amounts paid in settlement of any Proceeding action, suit, proceeding or investigation effected without its written consent. The Corporation shall not settle any Proceeding action, suit, proceeding or investigation in any manner that which would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Corporation nor the Indemnitee will unreasonably withhold or delay their its consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to the IndemniteeEmployee’s right to be indemnified, the Indemnitee Employee must notify the Corporation Company in writing as soon as practicable of any Proceeding for which indemnity will or could be sought; provided that failure or delay to provide such notice shall not limit the Indemnitee’s right to indemnification hereunder except to the extent the Corporation is prejudiced by such failure or delay. With respect to any Proceeding of which the Corporation Company is so notified, the Corporation Company will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the IndemniteeEmployee. After notice from the Corporation Company to the Indemnitee Employee of its election so to assume such defense, the Corporation Company shall not be liable to the Indemnitee Employee for any legal or other expenses subsequently incurred by the Indemnitee Employee in connection with such Proceeding, other than as provided below in this Section 813.5. The Indemnitee Employee shall have the right to employ his or her own counsel in connection with such Proceeding, but the fees and expenses of such counsel incurred after notice from the Corporation Company of its assumption of the defense thereof shall be at the expense of the Indemnitee Employee unless (i) the employment of counsel by the Indemnitee Employee has been authorized by the CorporationCompany, (ii) counsel to the Indemnitee Employee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation Company and the Indemnitee Employee in the conduct of the defense of such Proceeding or (iii) the Corporation Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases the fees and expenses of counsel for the Indemnitee Employee shall be at the expense of the CorporationCompany, except as otherwise expressly provided by this Agreement, and provided that Indemnitee’s counsel shall cooperate reasonably with the Corporation’s counsel to minimize the cost of defending claims against the Corporation and the Indemnitee. The Corporation Company shall not be entitled, without the consent of the IndemniteeEmployee, to assume the defense of any claim brought by or in the right of the Corporation Company or as to which counsel for the Indemnitee Employee shall have reasonably made the conclusion provided for in clause (ii) above. The Corporation Company shall not be required to indemnify the Indemnitee Employee under this Agreement for any amounts paid in settlement of any Proceeding effected without its written consent. The Corporation Company shall not settle any Proceeding in any manner that which would impose any penalty or limitation on the Indemnitee Employee without the IndemniteeEmployee’s written consent. Neither the Corporation Company nor the Indemnitee Employee will unreasonably withhold or delay their consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to the an Indemnitee’s right to be indemnified, the such Indemnitee must notify the Corporation in writing as soon as practicable of any Proceeding action, suit, proceeding or investigation involving such Indemnitee for which indemnity will or could be sought; provided that failure or delay to provide such notice shall not limit the Indemnitee’s right to indemnification hereunder except to the extent the Corporation is prejudiced by such failure or delay. With respect to any Proceeding action, suit, proceeding or investigation of which the Corporation is so notified, the Corporation will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume such defense, the Corporation shall not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with such Proceedingaction, suit, proceeding or investigation, other than as provided below in this Section 84. The Indemnitee shall have the right to employ his or her own counsel in connection with such Proceedingaction, suit, proceeding or investigation, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Corporation, (ii) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation and the Indemnitee in the conduct of the defense of such Proceeding action, suit, proceeding or investigation or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such Proceedingaction, suit, proceeding or investigation, in each of which cases the fees and expenses of counsel for the Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement, and provided that Indemnitee’s counsel shall cooperate reasonably with the Corporation’s counsel to minimize the cost of defending claims against the Corporation and the Indemnitee. Article X. The Corporation shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. The Corporation shall not be required to indemnify the Indemnitee under this Agreement Article X for any amounts paid in settlement of any Proceeding action, suit, proceeding or investigation effected without its written consent. The Corporation shall not settle any Proceeding action, suit, proceeding or investigation in any manner that which would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Corporation nor the Indemnitee will unreasonably withhold or delay their its consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to the --------------------------------- Indemnitee’s 's right to be indemnified, the Indemnitee must notify the Corporation in writing as soon as practicable of any Proceeding for which indemnity will or could be sought; provided that failure or delay to sought by Indemnitee and provide such notice shall not limit the Indemnitee’s right to indemnification hereunder except to the extent the Corporation with a copy of any summons, citation, subpoena, complaint, indictment, information or other document relating to such Proceeding with which Indemnitee is prejudiced by such failure or delayserved. With respect to any Proceeding of which the Corporation is so notified, the Corporation will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume such defense, the Corporation shall not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with such Proceeding, other than as provided below in this Section 8Paragraph 7. The Indemnitee shall have the right to employ his or her Indemnitee's own counsel in connection with such Proceeding, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Corporation, (ii) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation and the Indemnitee in the conduct of the defense of such Proceeding or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases the fees and expenses of counsel for the Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement, and provided that Indemnitee’s counsel shall cooperate reasonably with the Corporation’s counsel to minimize the cost of defending claims against the Corporation and the Indemnitee. The Corporation shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. The Corporation shall not be required to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its written consent. The Corporation shall not settle any Proceeding in any manner that which would impose any penalty or limitation on the Indemnitee without the Indemnitee’s 's written consent. Neither the Corporation nor the Indemnitee will unreasonably withhold or delay their its consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to the Indemnitee’s right to be indemnified, the Indemnitee must notify the Corporation Company in writing as soon as practicable of any Proceeding for which indemnity will or could be sought; provided that failure or delay to provide such notice shall not limit the Indemnitee’s right to indemnification hereunder except to the extent the Corporation is prejudiced by such failure or delay. With respect to any Proceeding of which the Corporation Company is so notified, the Corporation Company will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Indemnitee. After notice from the Corporation Company to the Indemnitee of its election so to assume such defense, the Corporation Company shall not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with such Proceeding, other than as provided below in this Section 8Paragraph 7. The Indemnitee shall have the right to employ his or her own counsel in connection with such Proceeding, but the fees and expenses of such counsel incurred after notice from the Corporation Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the CorporationCompany, (ii) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation Company and the Indemnitee in the conduct of the defense of such Proceeding or (iii) the Corporation Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases the fees and expenses of counsel for the Indemnitee shall be at the expense of the CorporationCompany, except as otherwise expressly provided by this Agreement, and provided that Indemnitee’s counsel shall cooperate reasonably with the Corporation’s counsel to minimize the cost of defending claims against the Corporation and the Indemnitee. The Corporation Company shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation Company or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. The Corporation Company shall not be required to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its written consent. The Corporation Company shall not settle any Proceeding in any manner that which would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Corporation Company nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to the Indemnitee’s his right to be indemnified, the Indemnitee must notify the Corporation in writing as soon as practicable of any Proceeding action, suit, proceeding or investigation involving him for which indemnity will or could be sought; provided that failure or delay to provide such notice shall not limit the Indemnitee’s right to indemnification hereunder except to the extent the Corporation is prejudiced by such failure or delay. With respect to any Proceeding action, suit, proceeding or investigation of which the Corporation is so notified, the Corporation will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume such defense, the Corporation shall not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with such Proceedingclaim, other than as provided below in this Section 89(d). The Indemnitee shall have the right to employ his or her own counsel in connection with such Proceedingclaim, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Corporation, (ii) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation and the Indemnitee in the conduct of the defense of such Proceeding action or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such Proceedingaction, in each of which cases the fees and expenses of counsel for the Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement, and provided that Indemnitee’s counsel shall cooperate reasonably with the Corporation’s counsel to minimize the cost of defending claims against the Corporation and the IndemniteeSection 9. The Corporation shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. The Corporation shall not be required to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its written consent. The Corporation shall not settle any Proceeding in any manner that would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Corporation nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to the Indemnitee’s right to be indemnified, the Indemnitee must notify the Corporation in writing as soon as practicable of any Proceeding for which indemnity will or could be sought; provided provided, that the failure or delay to provide such notice so notify the Corporation shall not limit release the Corporation of any liability it may have to the Indemnitee’s right to indemnification hereunder , except to the extent that the Corporation is has been prejudiced by such failure or delayfailure. With respect to any Proceeding of which the Corporation is so notified, the Corporation will be entitled to participate therein in the Proceeding at its own expense and/or to assume the defense thereof of the Proceeding at its own expense, with legal counsel reasonably acceptable to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume such defense, the Corporation shall not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with such Proceeding, other than as provided below in this Section Paragraph 8. The Indemnitee shall have the right to employ his or her own counsel in connection with such Proceeding, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof of the Proceeding shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Corporation, (ii) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation and the Indemnitee in the conduct of the defense of such Proceeding or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases the fees and expenses of counsel for the Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement, and provided that Indemnitee’s counsel shall cooperate reasonably with the Corporation’s counsel to minimize the cost of defending claims against the Corporation and the Indemnitee. The Corporation shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. The Corporation shall not be required to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its written consent. The Corporation shall not settle any Proceeding in any manner manner, without the Indemnitee’s written consent, provided that would Indemnitee’s written consent shall be required if such settlement (i) grants Indemnitee a complete and unqualified release of liability, (ii) does not impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent, and (iii) does not admit any liability or misconduct by Indemnitee. Neither the Corporation nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to the Indemnitee’s right to be indemnified, the Indemnitee must notify the Corporation in writing as soon as practicable of any Proceeding for which indemnity will or could be sought; provided that failure or delay to provide such notice shall not limit the Indemnitee’s right to indemnification hereunder except to the extent the Corporation is prejudiced by such failure or delay. With respect to any Proceeding of which the Corporation is so notified, the Corporation will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume such defense, the Corporation shall not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with such Proceeding, other than as provided below in this Section 87. The Indemnitee shall have the right to employ his or her own counsel in connection with such Proceeding, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Corporation, (ii) counsel to the Indemnitee shall have reasonably concluded determined that there may be a conflict of interest or position on any significant issue between the Corporation and the Indemnitee in the conduct of the defense of such Proceeding or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases the fees and expenses of counsel for the Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement, and provided that Indemnitee’s counsel shall cooperate reasonably with the Corporation’s counsel to minimize the cost of defending claims against the Corporation and the Indemnitee. The Corporation shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion determination provided for in clause (ii) above. The Corporation shall not be required to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its written consent. The Corporation shall not settle any Proceeding in any manner that would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Corporation nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to the Indemnitee’s his/her right to be indemnified, the Indemnitee must notify the Corporation in writing as soon as practicable of any Proceeding for which indemnity will or could be sought; provided that failure or delay to sought by him and provide such notice shall not limit the Indemnitee’s right to indemnification hereunder except to the extent the Corporation with a copy of any summons, citation, subpoena, complaint, indictment, information or other document relating to such Proceeding with which he/she is prejudiced by such failure or delayserved. With respect to any Proceeding of which the Corporation is so notified, the Corporation will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume such defense, the Corporation shall not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with such Proceedingclaim, other than as provided below in this Section 8Paragraph 7. The Indemnitee shall have the right to employ his or his/her own counsel in connection with such Proceedingclaim, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Corporation, (ii) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation and the Indemnitee in the conduct of the defense of such Proceeding action or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such Proceedingaction, in each of which cases the fees and expenses of counsel for the Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement, and provided that Indemnitee’s counsel shall cooperate reasonably with the Corporation’s counsel to minimize the cost of defending claims against the Corporation and the Indemnitee. The Corporation shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. The Corporation shall not be required to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its written consent. The Corporation shall not settle any Proceeding in any manner that would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Corporation nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to the an Indemnitee’s right to be indemnified, the such Indemnitee must notify the Corporation in writing as soon as practicable of any Proceeding action, suit, proceeding or investigation involving such Indemnitee for which indemnity will or could be sought; provided that failure or delay to provide such notice shall not limit the Indemnitee’s right to indemnification hereunder except to the extent the Corporation is prejudiced by such failure or delay. With respect to any Proceeding action, suit, proceeding or investigation of which the Corporation is so notified, the Corporation will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume such defense, the Corporation shall not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with such Proceedingaction, suit, proceeding or investigation, other than as provided below in this Section 8(4). The Indemnitee shall have the right to employ his or her own counsel in connection with such Proceedingaction, suit, proceeding or investigation, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Corporation, (ii) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation and the Indemnitee in the conduct of the defense of such Proceeding action, suit, proceeding or investigation or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such Proceedingaction, suit, proceeding or investigation, in each of which cases the fees and expenses of counsel for the Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement, and provided that Indemnitee’s counsel shall cooperate reasonably with the Corporation’s counsel to minimize the cost of defending claims against the Corporation and the IndemniteeArticle SIXTH. The Corporation shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. The Corporation shall not be required to indemnify the Indemnitee under this Agreement Article SIXTH for any amounts paid in settlement of any Proceeding action, suit, proceeding or investigation effected without its written consent. The Corporation shall not settle any Proceeding action, suit, proceeding or investigation in any manner that would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Corporation nor the Indemnitee will unreasonably withhold or delay their its consent to any proposed settlement.

Notification and Defense of Claim. As Promptly after receipt by any Indemnitee of notice of the commencement of any Proceeding, the Indemnitee shall, if a condition precedent claim in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement thereof (which notice shall specify in reasonable detail the nature and amount of the claim (to the extent known), but the failure to so notify the Company will not relieve the Company from any liability which it may have to the Indemnitee’s right to be indemnified, the Indemnitee must notify the Corporation in writing as soon as practicable of any Proceeding for which indemnity will or could be sought; provided that failure or delay to provide such notice shall not limit the Indemnitee’s right to indemnification hereunder except to the extent that the Corporation Company is actually and materially prejudiced by such the Indemnitee's failure or delayto so notify. With respect to any Proceeding of which the Corporation is so notifiedsuch Proceeding, the Corporation Company will be entitled (but not obligated) to participate in and/or assume the defense of the Proceeding. If the Company assumes such defense, the Indemnitee will have the right to participate in the defense thereof and to employ counsel, separate from the counsel employed by the Company, at the Indemnitee's own expense; provided, however, that such Indemnitee shall be entitled to participate therein in any such defense with separate counsel at its own the expense and/or of the Company if, (i) requested by the Company to assume employ separate counsel or (ii) in the defense thereof at its own expense, with legal opinion of counsel reasonably acceptable to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so (which counsel shall be reasonably satisfactory to assume such defensethe Company), there are potential defenses available to the Corporation Indemnitee that are materially in conflict with those available to the Company, provided that the Company shall not be liable to the Indemnitee responsible for any legal or other expenses subsequently incurred by the Indemnitee in connection with such Proceeding, other than as provided below in this Section 8. The Indemnitee shall have the right to employ his or her own counsel in connection with such Proceeding, but the fees and expenses of such more than one firm of separate counsel incurred after notice from for the Corporation of its assumption of Indemnitees in connection with any Proceeding in the defense thereof shall be at same jurisdiction, in addition to any local counsel, unless the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Corporation, (ii) counsel to the Indemnitee shall have reasonably concluded that there may be Company otherwise consents or a conflict of interest or position on any significant issue between requires separate counsel for particular Indemnitees. If the Corporation and the Indemnitee in the conduct of the defense of such Proceeding or (iii) the Corporation shall not in fact have employed counsel Company fails to assume the defense of such ProceedingProceeding within thirty (30) days after the receipt of an Indemnity Notice, in each the Indemnitee (upon delivering written notice to such effect to the Company) shall have the right to undertake, at the Company's cost and expense, the defense, compromise or settlement of which cases the fees and expenses of counsel for such Claim; provided, however, that the Indemnitee shall be at not enter into any such compromise or settlement without the expense prior written consent of the Corporation, except as otherwise expressly provided by this Agreement, and provided that Indemnitee’s counsel shall cooperate reasonably with the Corporation’s counsel to minimize the cost of defending claims against the Corporation and the Indemnitee. The Corporation Company (which consent shall not be entitledunreasonably withheld or delayed). In the event the Company assumes the defense of the Proceeding, without the Company will keep the Indemnitee reasonably informed of the progress of any such defense, compromise or settlement. The Company shall not, except with the written consent of the Indemnitee, to assume the defense of any claim brought by or Indemnitee (which consent may be withheld in the right Indemnitee's sole and absolute discretion), consent to the entry of the Corporation a judgment or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. The Corporation shall not be required to indemnify the Indemnitee under this Agreement for any amounts paid in enter into a settlement of any Proceeding effected without its written consent. The Corporation shall not settle any Proceeding in any manner that would impose any penalty other than a judgment or limitation settlement (i) involving only the payment of money which the Company is required to pay to or on behalf of the Indemnitee without pursuant to the Indemnitee’s written consent. Neither the Corporation nor indemnification provisions of this Agreement and (ii) that includes an unconditional release of the Indemnitee will unreasonably withhold or delay their consent with respect to any proposed settlementthe Proceeding.

Notification and Defense of Claim. As a condition precedent to the Indemnitee’s right to be indemnified, the Indemnitee must shall notify the Corporation in writing as soon as practicable Company of the commencement of any Proceeding for action, suit or proceeding, and of the receipt of any notice or threat that any such action, suit or proceeding has been or shall or may be initiated against Indemnitee (including any action, suit or proceeding by or against the Company and any subsidiary thereof) and shall provide the Company with all documents in connection with such action, suit or proceeding or possible threatened action, suit or proceeding, promptly upon Indemnitee first becoming so aware; but the omission so to notify the Company will not relieve the Company from any liability which indemnity will or could be sought; provided that failure or delay it may have to provide such notice shall not limit the Indemnitee’s right to indemnification hereunder except Indemnitee under this Agreement unless and to the extent the Corporation is prejudiced by that such failure to provide notice materially and adversely prejudices the Company’s ability to defend such action, suit or delayproceeding. 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 Proceeding such action, suit or proceeding as to which Indemnitee notifies the Company of which the Corporation is so notified, the Corporation commencement thereof and without derogating from Sections 1.1 and 2: The Company will be entitled to participate therein at its own expense and/or expense. Except as otherwise provided below, the Company, alone or jointly with any other indemnifying party similarly notified, will be entitled to assume the defense thereof at its own expensethereof, with legal counsel reasonably acceptable to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume such defense, the Corporation shall not be liable to the Indemnitee for any legal or other expenses subsequently incurred selected by the Indemnitee Company, which counsel shall be reasonably reputable with experience in connection with such Proceeding, other than as provided below in this Section 8the relevant field. The Indemnitee shall have the right to employ his or her own counsel in connection with such Proceedingaction, suit or proceeding, but the fees and expenses of such counsel incurred after notice from the Corporation Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless Indemnitee, unless: (i) the employment of counsel by the Indemnitee has been authorized in writing by the Corporation, Company; (ii) counsel to the Indemnitee shall have have, based on the legal advice of counsel, reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation Company and the Indemnitee in the conduct of the defense of such Proceeding action, suit or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases the fees and expenses of counsel for the Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement, and provided that Indemnitee’s counsel shall cooperate reasonably with the Corporation’s counsel to minimize the cost of defending claims against the Corporation and the Indemnitee. The Corporation shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. The Corporation shall not be required to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its written consent. The Corporation shall not settle any Proceeding in any manner that would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Corporation nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.proceeding; or

Notification and Defense of Claim. As a condition precedent to the Indemnitee’s right to be indemnified, the Indemnitee must notify the Corporation in writing as soon as practicable of any Proceeding for which indemnity will or could be sought; provided that failure or delay to provide such notice shall not limit the Indemnitee’s right to indemnification hereunder except to the extent the Corporation is prejudiced by such failure or delay. With respect to any Proceeding of which the Corporation is so notified, the Corporation will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume such defense, the Corporation shall not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with such Proceeding, other than as provided below in this Section 87. The Indemnitee shall have the right to employ his or her own counsel in connection with such Proceeding, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Corporation, (ii) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation and the Indemnitee in the conduct of the defense of such Proceeding or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases the fees and expenses of counsel for the Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement, and provided that IndemniteeIndernnitee’s counsel shall cooperate reasonably with the Corporation’s counsel to minimize the cost of defending claims against the Corporation and the Indemnitee. The Corporation shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. The Corporation shall not be required to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its written consent. The Corporation shall not settle any Proceeding in any manner that would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Corporation nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to the Indemnitee’s right to be indemnified, the Indemnitee must notify the Corporation in writing as soon as practicable of any Proceeding proceeding for which indemnity will or could be sought; provided that failure or delay to provide such notice shall not limit the Indemnitee’s right to indemnification hereunder except to the extent the Corporation is prejudiced by such failure or delay. With respect to any Proceeding proceeding of which the Corporation is so notified, the Corporation will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume such defense, the Corporation shall not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with such Proceedingproceeding, other than as provided below in this Section 86. The Indemnitee shall have the right to employ his or her own counsel in connection with such Proceedingproceeding, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Corporation, (ii) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation and the Indemnitee in the conduct of the defense of such Proceeding or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such Proceedingproceeding, in each of which cases the fees and expenses of counsel for the Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement, and provided that Indemnitee’s counsel shall cooperate reasonably with the Corporation’s counsel to minimize the cost of defending claims against the Corporation and the Indemnitee. The Corporation shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. The Corporation shall not be required to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding proceeding effected without its written consent. The Corporation shall not settle any Proceeding proceeding in any manner that would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Corporation nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to the Indemnitee’s his right to be indemnified, the Indemnitee must notify the Corporation in writing as soon as practicable of any Proceeding for which indemnity will or could be sought; provided that failure or delay to sought by him and provide such notice shall not limit the Indemnitee’s right to indemnification hereunder except to the extent the Corporation with a copy of any summons, citation, subpoena, complaint, indictment, information or other document relating to such Proceeding with which he is prejudiced by such failure or delayserved. With respect to any Proceeding of which the Corporation is so notified, the Corporation will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expenseassume, with legal counsel reasonably acceptable to the Indemnitee, the defense thereof at its own expense. After notice from the Corporation to the Indemnitee of its election so to assume such defense, the Corporation shall not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with such Proceedingclaim, other than as provided below in this Section 8Paragraph 5. The Indemnitee shall have the right to employ his or her own counsel in connection with such Proceedingclaim, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Corporation, (ii) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation and the Indemnitee in the conduct of the defense of such Proceeding action, or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such Proceedingaction, in each of which cases the fees and expenses of counsel for the Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement, and provided that Indemnitee’s counsel shall cooperate reasonably with the Corporation’s counsel to minimize the cost of defending claims against the Corporation and the Indemnitee. The Corporation shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. The Corporation shall not be required to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its written consent. The Corporation shall not settle any Proceeding in any manner that would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Corporation nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to the Indemnitee’s right to be indemnified, the Indemnitee must notify the Corporation in writing as soon as practicable of any Proceeding for which indemnity will or could be sought; provided that failure or delay to provide such notice shall not limit the Indemnitee’s right to indemnification hereunder except to the extent the Corporation is prejudiced by such failure or delay. With respect to any Proceeding of which the Corporation is so notified, the Corporation will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume such defense, the Corporation shall not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with such Proceeding, other than as provided below in this Section 8Paragraph 6. The Indemnitee shall have the right to employ his or her own counsel in connection with such Proceeding, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Corporation, (ii) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation and the Indemnitee in the conduct of the defense of such Proceeding or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases the fees and expenses of counsel for the Indemnitee shall (unless otherwise expressly provided by this Agreement) be at the expense of the Corporation, except as otherwise expressly provided by this Agreement, and provided that Indemnitee’s counsel shall cooperate reasonably with the Corporation’s counsel to minimize the cost of defending claims against the Corporation and the Indemnitee. The Corporation shall will not be entitled, entitled without the consent of the Indemnitee, Indemnitee to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. The Corporation shall not be required to indemnify the Indemnitee under this Agreement Agreement, the Corporation’s By-Laws, or otherwise for any amounts paid in settlement of any Proceeding effected affected without its written consent. The Corporation shall not without the Indemnitee’s written consent settle any Proceeding in any manner that would impose any penalty or limitation obligation on the Indemnitee without other than to pay money or to comply with the Indemnitee’s written consentlawful obligations. Neither the Corporation nor the Indemnitee will shall unreasonably withhold withhold, condition or delay their consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to the Indemnitee’s 's right to be indemnified, the Indemnitee must notify the Corporation in writing as soon as practicable of any Proceeding for which indemnity indemnification will or could be sought; provided provided, however, that the failure or delay to provide such notice to the Corporation shall not limit relieve the Indemnitee’s right Corporation of any liability which it may have to indemnification hereunder the Indemnitee except to the extent the Corporation is actually prejudiced by such failure or delayfailure. With respect to any Proceeding of which the Corporation is so notified, the Corporation will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume such defense, the Corporation shall not be liable to the Indemnitee for any legal or 3 Amended-Restated Indemnification Agmt B. Menezes 12-05 other expenses subsequently incurred by the Indemnitee in Indxxxxxxx xx connection with such Proceeding, other than as provided below in this Section 87. The Indemnitee shall have the right to employ his or her own counsel in connection with such Proceeding, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (ia) the employment of counsel by the Indemnitee has been authorized by the Corporation, (iib) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position position, on any significant issue between the Corporation and the Indemnitee in the conduct of the defense of such Proceeding or (iiic) the Corporation shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases the fees and expenses of counsel for the Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement, and provided that Indemnitee’s counsel shall cooperate reasonably with the Corporation’s counsel to minimize the cost of defending claims against the Corporation and the Indemnitee. The Corporation shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (iib) above. The Corporation shall not be required to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its written consent. The Corporation shall not settle any Proceeding in any manner that which would impose any penalty or limitation on the Indemnitee without the Indemnitee’s 's written consent. Neither the Corporation nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to the an Indemnitee’s right to be indemnified, the such Indemnitee must notify the Corporation in writing as soon as practicable of any Proceeding action, suit, proceeding or investigation involving such Indemnitee for which indemnity will or could be sought; provided that failure or delay to provide such notice shall not limit the Indemnitee’s right to indemnification hereunder except to the extent the Corporation is prejudiced by such failure or delay. With respect to any Proceeding action, suit, proceeding or investigation of which the Corporation is so notified, the Corporation will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume such defense, the Corporation shall not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with such Proceedingaction, suit, proceeding or investigation, other than as provided below in this Section 84. The Indemnitee shall have the right to employ his or her own counsel in connection with such Proceedingaction, suit, proceeding or investigation, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Corporation, (ii) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation and the Indemnitee in the conduct of the defense of such Proceeding action, suit, proceeding or investigation or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such Proceedingaction, suit, proceeding or investigation, in each of which cases the fees and expenses of counsel for the Indemnitee shall be at Table of Contents the expense of the Corporation, except as otherwise expressly provided by this Agreement, and provided that Indemnitee’s counsel shall cooperate reasonably with the Corporation’s counsel to minimize the cost of defending claims against the Corporation and the IndemniteeArticle NINTH. The Corporation shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. The Corporation shall not be required to indemnify the Indemnitee under this Agreement Article NINTH for any amounts paid in settlement of any Proceeding action, suit, proceeding or investigation effected without its written consent. The Corporation shall not settle any Proceeding action, suit, proceeding or investigation in any manner that which would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Corporation nor the Indemnitee will unreasonably withhold or delay their its consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to (a) Promptly after receipt by the Indemnitee’s right to be indemnifiedIndemnitee of notice of the commencement of any Proceeding, the Indemnitee must shall, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Corporation Secretary of the Company in writing of the commencement thereof and shall provide the Secretary with such documentation and information as soon as practicable of is reasonably available to Indemnitee and reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification; but an omission to so promptly notify the Company will not relieve it from any Proceeding for liability which indemnity will or could be sought; provided that failure or delay it may have to provide such notice shall not limit the Indemnitee’s right to indemnification hereunder Indemnitee (i) under this Agreement, except to the extent the Corporation Company is actually and materially prejudiced by in its defense of such failure Proceeding or delay(ii) otherwise than under this Agreement, including, without limitation, its liability to indemnify the Indemnitee under the Company’s By-laws. (b) With respect to any Proceeding of which such Proceeding: (1) except as otherwise provided below, to the Corporation is so notifiedextent that it may wish, the Corporation will Company jointly with any other indemnifying party shall be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expensethereof, with legal counsel reasonably acceptable satisfactory to the Indemnitee. After notice from the Corporation Company to the Indemnitee of its election so to assume the defense thereof and approval by the Indemnitee of such defensecounsel (which approval shall not be unreasonably withheld), the Corporation shall Company will not be liable to the Indemnitee under this Agreement for any legal or other expenses subsequently incurred by the Indemnitee for separate counsel in connection with such Proceeding, the defense thereof other than reasonable costs of investigation or as otherwise provided below in this Section 8below. The Indemnitee shall have the right to employ his or her its own counsel in connection with such Proceeding, Proceeding but the fees and expenses of such counsel incurred after notice from the Corporation Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of such counsel by the Indemnitee has been authorized by the CorporationCompany, (ii) counsel to the Indemnitee shall have reasonably concluded concluded, after consultation with counsel selected by the Indemnitee (with written notice to the Company setting forth the basis for such conclusion), that there may be a conflict of interest or position on any significant issue between the Corporation Company and the Indemnitee in the conduct of the defense of such Proceeding or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases the fees and expenses of counsel for the Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement, and provided that Indemnitee’s counsel shall cooperate reasonably with the Corporation’s counsel to minimize the cost of defending claims against the Corporation and the Indemnitee. The Corporation shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. The Corporation shall not be required to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its written consent. The Corporation shall not settle any Proceeding in any manner that would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Corporation nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.such

Notification and Defense of Claim. As a condition precedent to the Indemnitee’s right of indemnification, Indemnitee agrees to be indemnified, the Indemnitee must notify the Corporation Company in writing as soon as practicable of any Proceeding for which indemnity indemnification will or could be soughtsought by Indemnitee and provide the Company with a copy of any summons, citation, subpoena, complaint, indictment, information or other document relating to such Proceeding with which Indemnitee is served; provided that the failure or delay of Indemnitee to provide such give notice as provided herein shall not limit relieve the Indemnitee’s right to indemnification hereunder Company of its obligations under this Agreement, except to the extent that the Corporation Company is prejudiced adversely affected by such failure or delayfailure. With respect to any Proceeding of which the Corporation Company is so notified, the Corporation Company will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Indemnitee. After notice from the Corporation Company to the Indemnitee of its election so to assume such defense, the Corporation Company shall not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with such Proceedingclaim, other than as provided below in this Section 85. The Indemnitee shall have the right to employ his or her Indemnitee’s own counsel in connection with such Proceedingclaim, but the fees and expenses of such counsel incurred after notice from the Corporation Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the CorporationCompany, (ii) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation Company and the Indemnitee in the conduct of the defense of such action, (iii) counsel to Indemnitee reasonably concludes that Indemnitee may have separate defenses or counterclaims to assert with respect to any issue which may not be consistent with the position of other defendants in such Proceeding or (iiiiv) the Corporation Company shall not in fact have employed counsel to assume the defense of such Proceedingaction, in each of which cases the fees and expenses of counsel for the Indemnitee shall be at the expense of the CorporationCompany, except as otherwise expressly provided by this Agreement, and provided that Indemnitee’s counsel shall cooperate reasonably with the Corporation’s counsel to minimize the cost of defending claims against the Corporation and the Indemnitee. The Corporation Company shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation Company or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause clauses (ii) or (iii) above. The Corporation shall not be required to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its written consent. The Corporation Company shall not settle any Proceeding in any manner that manner, without Indemnitee’s written consent, which (i) would impose any penalty or limitation on Indemnitee, (ii) includes an admission of fault of Indemnitee, or (iii) does not include, as an unconditional term thereof, the full release of Indemnitee without the from all liability in respect of such Proceeding, which release shall be in form and substance reasonably satisfactory to Indemnitee’s written consent. Neither the Corporation nor the The Indemnitee will not unreasonably withhold or delay their his consent to any proposed settlement. In making the determination required to be made under Delaware law with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall presume that the Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request therefor in accordance with Section 5 of this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption.

Notification and Defense of Claim. As a condition precedent to the Indemnitee’s right to be indemnified, the Indemnitee must (a) An Indemnified Party shall promptly notify the Corporation applicable indemnitor pursuant to this Article VI (the “Indemnitor”) in writing as soon as practicable upon its discovery of facts giving rise to a potential Claim (a “Claim Notice”), including receipt by it of notice of any Proceeding for which indemnity will demand, assertion, claim, action or could be sought; provided that failure proceeding, judicial or delay to provide otherwise, and such notice shall include a formal demand for indemnification under this Agreement and contain a description of the nature and estimated amount (if then known) of such Claim; provided, however, that, subject to Section 6.4 below, the failure to so notify or a delay in notifying the Indemnitor will not limit the Indemnitee’s right to indemnification hereunder relieve it of its obligations hereunder, except to the extent that the Corporation Indemnitor is actually prejudiced as a result thereof. If requested by such failure the Indemnitor or delay. With respect to any Proceeding of which the Corporation is so notifiedits counsel, the Corporation Indemnified Party will, at the sole cost and expense of the Indemnitor, reasonably cooperate with the Indemnitor in the investigation, defense and settlement of such Claim. Without limiting the foregoing, Indemnified Party will be entitled provide the Indemnitor with all records, documents, materials and information in its possession or control and reasonable access to participate therein at personnel, in each case that is relevant to such Claim. If it gives written notice of its own expense and/or intention to assume do so to the Indemnified Party within thirty (30) days after receipt of the Claim Notice, except as provided in Section 6.3(c) below, the Indemnitor will have the right to assume, conduct and control the defense thereof at of any Claim and all negotiations for its own expensesettlement or compromise, with legal which may be conducted in the name and on behalf of the Indemitor or the Indemnified Party, as may be appropriate. Except as provided in Section 6.3(c) below, the Indemnitor will have the right to select counsel (that is reasonably acceptable satisfactory to the Indemnitee. After notice from the Corporation Indemnified Party) to the Indemnitee of its election so to assume such defense, the Corporation shall not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee provide representation in connection with such ProceedingClaim. The Indemnified Party may in its sole discretion, other than and at its expense (but subject to Section 6.3(c) below), participate with its own counsel in the defense of any such Claim. If the Indemnified Party elects to so participate, except as provided below in this Section 8. The Indemnitee 6.3(c) below, the Indemnitor shall have no obligation to indemnify such Indemnified Party or any other person for the right to employ his or her own expenses and fees of counsel incurred by such Indemnified Party in connection with such Proceeding, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Corporation, (ii) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation and the Indemnitee in the conduct of the defense of such Proceeding or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases the fees and expenses of counsel for the Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement, and provided that Indemnitee’s counsel shall cooperate reasonably with the Corporation’s counsel to minimize the cost of defending claims against the Corporation and the Indemnitee. The Corporation shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. The Corporation shall not be required to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its written consent. The Corporation shall not settle any Proceeding in any manner that would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Corporation nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlementparticipation.

Notification and Defense of Claim. As a condition precedent to the Indemnitee’s his right to be indemnified, the Indemnitee Executive must notify the Corporation Company in writing as soon as practicable of any Proceeding for which indemnity will or could be sought; provided that failure sought by him and provide the Company with a copy of any summons, citation, subpoena, complaint, indictment, information or delay other document relating to provide such notice shall not limit the Indemnitee’s right to indemnification hereunder except to the extent the Corporation Proceeding with which he is prejudiced by such failure or delayserved. With respect to any Proceeding of which the Corporation Company is so notified, the Corporation Company will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the IndemniteeExecutive. After notice from the Corporation Company to the Indemnitee Executive of its election so to assume such defense, the Corporation Company shall not be liable to the Indemnitee Executive for any legal or other expenses subsequently incurred by the Indemnitee Executive in connection with such Proceedingclaim, other than as provided below in this Section 8Paragraph 7. The Indemnitee Executive shall have the right to employ his or her own counsel in connection with such Proceedingclaim, but the fees and expenses of such counsel incurred after notice from the Corporation Company of its assumption of the defense thereof shall be at the expense of the Indemnitee Executive unless (i) the employment of counsel by the Indemnitee Executive has been authorized by the CorporationCompany, (ii) counsel to the Indemnitee Executive shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation Company and the Indemnitee Executive in the conduct of the defense of such Proceeding action or (iii) the Corporation Company shall not in fact have employed counsel to assume the defense of such Proceedingaction, in each of which cases the fees and expenses of counsel for the Indemnitee Executive shall be at the expense of the CorporationCompany, except as otherwise expressly provided by this Agreement, and provided that Indemnitee’s counsel shall cooperate reasonably with the Corporation’s counsel to minimize the cost of defending claims against the Corporation and the Indemnitee. The Corporation Company shall not be entitled, without the consent of the IndemniteeExecutive, to assume the defense of any claim brought by or in the right of the Corporation Company or as to which counsel for the Indemnitee Executive shall have reasonably made the conclusion provided for in clause (ii) above. The Corporation Company shall not be required to indemnify the Indemnitee Executive under this Agreement for any amounts paid in settlement of any Proceeding effected without its written consent. The Corporation Company shall not settle any Proceeding in any manner that which would impose any penalty or limitation on the Indemnitee Executive without the Indemnitee’s Executive's written consent. Neither the Corporation Company nor the Indemnitee Executive will unreasonably withhold or delay their consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to the an Indemnitee’s right to be indemnified, the such Indemnitee must notify the Corporation corporation in writing as soon as practicable of any Proceeding action, suit, proceeding or investigation involving such Indemnitee for which indemnity will or could be sought; provided that failure or delay to provide such notice shall not limit the Indemnitee’s right to indemnification hereunder except to the extent the Corporation is prejudiced by such failure or delay. With respect to any Proceeding action, suit, proceeding or investigation of which the Corporation corporation is so notified, the Corporation corporation will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Indemnitee. After notice from the Corporation corporation to the Indemnitee of its election so to assume such defense, the Corporation corporation shall not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with such Proceedingaction, suit, proceeding or investigation, other than as provided below in this Section 84. The Indemnitee shall have the right to employ his or her own counsel in connection with such Proceedingaction, suit, proceeding or investigation, but the fees and expenses of such counsel incurred after notice from the Corporation corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Corporationcorporation, (ii) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation corporation and the Indemnitee in the conduct of the defense of such Proceeding action, suit, proceeding or investigation or (iii) the Corporation corporation shall not in fact have employed counsel to assume the defense of such Proceedingaction, suit, proceeding or investigation, in each of which cases the fees and expenses of counsel for the Indemnitee shall be at the expense of the Corporationcorporation, except as otherwise expressly provided by this Agreement, and provided that Indemnitee’s counsel shall cooperate reasonably with the Corporation’s counsel to minimize the cost of defending claims against the Corporation and the IndemniteeArticle VI. The Corporation corporation shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. The Corporation corporation shall not be required to indemnify the Indemnitee under this Agreement Article VI for any amounts paid in settlement of any Proceeding action, suit, proceeding or investigation effected without its written consent. The Corporation corporation shall not settle any Proceeding action, suit, proceeding or investigation in any manner that which would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Corporation corporation nor the Indemnitee will unreasonably withhold or delay their its consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to the an Indemnitee’s right to be indemnified, the such Indemnitee must notify the Corporation Company in writing as soon as practicable of any Proceeding action, suit, proceeding or investigation involving such Indemnitee for which indemnity will or could be sought; provided that failure or delay to provide such notice shall not limit the Indemnitee’s right to indemnification hereunder except to the extent the Corporation is prejudiced by such failure or delay. With respect to any Proceeding action, suit, proceeding or investigation of which the Corporation Company is so notified, the Corporation Company will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Indemnitee. After notice from the Corporation Company to the Indemnitee of its election so to assume such defense, the Corporation Company shall not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with such Proceedingaction, suit, proceeding or investigation, other than as provided below in this Section 84. The Indemnitee shall have the right to employ his or her own counsel in connection with such Proceedingaction, suit, proceeding or investigation, but the fees and expenses of such counsel incurred after notice from the Corporation Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee Xxxxxxxxxx has been authorized by the CorporationCompany, (ii) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation Company and the Indemnitee in the conduct of the defense of such Proceeding action, suit, proceeding or investigation or (iii) the Corporation Company shall not in fact have employed counsel to assume the defense of such Proceedingaction, suit, proceeding or investigation, in each of which cases the fees and expenses of counsel for the Indemnitee shall be at the expense of the CorporationCompany, except as otherwise expressly provided by this Agreement, and provided that Indemnitee’s counsel shall cooperate reasonably with the Corporation’s counsel to minimize the cost of defending claims against the Corporation and the IndemniteeArticle SIXTH. The Corporation Company shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation Company or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. The Corporation Company shall not be required to indemnify the Indemnitee under this Agreement Article SIXTH for any amounts paid in settlement of any Proceeding action, suit, proceeding or investigation effected without its written consent. The Corporation Company shall not settle any Proceeding action, suit, proceeding or investigation in any manner that which would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Corporation Company nor the Indemnitee will unreasonably withhold or delay their its consent to any proposed settlement.

Notification and Defense of Claim. As Promptly after receipt by any Indemnitee of notice of the commencement of any Proceeding, the Indemnitee shall, if a condition precedent claim in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement thereof (which notice shall specify in reasonable detail the nature and amount of the claim (to the extent known), but the failure to so notify the Company will not relieve the Company from any liability which it may have to the Indemnitee’s right to be indemnified, the Indemnitee must notify the Corporation in writing as soon as practicable of any Proceeding for which indemnity will or could be sought; provided that failure or delay to provide such notice shall not limit the Indemnitee’s right to indemnification hereunder except to the extent that the Corporation Company is actually and materially prejudiced by such the Indemnitee’s failure or delayto so notify. With respect to any Proceeding of which the Corporation is so notifiedsuch Proceeding, the Corporation Company will be entitled (but not obligated) to participate in and/or assume the defense of the Proceeding. If the Company assumes such defense, the Indemnitee will have the right to participate in the defense thereof and to employ counsel, separate from the counsel employed by the Company, at the Indemnitee’s own expense; provided, however, that such Indemnitee shall be entitled to participate therein in any such defense with separate counsel at its own the expense and/or of the Company if, (i) requested by the Company to assume employ separate counsel or (ii) in the defense thereof at its own expense, with legal opinion of counsel reasonably acceptable to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so (which counsel shall be reasonably satisfactory to assume such defensethe Company), there are potential defenses available to the Corporation Indemnitee that are materially in conflict with those available to the Company, provided that the Company shall not be liable to the Indemnitee responsible for any legal or other expenses subsequently incurred by the Indemnitee in connection with such Proceeding, other than as provided below in this Section 8. The Indemnitee shall have the right to employ his or her own counsel in connection with such Proceeding, but the fees and expenses of such more than one firm of separate counsel incurred after notice from for the Corporation of its assumption of Indemnitees in connection with any Proceeding in the defense thereof shall be at same jurisdiction, in addition to any local counsel, unless the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Corporation, (ii) counsel to the Indemnitee shall have reasonably concluded that there may be Company otherwise consents or a conflict of interest or position on any significant issue between requires separate counsel for particular Indemnitees. If the Corporation and the Indemnitee in the conduct of the defense of such Proceeding or (iii) the Corporation shall not in fact have employed counsel Company fails to assume the defense of such ProceedingProceeding within thirty (30) days after the receipt of an Indemnity Notice, in each the Indemnitee (upon delivering written notice to such effect to the Company) shall have the right to undertake, at the Company’s cost and expense, the defense, compromise or settlement of which cases the fees and expenses of counsel for such Claim; provided, however, that the Indemnitee shall be at not enter into any such compromise or settlement without the expense prior written consent of the Corporation, except as otherwise expressly provided by this Agreement, and provided that Indemnitee’s counsel shall cooperate reasonably with the Corporation’s counsel to minimize the cost of defending claims against the Corporation and the Indemnitee. The Corporation Company (which consent shall not be entitledunreasonably withheld or delayed). In the event the Company assumes the defense of the Proceeding, without the Company will keep the Indemnitee reasonably informed of the progress of any such defense, compromise or settlement. The Company shall not, except with the written consent of the Indemnitee, to assume the defense of any claim brought by or Indemnitee (which consent may be withheld in the right Indemnitee’s sole and absolute discretion), consent to the entry of the Corporation a judgment or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. The Corporation shall not be required to indemnify the Indemnitee under this Agreement for any amounts paid in enter into a settlement of any Proceeding effected without its written consent. The Corporation shall not settle any Proceeding in any manner that would impose any penalty other than a judgment or limitation settlement (i) involving only the payment of money which the Company is required to pay to or on behalf of the Indemnitee without pursuant to the Indemnitee’s written consent. Neither the Corporation nor indemnification provisions of this Agreement and (ii) that includes an unconditional release of the Indemnitee will unreasonably withhold or delay their consent with respect to any proposed settlementthe Proceeding.

Notification and Defense of Claim. As a condition precedent to Promptly after receipt by the Indemnitee’s right to be indemnifiedIndemnitee of notice of the commencement of any action, suit or proceeding, the Indemnitee must will, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Corporation Company in writing as soon as practicable of the commencement thereof; but the omission to so notify the Company will not relieve the Company from any Proceeding for which indemnity will liability that it may have to the Indemnitee otherwise than under this Agreement or could be sought; provided that failure or delay to provide such notice shall not limit the Indemnitee’s right to indemnification hereunder otherwise, except to the extent that the Corporation is prejudiced Company may suffer material prejudice by reason of such failure or delayfailure. With Notwithstanding any other provision of this Agreement, with respect to any Proceeding of such action, suit or proceeding as to which the Corporation is so notified, Indemnitee gives notice to the Corporation Company of the commencement thereof: (a) The Company will be entitled to participate therein at its own expense and/or expense. -6- <PAGE> (b) Except as otherwise provided in this Section 12(b), 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 at its own expense, with legal counsel reasonably acceptable satisfactory to the Indemnitee. After notice from the Corporation Company to the Indemnitee of its election to so to assume such defensethe defense thereof, the Corporation 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 such Proceeding, the defense thereof other than reasonable costs of investigation or as otherwise provided below in this Section 8below. The Indemnitee shall have the right to employ his or her the Indemnitee's own counsel in connection with such Proceedingaction or lawsuit, but the fees and expenses Expenses of such counsel incurred after notice from the Corporation Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized in writing by the CorporationCompany, (ii) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation Company and the Indemnitee in the conduct of the defense of such Proceeding action 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 Corporation Company shall not in fact have employed counsel to assume the defense of such Proceedingthe action, in each of which cases the fees and expenses Expenses of counsel for the Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement, and provided that Indemnitee’s counsel shall cooperate reasonably with the Corporation’s counsel to minimize the cost of defending claims against the Corporation and the IndemniteeCompany. The Corporation Company shall not be entitled, without the consent of the Indemnitee, entitled to assume the defense of any claim action, suit or proceeding brought by or in the right on behalf of the Corporation Company or as to which counsel for the Indemnitee shall have reasonably made reached the conclusion provided for in clause (ii) above. (c) The Corporation Company shall not be required liable to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding action or claim effected without its written consent, which consent shall not be unreasonably withheld. The Corporation Company shall not be required to obtain the consent of Indemnitee to settle any Proceeding action or claim which the Company 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 any manner that would impose any penalty 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 give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or limitation desirable action to cause such insurers to pay, on the Indemnitee without behalf of the Indemnitee’s written consent, all amounts payable as a result of such proceeding in accordance with the terms of the policies. Neither the Corporation nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement13.

Notification and Defense of Claim. As a condition precedent to the Indemnitee’s right to be indemnified, the (a) The Indemnitee must shall notify the Corporation in writing as soon as practicable of any Proceeding for which indemnity will or could be sought; provided . The failure to so notify the Corporation will not relieve the Corporation from any liability that failure or delay it may have to provide such notice shall not limit the Indemnitee’s right to indemnification hereunder Indemnitee (i) except to the extent the Corporation is prejudiced by failure adversely affects the Corporation’s rights, legal position, ability to defend or ability to obtain insurance coverage with respect to such failure proceeding or delay(ii) otherwise than under the Corporation’s Certificate of Incorporation. With respect to any Proceeding of which the Corporation is so notified, the Corporation will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume such defense, the Corporation shall not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with such Proceeding, other than as provided below in this Section 86. The Indemnitee shall have the right to employ his or her own counsel in connection with such Proceeding, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Corporation, (ii) counsel to the Indemnitee shall have reasonably concluded determined that there may be a conflict of interest or position on any significant issue between the Corporation and the Indemnitee in the conduct of the defense of such Proceeding or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases the fees and expenses of counsel for the Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement, and provided that Indemnitee’s counsel shall cooperate reasonably with the Corporation’s counsel to minimize the cost of defending claims against the Corporation and the Indemnitee. The Corporation shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion determination provided for in clause (ii) above. The Corporation shall not be required to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its written consent. The Corporation shall not settle any Proceeding in any manner that would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Corporation nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to the an Indemnitee’s right to be indemnified, the such Indemnitee must notify the Corporation in writing as soon as practicable of any Proceeding action, suit, proceeding or investigation involving such Indemnitee for which indemnity will or could be sought; provided that failure or delay to provide such notice shall not limit the Indemnitee’s right to indemnification hereunder except to the extent the Corporation is prejudiced by such failure or delay. With respect to any Proceeding action, suit, proceeding or investigation of which the Corporation is so notified, the Corporation will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume such defense, the Corporation shall not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with such Proceedingaction, suit, proceeding or investigation, other than as provided below in this Section 84. The Indemnitee shall have the right to employ his or her own counsel in connection with such Proceedingaction, suit, proceeding or investigation, but the fees and expenses of such counsel incurred after notice from the B5 Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Corporation, (ii) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation and the Indemnitee in the conduct of the defense of such Proceeding action, suit, proceeding or investigation or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such Proceedingaction, suit, proceeding or investigation, in each of which cases the fees and expenses of counsel for the Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement, and provided that Indemnitee’s counsel shall cooperate reasonably with the Corporation’s counsel to minimize the cost of defending claims against the Corporation and the IndemniteeArticle VII. The Corporation shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. The Corporation shall not be required to indemnify the Indemnitee under this Agreement Article VII for any amounts paid in settlement of any Proceeding action, suit, proceeding or investigation effected without its written consent. The Corporation shall not settle any Proceeding action, suit, proceeding or investigation in any manner that which would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Corporation nor the Indemnitee will unreasonably withhold or delay their its consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to the Indemnitee’s right to be indemnified, the Indemnitee must agrees to notify the Corporation Company in writing as soon as reasonably practicable of any Proceeding for which indemnity will or could be soughtsought by Indemnitee and provide the Company with a copy of any summons, citation, subpoena, complaint, indictment, information or other document relating to such Proceeding with which Indemnitee is served; provided provided, however, that the failure or delay to provide give such notice shall not limit relieve the Indemnitee’s right Company of its obligations to indemnification hereunder Indemnitee under this Agreement, except to the extent extent, if any, that the Corporation Company is actually prejudiced by the failure to give such failure or delaynotice. With respect to any Proceeding of which the Corporation Company is so notified, the Corporation Company will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Indemnitee. After notice from the Corporation Company to the Indemnitee of its election so to assume such defense, the Corporation Company shall not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with such Proceeding, other than as provided below in this Section 87. The Indemnitee shall have the right to employ his or her Indemnitee’s own counsel in connection with such Proceeding, but the fees and expenses of such counsel incurred after notice from the Corporation Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (ia) the employment of counsel by the Indemnitee has been authorized by the CorporationCompany, (iib) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation Company and the Indemnitee in the conduct of the defense of such Proceeding or (iiic) the Corporation Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases the fees and expenses of counsel for the Indemnitee shall be at the expense of the CorporationCompany, except as otherwise expressly provided by this Agreement, and provided that Indemnitee’s counsel shall cooperate reasonably with the Corporation’s counsel to minimize the cost of defending claims against the Corporation and the Indemnitee. The Corporation Company shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation Company or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (iib) above. The Corporation Company shall not be required to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its written consent. The Corporation Company shall not settle any Proceeding in any manner that which would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Corporation Company nor the Indemnitee will unreasonably withhold or delay their its consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to the Indemnitee’s his right to be indemnified, the Indemnitee must notify the Corporation in writing as soon as practicable of any Proceeding action, suit, proceeding or investigation involving him for which indemnity will or could be sought; provided that failure or delay to provide such notice shall not limit the Indemnitee’s right to indemnification hereunder except to the extent the Corporation is prejudiced by such failure or delay. With respect to any Proceeding action, suit, proceeding or investigation of which the Corporation is so notified, the Corporation will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume such defense, the Corporation shall not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with such Proceedingclaim, other than as provided below in this Section 8. The Indemnitee shall have the right to employ his or her own counsel in connection with such Proceedingclaim, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the 39 Corporation, (ii) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation and the Indemnitee in the conduct of the defense of such Proceeding action or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such Proceedingaction, in each of which cases the fees and expenses of counsel for the Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement, and provided that Indemnitee’s counsel shall cooperate reasonably with the Corporation’s counsel to minimize the cost of defending claims against the Corporation and the IndemniteeArticle. The Corporation shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. The Corporation shall not be required to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its written consent. The Corporation shall not settle any Proceeding in any manner that would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Corporation nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to Within 30 days after Indemnitee receives any notice of the Indemnitee’s right to be indemnifiedcommencement of any action, the suit, or proceeding, Indemnitee must will notify the Corporation in writing as soon as practicable of it, if a claim with respect to the action may be made against the Corporation under this Agreement. The failure to so notify the Corporation will not relieve the Corporation from any Proceeding for which indemnity will liability it may have to Indemnitee (a) under authority other than this Agreement or could be sought; provided that failure or delay to provide such notice shall not limit the Indemnitee’s right to indemnification hereunder (b) except to the extent that the Corporation is actually prejudiced by with respect to such action, suit or proceeding as a result of such failure or delayof notification. With respect to any Proceeding action, suit or proceeding of which Indemnitee timely notifies the Corporation: the Corporation is so notifiedentitled to participate at its own expense; except as otherwise provided below, the Corporation will be (jointly with any other indemnifying party similarly notified) is entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, of the action with legal counsel reasonably acceptable satisfactory to Indemnitee; and the IndemniteeCorporation is not liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim that is effected without its written consent. After notice from the Corporation to the Indemnitee of its election so to assume such defensethe defense of the action and acknowledging its obligations hereunder, the Corporation shall Corporation, provided that it complies with its indemnification obligations hereunder, will not be further liable to the Indemnitee under this Agreement for any legal or other expenses subsequently voluntarily incurred by the Indemnitee in connection with such Proceedingthe defense of the action, other than reasonable costs of investigation or as otherwise provided below in this Section 8below. The Indemnitee shall have the right to may employ his or her own its counsel in connection such action (and the Corporation shall cause its counsel to cooperate reasonably with such Proceeding, counsel employed by Indemnitee) but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall will be at the expense of the Indemnitee unless (i) the Indemnitee's employment of counsel by the Indemnitee has been is authorized by the Corporation, (ii) counsel to the Indemnitee shall have reasonably concluded concludes that there may be a conflict of interest or position on any significant issue between the Corporation and the Indemnitee in the conduct of the defense of such Proceeding action or (iii) the Corporation shall has not in fact have employed counsel to assume the defense of such Proceedingaction, in each of which cases the fees and expenses of Indemnitee's separate counsel for the Indemnitee shall will be at the expense of the Corporation, except as otherwise expressly provided by this Agreement, and provided that Indemnitee’s counsel shall cooperate reasonably with the Corporation’s counsel to minimize the cost of defending claims against the Corporation and the Indemnitee. The Corporation shall is not be entitled, without the consent of the Indemnitee, entitled to assume the defense of any claim action, suit, or proceeding brought by or in the right on behalf of the Corporation or as to which counsel for the Indemnitee shall have reasonably has made the conclusion provided for in clause (ii) above. The Corporation shall not be required is permitted to indemnify the Indemnitee under this Agreement for settle any amounts paid in settlement of any Proceeding effected without its written consent. The Corporation shall action except that it may not settle any Proceeding action or claim in any manner that which would impose any penalty or limitation on the Indemnitee without the Indemnitee’s 's written consent. Neither the Corporation nor the Indemnitee will unreasonably withhold or delay their its consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to the Indemnitee’s his right to be indemnified, the Indemnitee must notify the Corporation in writing as soon as practicable of any Proceeding action, suit, proceeding or investigation involving him for which indemnity will or could be sought; provided that failure or delay to provide such notice shall not limit the Indemnitee’s right to indemnification hereunder except to the extent the Corporation is prejudiced by such failure or delay. With respect to any Proceeding action, suit, proceeding or investigation of which the Corporation is so notified, the Corporation will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume such defense, the Corporation shall not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with such Proceedingclaim, other than as provided below in this Section 8. D. The Indemnitee shall have the right to employ his or her own counsel in connection with such Proceedingclaim, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Corporation, (ii) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation and the Indemnitee in the conduct of the defense of such Proceeding action or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such Proceedingaction, in each of which cases the fees and expenses of counsel for the Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement, and provided that Indemnitee’s counsel shall cooperate reasonably with the Corporation’s counsel to minimize the cost of defending claims against the Corporation and the IndemniteeArticle. The Corporation shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. The Corporation shall not be required to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its written consent. The Corporation shall not settle any Proceeding in any manner that would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Corporation nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to the Indemnitee’s 's right to be indemnified, the Indemnitee must notify the Corporation in writing as soon as practicable of any Proceeding for which indemnity indemnification will or could be sought; provided provided, however, that the failure or delay to provide such notice to the Corporation shall not limit relieve the Indemnitee’s right Corporation of any liability which it may have to indemnification hereunder the Indemnitee except to the extent the Corporation is actually prejudiced by such failure or delayfailure. With respect to any Proceeding of which the Corporation is so notified, the Corporation will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume such defense, the Corporation shall not be liable to the Indemnitee for any legal or 3 Amended-Restated Indemnification Agmt V. Crowley 12-05 other expenses subsequently incurred by the Indemnitee in Indxxxxxxx xx connection with such Proceeding, other than as provided below in this Section 87. The Indemnitee shall have the right to employ his or her own counsel in connection with such Proceeding, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (ia) the employment of counsel by the Indemnitee has been authorized by the Corporation, (iib) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position position, on any significant issue between the Corporation and the Indemnitee in the conduct of the defense of such Proceeding or (iiic) the Corporation shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases the fees and expenses of counsel for the Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement, and provided that Indemnitee’s counsel shall cooperate reasonably with the Corporation’s counsel to minimize the cost of defending claims against the Corporation and the Indemnitee. The Corporation shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (iib) above. The Corporation shall not be required to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its written consent. The Corporation shall not settle any Proceeding in any manner that which would impose any penalty or limitation on the Indemnitee without the Indemnitee’s 's written consent. Neither the Corporation nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to the Indemnitee’s 's right to be indemnified, the Indemnitee must notify the Corporation in writing as soon as practicable of any Proceeding for which indemnity indemnification will or could be sought; provided provided, however, that the failure or delay to provide such notice to the Corporation shall not limit relieve the Indemnitee’s right Corporation of any liability which it may have to indemnification hereunder the Indemnitee except to the extent the Corporation is actually prejudiced by such failure or delayfailure. With respect to any Proceeding of which the Corporation is so notified, the Corporation will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume such defense, the Corporation shall not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with such Proceeding, other than as provided below in this Section 87. The Indemnitee shall have the right to employ his or her own counsel in connection with such Proceeding, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (ia) the employment of counsel by the Indemnitee has been authorized by the Corporation, (iib) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation and the Indemnitee in the conduct of the defense of such Proceeding or (iiic) the Corporation shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases the fees and expenses of counsel for the Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement, and provided that Indemnitee’s counsel shall cooperate reasonably with the Corporation’s counsel to minimize the cost of defending claims against the Corporation and the Indemnitee. The Corporation shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (iib) above. The Corporation shall not be required to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its written consent. The Corporation shall not settle any Proceeding in any manner that which would impose any penalty or limitation on the Indemnitee without the Indemnitee’s 's written consent. Neither the Corporation nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Notification and Defense of Claim. As soon as practicable, but not later than thirty (30) days after receipt by Agent of notice of the commencement of any action, suit or proceeding, Agent will, if a condition precedent to the Indemnitee’s right claim in respect thereof is to be indemnifiedmade against the Corporation under this Agreement, the Indemnitee must notify the Corporation in writing as soon as practicable of the commencement thereof; but the omission or failure so to notify the Corporation will not relieve it from any Proceeding for obligation or liability which indemnity will it may have to Agent under this Agreement or could be sought; provided that failure or delay to provide such notice shall not limit the Indemnitee’s right to indemnification hereunder otherwise, except if, and then only to the extent that, such failure increases the liability of the Corporation is prejudiced by such failure or delayunder this Agreement. With respect to any Proceeding of such action, suit or proceeding as to which Agent notifies the Corporation is so notified, of the commencement thereof: (a) the Corporation will be entitled to participate therein at its own expense and/or expense; (b) except as otherwise provided below, the Corporation may, at its option and jointly with any other indemnifying party similarly notified and electing to assume such defense, assume the defense thereof at its own expensethereof, with legal counsel reasonably acceptable to selected by the IndemniteeCorporation. After notice from the Corporation to the Indemnitee Agent of its election so to assume such defensethe defense thereof, the Corporation shall will not be liable to the Indemnitee Agent under this Agreement for any legal or other expenses subsequently incurred by the Indemnitee Agent in connection with such Proceeding, other than the defense thereof except for reasonable costs of investigation or otherwise as provided below in this Section 8below. The Indemnitee Agent shall have the right to employ his or her own separate counsel in connection with such Proceedingaction, suit or proceeding but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee Agent unless (i) the employment of counsel by the Indemnitee Agent previously has been authorized by the Corporation, (ii) counsel to the Indemnitee for Agent shall have reasonably concluded provided the Corporation with written advice that there may be is a conflict of interest or position on any significant issue between the Corporation and the Indemnitee Agent in the conduct of the defense of such Proceeding action or (iii) the Corporation shall not in fact have employed counsel to assume the defense of of, or shall not continue to retain counsel to defend, such Proceedingaction, in each of which cases the fees and expenses of Agent’s separate counsel for the Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement, and provided that Indemnitee’s counsel shall cooperate reasonably with the Corporation’s counsel to minimize the cost of defending claims against the Corporation and the Indemnitee. The Corporation shall not be entitled, without the consent of the Indemnitee, entitled to assume the defense of any claim action, suit or proceeding brought by or in the right on behalf of the Corporation or as to which counsel for the Indemnitee Agent shall have reasonably made provided the conclusion provided for written advice as set forth in clause (ii) above. The ; and (c) the Corporation shall not be required liable to indemnify the Indemnitee Agent under this Agreement for any amounts paid in settlement of any Proceeding action or claim effected without its written consent, which shall not be unreasonably withheld. The Corporation shall be permitted to settle any action except that it shall not settle any Proceeding action or claim in any manner that which would impose any penalty or limitation on the Indemnitee Agent without the IndemniteeAgent’s written consent, which shall not be unreasonably withheld. Neither The Corporation shall not be liable to indemnify the Agent under this Agreement with regard to any judicial award if the Corporation nor was not given a reasonable and timely opportunity, at its expense, to participate in the Indemnitee will unreasonably withhold defense of such action; the Corporation’s liability hereunder shall not be excused if participation in any action, suit or delay their consent proceeding by the Corporation was barred by this Agreement. The Corporation shall give prompt written notice of any such action, suit or proceeding, as to any proposed settlementwhich Agent notifies the Corporation of the commencement thereof, which may be covered by the Corporation’s liability insurance, to the insurers in accordance with the procedures set forth in each of the applicable policies of insurance. The Corporation shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Agent, all amounts payable as a result of such action, suit or proceeding in accordance with the terms of such policies; provided that nothing in this Section 7 shall affect the Corporation’s obligations under this Agreement or the Corporation’s obligations to comply with the provisions of this Agreement in a timely manner as provided.

Notification and Defense of Claim. As a condition precedent to the Indemnitee’s right to be indemnified, the Indemnitee must agrees to notify the Corporation in writing as soon as reasonably practicable of any Proceeding for which indemnity will or could be soughtsought by Indemnitee and provide the Corporation with a copy of any summons, citation, subpoena, complaint, indictment, information or other document relating to such Proceeding with which Indemnitee is served; provided provided, however, that the failure or delay to provide give such notice shall not limit relieve the Indemnitee’s right Corporation of its obligations to indemnification hereunder Indemnitee under this Agreement, except to the extent extent, if any, that the Corporation is actually prejudiced by the failure to give such failure or delaynotice. With respect to any Proceeding of which the Corporation is so notified, the Corporation will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume such defense, the Corporation shall not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with such Proceeding, other than as provided below in this Section 8Paragraph 6. The Indemnitee shall have the right to employ his or her Indemnitee’s own counsel in connection with such Proceeding, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Corporation, (ii) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation and the Indemnitee in the conduct of the defense of such Proceeding or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases the fees and expenses of counsel for the Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement, and provided that Indemnitee’s counsel shall cooperate reasonably with the Corporation’s counsel to minimize the cost of defending claims against the Corporation and the Indemnitee. The Corporation shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. The Corporation shall not be required to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its written consent. The Corporation shall not settle any Proceeding in any manner that would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Corporation nor the Indemnitee will unreasonably withhold or delay their its consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to the Indemnitee’s his or her right to be indemnified, the Indemnitee must notify the Corporation corporation in writing as soon as practicable of any Proceeding action, suit, proceeding or investigation involving him or her for which indemnity will or could be sought; provided that failure or delay to provide such notice shall not limit the Indemnitee’s right to indemnification hereunder except to the extent the Corporation is prejudiced by such failure or delay. With respect to any Proceeding action, suit, proceeding or investigation of which the Corporation corporation is so notified, the Corporation corporation will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Indemnitee. After notice from the Corporation corporation to the Indemnitee of its election so to assume such defense, the Corporation corporation shall not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with such Proceedingclaim, other than as provided below in this Section 84. The Indemnitee shall have the right to employ his or her own counsel in connection with such Proceedingclaim, but the fees and expenses of such counsel incurred after notice from the Corporation corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Corporationcorporation, (ii) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation corporation and the Indemnitee in the conduct of the defense of such Proceeding action or (iii) the Corporation corporation shall not in fact have employed counsel to assume the defense of such Proceedingaction, in each of which cases the fees and expenses of counsel for the Indemnitee shall be at the expense of the Corporationcorporation, except as otherwise expressly provided by this Agreement, and provided that Indemnitee’s counsel shall cooperate reasonably with the Corporation’s counsel to minimize the cost of defending claims against the Corporation and the IndemniteeArticle. The Corporation corporation shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. The Corporation shall not be required to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its written consent. The Corporation shall not settle any Proceeding in any manner that would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Corporation nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Notification and Defense of Claim. As promptly as practicable after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding against him, Indemnitee will, if a condition precedent to the Indemnitee’s right claim in respect thereof is to be indemnifiedmade against the Corporation under this agreement, the Indemnitee must notify the Corporation in writing of the commencement thereof. Except as soon as practicable otherwise provided below, following its receipt of any Proceeding for which indemnity will or could be sought; provided that failure or delay to provide such notice the Corporation may (but shall not limit the Indemnitee’s right to indemnification hereunder except to the extent the Corporation is prejudiced by such failure or delay. With respect to any Proceeding of which the Corporation is so notified, the Corporation will be entitled to participate therein at its own expense and/or to obligated to) assume the defense thereof at its own expenseof such action, suit or proceeding, with legal counsel reasonably acceptable satisfactory to the Indemnitee. After written notice from the Corporation to the Indemnitee of its the Corporation's election so to assume the defense of such defenseaction, suit or proceeding, the Corporation 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 such Proceeding, other than the defense thereof except as provided below in this Section 8below. The Indemnitee shall have the right to employ his or her own counsel in connection with such Proceedingaction, suit or proceeding, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (ia) the employment of counsel by the Indemnitee has been authorized by the Corporation, (iib) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation and the Indemnitee in the conduct of the defense of such Proceeding action or (iiic) the Corporation shall not in fact have employed counsel to assume the defense of such Proceedingaction, in each of which cases the fees and expenses of Indemnitee's counsel for the Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement, and provided that Indemnitee’s counsel shall cooperate reasonably with the Corporation’s counsel to minimize the cost of defending claims against the Corporation and the Indemnitee. The Corporation shall not be entitled, without the consent of the Indemnitee, entitled to assume the defense of any claim action, suit or proceeding brought by or in the right on behalf of the Corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (iib) above. The In the event the Corporation shall not be required to indemnify assumes the Indemnitee under this Agreement for any amounts paid in settlement defense of any Proceeding effected without its written consent. The such action, suit or proceeding pursuant to this Section 4, the Corporation shall not settle any Proceeding such action, suit or proceeding in any manner that which would impose any penalty or limitation on the Indemnitee without the Indemnitee’s 's written consent. Neither the Corporation nor the Indemnitee will , which consent shall not be unreasonably withhold or delay their consent to any proposed settlementwithheld.

Notification and Defense of Claim. As a condition precedent to the Indemnitee’s his right to be indemnified, the Indemnitee must notify the Corporation in writing as soon as practicable of any Proceeding action, suit, proceeding or investigation involving him for which indemnity will or could be sought; provided that failure or delay to provide such notice shall not limit the Indemnitee’s right to indemnification hereunder except to the extent the Corporation is prejudiced by such failure or delay. With respect to any Proceeding action, suit, Table of Contents proceeding or investigation of which the Corporation is so notified, the Corporation will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume such defense, the Corporation shall not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with such Proceedingclaim, other than as provided below in this Section 8(5). The Indemnitee shall have the right to employ his or her own counsel in connection with such Proceedingclaim, but the fees ss and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Corporation, (ii) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation and the Indemnitee in the conduct of the defense of such Proceeding action or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such Proceedingaction, in each of which cases the fees and expenses of counsel for the Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement, and provided that Indemnitee’s counsel shall cooperate reasonably with the Corporation’s counsel to minimize the cost of defending claims against the Corporation and the IndemniteeARTICLE EIGHTH. The Corporation shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. The Corporation shall not be required to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its written consent. The Corporation shall not settle any Proceeding in any manner that would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Corporation nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to the Indemnitee’s his right to be indemnified, the Indemnitee must notify the Corporation in writing as soon as practicable of any Proceeding for which indemnity will or could be sought; provided that sought by him and provide the Corporation with a copy of any summons, citation, subpoena, complaint, indictment, information or other document relating to such Proceeding with which he is served. The failure or delay by Indemnitee to provide such notice timely notify the Corporation of any Proceeding shall not limit relieve the Indemnitee’s right to indemnification Corporation from any liability hereunder except unless, and only to the extent that, the Corporation is prejudiced by did not otherwise learn of such Proceeding and such failure results in forfeiture by the Corporation of substantial defenses, rights or delayinsurance coverage that prejudices the Corporation's position. With respect to any Proceeding of which the Corporation is so notified, the Corporation will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume such defense, the Corporation shall not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with such Proceedingclaim, other than as provided below in this Section 8Paragraph 6. The Indemnitee shall have the right to employ his or her own counsel in connection with such Proceedingclaim, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Corporation, (ii) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation and the Indemnitee in the conduct of the defense of on such Proceeding action or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such Proceedingaction, in each of which cases the and fees and expenses of counsel for the Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement, and provided that Indemnitee’s counsel shall cooperate reasonably with the Corporation’s counsel to minimize the cost of defending claims against the Corporation and the Indemnitee. The Corporation shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. The Corporation shall not be required to <PAGE> indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its written consent. The Corporation shall not settle any Proceeding in any manner that which would impose any penalty or limitation on the Indemnitee without the Indemnitee’s 's written consent. Neither the Corporation nor the Indemnitee will unreasonably withhold its or delay their his consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to the Indemnitee’s his right to be indemnified, the Indemnitee must notify the Corporation in writing as soon as practicable of any Proceeding action, suit, proceeding or investigation involving him for which indemnity will or could be sought; provided that failure or delay to provide such notice shall not limit the Indemnitee’s right to indemnification hereunder except to the extent the Corporation is prejudiced by such failure or delay. With respect to any Proceeding action, suit, proceeding or investigation of which the Corporation is so notified, the Corporation will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume such defense, the Corporation shall not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with such Proceedingclaim, other than as provided below in this Section 8(5). The Indemnitee shall have the right to employ his or her own counsel in connection with such Proceedingclaim, but the fees ss and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Corporation, (ii) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation and the Indemnitee in the conduct of the defense of such Proceeding action or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such Proceedingaction, in each of which cases the fees and expenses of counsel for the Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement, and provided that Indemnitee’s counsel shall cooperate reasonably with the Corporation’s counsel to minimize the cost of defending claims against the Corporation and the IndemniteeARTICLE EIGHTH. The Corporation shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. The Corporation shall not be required to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its written consent. The Corporation shall not settle any Proceeding in any manner that would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Corporation nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to the Indemnitee’s right to be indemnified, the Indemnitee must agrees to notify the Corporation in writing as soon as reasonably practicable of any Proceeding for which indemnity will or could be soughtsought by Indemnitee and provide the Corporation with a copy of any summons, citation, subpoena, complaint, indictment, information or other document relating to such Proceeding with which Indemnitee is served; provided provided, however, that the failure or delay to provide give such notice shall not limit relieve the Indemnitee’s right Corporation of its obligations to indemnification hereunder Indemnitee under this Agreement, except to the extent extent, if any, that the Corporation is actually prejudiced by the failure to give such failure or delaynotice. With respect to any Proceeding of which the Corporation is so notified, the Corporation will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume such defense, the Corporation shall not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with such Proceeding, other than as provided below in this Section 8Paragraph 7. The Indemnitee shall have the right to employ his or her Indemnitee’s own counsel in connection with such Proceeding, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Board of Directors of the Corporation, (ii) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation and the Indemnitee in the conduct of the defense of such Proceeding Proceeding, (iii) after a Change in Control, Indemnitee’s employment of its own counsel has been approved by the Independent Counsel, or (iiiiv) the Corporation shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases the fees and expenses of counsel for the Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement, and provided that Indemnitee’s counsel shall cooperate reasonably with the Corporation’s counsel to minimize the cost of defending claims against the Corporation and the Indemnitee. The Corporation shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. The Corporation shall not be required to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its written consent, provided, however, that if a Change in Control has occurred, the Corporation shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Independent Counsel has approved the settlement. The Corporation shall not settle any Proceeding in any manner that which would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Corporation nor the Indemnitee will unreasonably withhold or delay their its consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to the an Indemnitee’s right to be indemnified, the such Indemnitee must notify the Corporation in writing as soon as practicable of any Proceeding action, suit, proceeding or investigation involving such Indemnitee for which indemnity will or could be sought; provided that failure or delay to provide such notice shall not limit the Indemnitee’s right to indemnification hereunder except to the extent the Corporation is prejudiced by such failure or delay. With respect to any Proceeding action, suit, proceeding or investigation of which the Corporation is so notified, the Corporation will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume such defense, the Corporation shall not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with such Proceedingaction, suit, proceeding or investigation, other than as provided below in this Section 84. The Indemnitee shall have the right to employ his or her own counsel in connection with such Proceedingaction, suit, proceeding or investigation, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (ia) the employment of counsel by the Indemnitee has been authorized by the Corporation, (iib) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation and the Indemnitee in the conduct of the defense of such Proceeding action, suit, proceeding or investigation or (iiic) the Corporation shall not in fact have employed counsel to assume the defense of such Proceedingaction, suit, proceeding or investigation, in each of which cases the fees and expenses of counsel for the Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement, and provided that Indemnitee’s counsel shall cooperate reasonably with the Corporation’s counsel to minimize the cost of defending claims against the Corporation and the IndemniteeArticle EIGHTH. The Corporation shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (iib) above. The Corporation shall not be required to indemnify the Indemnitee under this Agreement Article EIGHTH for any amounts paid in settlement of any Proceeding action, suit, proceeding or investigation effected without its written consent. The Corporation shall not settle any Proceeding action, suit, proceeding or investigation in any manner that which would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Corporation nor the Indemnitee will unreasonably withhold or delay their its consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to the Indemnitee’s his right to be indemnified, the Indemnitee must notify the Corporation in writing as soon as practicable of any Proceeding for which indemnity will or could be sought; provided that failure or delay to sought by him and provide such notice shall not limit the Indemnitee’s right to indemnification hereunder except to the extent the Corporation with a copy of any summons, citation, subpoena, complaint, indictment, information or other document relating to such Proceeding with which he is prejudiced by such failure or delayserved. With respect to any Proceeding of which the Corporation is so notified, the Corporation will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume such defense, the Corporation shall not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with such Proceedingclaim, other than as provided below in this Section 8Paragraph 6. The Indemnitee shall have the right to employ his or her own counsel in connection with such Proceedingclaim, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Corporation, (ii) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation and the Indemnitee in the conduct of the defense of such Proceeding action or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such Proceedingaction, in each of which cases the fees and expenses of counsel for the Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement, and provided that Indemnitee’s counsel shall cooperate reasonably with the Corporation’s counsel to minimize the cost of defending claims against the Corporation and the Indemnitee. The Corporation shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. The Corporation shall not be required to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its written consent. The Corporation shall not settle any Proceeding in any manner that which would impose any penalty or limitation on the Indemnitee without the Indemnitee’s 's written consent. Neither the Corporation nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to the Indemnitee’s his right to be indemnified, the Indemnitee must notify the Corporation in writing as soon as practicable of any Proceeding action, suit, proceeding or investigation involving him for which indemnity will or could be sought; provided that failure or delay to provide such notice shall not limit the Indemnitee’s right to indemnification hereunder except to the extent the Corporation is prejudiced by such failure or delay. With respect to any Proceeding action, suit, proceeding or investigation of which the Corporation is so notified, the Corporation will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume such defense, the Corporation shall not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with such Proceedingclaim, other than as provided below in this Section 84. The Indemnitee shall have the right to employ his or her own counsel in connection with such Proceedingclaim, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Corporation, (ii) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation and the Indemnitee in the conduct of the defense of such Proceeding action, or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such Proceedingaction, in each of which cases the fees and expenses of counsel for the Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement, and provided that Indemnitee’s counsel shall cooperate reasonably with the Corporation’s counsel to minimize the cost of defending claims against the Corporation and the IndemniteeArticle. The Corporation shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. The Corporation shall not be required to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its written consent. The Corporation shall not settle any Proceeding in any manner that would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Corporation nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to the Indemnitee’s 's right to be indemnified, the Indemnitee must notify the Corporation in writing as soon as practicable of any Proceeding for which indemnity will or could be sought; provided that failure or delay to sought by Indemnitee and provide such notice shall not limit the Indemnitee’s right to indemnification hereunder except to the extent the Corporation with a copy of any summons, citation, subpoena, complaint, indictment, information or other document relating to such Proceeding with which Indemnitee is prejudiced by such failure or delayserved. With respect to any Proceeding of which the Corporation is so notified, the Corporation will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume such defense, the Corporation shall not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with such Proceedingclaim, other than as provided below in this Section 8Paragraph 6. The Indemnitee shall have the right to employ his or her Indemnitee's own counsel in connection with such Proceedingclaim, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (ia) the employment of counsel by the Indemnitee has been authorized by the Corporation, (iib) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation and the Indemnitee in the conduct of the defense of such Proceeding action or (iiic) the Corporation shall not in fact have employed counsel to assume the defense of such Proceedingaction, in each of which cases the reasonable fees and expenses of counsel for the Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement, and provided that Indemnitee’s counsel shall cooperate reasonably with the Corporation’s counsel to minimize the cost of defending claims against the Corporation and the Indemnitee. The Corporation shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (iib) above. The Corporation shall not be required to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its written consent. The Corporation shall not settle any Proceeding in any manner that which would impose any penalty or limitation on the Indemnitee without the Indemnitee’s 's written consent. Neither the Corporation nor the Indemnitee will unreasonably withhold its or delay their his or her consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to the an Indemnitee’s right to be indemnified, the such Indemnitee must notify the Corporation in writing as soon as practicable of any Proceeding action, suit, proceeding or investigation involving such Indemnitee for which indemnity will or could be sought; provided that failure or delay to provide such notice shall not limit the Indemnitee’s right to indemnification hereunder except to the extent the Corporation is prejudiced by such failure or delay. With respect to any Proceeding action, suit, proceeding or investigation of which the Corporation is so notified, the Corporation will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume such defense, the Corporation shall not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with such Proceedingaction, suit, proceeding or investigation, other than as provided below in this Section 8paragraph (d). The Indemnitee shall have the right to employ his or her own counsel in connection with such Proceedingaction, suit, proceeding or investigation, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Corporation, (ii) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation and the Indemnitee in the conduct of the defense of such Proceeding action, suit, proceeding or investigation or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such Proceedingaction, suit, proceeding or investigation, in each of which cases the fees and expenses of counsel for the Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement, and provided that Indemnitee’s counsel shall cooperate reasonably with the Corporation’s counsel to minimize the cost of defending claims against the Corporation and the IndemniteeArticle VIII. The Corporation shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. The Corporation shall not be required to indemnify the Indemnitee under this Agreement Article VIII for any amounts paid in settlement of any Proceeding action, suit, proceeding or investigation effected without its written consent. The Corporation shall not settle any Proceeding action, suit, proceeding or investigation in any manner that which would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Corporation nor the Indemnitee will unreasonably withhold or delay their its consent to any proposed settlement.

Notification and Defense of Claim. As Promptly after receipt by Employee of notice of the commencement of any action, suit or proceeding, Employee will, if a condition precedent to the Indemnitee’s right claim in respect thereof is to be indemnifiedmade against Corporation under this Section VI, notify corporation of the Indemnitee must commencement thereof; but the omission so to notify the Corporation in writing as soon as practicable of will not relieve it from any Proceeding for liability which indemnity will or could be sought; provided that failure or delay it may have to provide such notice shall not limit the Indemnitee’s right to indemnification hereunder except to the extent the Corporation is prejudiced by such failure or delayEmployee otherwise than under this Section VI. With respect to any Proceeding such action, suit or proceeding as to which Employee notifies Corporation of which the Corporation is so notified, the commencement thereof: (a) Corporation will be entitled to participate therein at its own expense and/or expense; and (b) Except as otherwise provided below, to the extent that it may wish, Corporation jointly with any other indemnifying party similarly notified will be entitled to assume the defense thereof at its own expensethereof, with legal counsel reasonably acceptable satisfactory to the IndemniteeEmployee. After notice from the Corporation to the Indemnitee Employee of its election so to assume such defensethe defense thereof, the Corporation shall will not be liable to the Indemnitee Employee under this Section VI for any legal or other expenses subsequently incurred by the Indemnitee Employee in connection with such Proceeding, the defense thereof other than reasonable costs of investigation or as otherwise provided below in this Section 8below. The Indemnitee Employee shall have the right to employ his or her own Corporation's counsel in connection with such Proceedingaction, suit or proceeding but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee Employee unless (i) the employment of counsel by the Indemnitee Employee has been authorized by the Corporation, (ii) counsel to the Indemnitee Employee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation and the Indemnitee Employee in the conduct of the defense of such Proceeding action or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such Proceedingaction, in each of which cases the fees and expenses of counsel for the Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement, and provided that Indemnitee’s counsel shall cooperate reasonably with the Corporation’s counsel to minimize the cost of defending claims against the Corporation and the Indemnitee. The Corporation shall not be entitled, without the consent of the Indemnitee, entitled to assume the defense of any claim action, suit or proceeding brought by or in the right on behalf of the Corporation or as to which counsel for the Indemnitee Employee shall have reasonably made the conclusion provided for in clause (ii) above. The (c) Corporation shall not be required liable to indemnify the Indemnitee Employee under this Agreement Section VI for any amounts paid in settlement of any Proceeding action or claim effected without its written consent. The Corporation shall not settle any Proceeding action or claim in any manner that which would impose any penalty or limitation on the Indemnitee without the Indemnitee’s Employee with Employee's written consent. Neither the Corporation nor the Indemnitee Employee will unreasonably withhold its or delay their his consent to any proposed settlement. 6.07.

Notification and Defense of Claim. As a condition precedent to the an Indemnitee’s right to be indemnified, the such Indemnitee must notify the Corporation in writing as soon as practicable of any Proceeding action, suit, proceeding or investigation involving such Indemnitee for which indemnity will or could be sought; provided that failure or delay to provide such notice shall not limit the Indemnitee’s right to indemnification hereunder except to the extent the Corporation is prejudiced by such failure or delay. With respect to any Proceeding action, suit, proceeding or investigation of which the Corporation is so notified, the Corporation will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume such defense, the Corporation shall not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with such Proceedingaction, suit, proceeding or investigation, other than as provided below in this Article Seven, Section 84. The Indemnitee shall have the right to employ his or her own counsel in connection with such Proceedingaction, suit, proceeding or investigation, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Corporation, (ii) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation and the Indemnitee in the conduct of the defense of such Proceeding action, suit, proceeding or investigation or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such Proceedingaction, suit, proceeding or investigation, in each of which cases the fees and expenses of counsel for the Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement, and provided that Indemnitee’s counsel shall cooperate reasonably with the Corporation’s counsel to minimize the cost of defending claims against the Corporation and the IndemniteeArticle Seven. The Corporation shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. The Corporation shall not be required to indemnify the Indemnitee under this Agreement Article Seven for any amounts paid in settlement of any Proceeding action, suit, proceeding or investigation effected without its written consent. The Corporation shall not settle any Proceeding action, suit, proceeding or investigation in any manner that which would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Corporation nor the Indemnitee will unreasonably withhold or delay their its consent to any proposed settlement.

Notification and Defense of Claim. As Promptly after receipt by the Indemnified Party of notice of the commencement of any Proceeding, the Indemnified Party shall, if a condition precedent claim in respect thereof is to be made against the Corporation under this Agreement, give written notice to the Indemnitee’s right Corporation of the commencement thereof as promptly as practicable; but the omission so to be indemnified, the Indemnitee must notify the Corporation in writing as soon as practicable of will not relieve the Corporation from any Proceeding for which indemnity will or could be sought; provided liability that failure or delay to provide such notice shall not limit the Indemnitee’s right to indemnification hereunder except it may have to the extent Indemnified Party unless the Corporation is can demonstrate by clear and convincing evidence that it was materially prejudiced by the failure to receive such failure or delaynotice. With respect to any such Proceeding of as to which the Corporation is so notified, the Indemnified Party becomes involved: (a) The Corporation will be entitled to participate therein at its own expense and/or expense. (b) Except as otherwise provided below, to the extent that it may wish, the Corporation may, jointly with any other indemnifying party, assume the defense thereof at its own expensethereof, with legal outside counsel that must be reasonably acceptable satisfactory to the IndemniteeIndemnified Party. After notice from the Corporation to the Indemnitee Indemnified Party of its election so to assume such defensethe defense thereof (and consent of the Indemnified Party as to the Corporation’s choice of outside counsel, which consent will not be unreasonably withheld), the Corporation shall not will be liable to the Indemnitee Indemnified Party under this Agreement for any legal or other expenses subsequently incurred by the Indemnitee in connection with such Proceeding, all Litigation Costs (subject to Section 4 above and other than as provided below with respect to attorneys’ fees) incurred in this Section 8connection therewith. The Indemnitee Indemnified Party shall have the right to employ his or her own personal counsel in connection with such Proceeding, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof (and consent of the Indemnified Party as to the Corporation’s choice of outside counsel) shall be at the expense of the Indemnitee Indemnified Party, unless (i) the employment of counsel by for the Indemnitee Indemnified Party has been authorized by the Corporation, (ii) counsel to the Indemnitee Indemnified Party shall have reasonably concluded in good faith that there may be a conflict of interest or position on any significant issue between the Corporation and the Indemnitee Indemnified Party in the conduct of the defense (or part of the defense) of such Proceeding action, or (iii) the Corporation in fact shall not in fact have employed counsel to assume the defense of such Proceedingaction, in each of which cases the fees and expenses of counsel for the Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement, and provided that Indemnitee’s counsel shall cooperate reasonably with the Corporation’s counsel to minimize the cost of defending claims against the Corporation and the Indemnitee. The Corporation shall not be entitled, without the consent of the Indemnitee, entitled to assume the defense of any claim Proceeding brought by or in the right on behalf of the Corporation or as to which counsel for the Indemnitee Indemnified Party shall have reasonably made the conclusion provided for in clause (ii) aboveof this Section 7(b). (c) The Corporation shall not be required liable to indemnify the Indemnitee Indemnified Party under this Agreement for any amounts Losses paid in settlement of any Proceeding or claim effected without its written consent. The Corporation shall not settle any Proceeding or claim in any manner that would impose any penalty penalty, sanction, or limitation on the Indemnitee Indemnified Party, or otherwise effectively indicate the existence of any wrongful act by the Indemnified Party, without the IndemniteeIndemnified Party’s written consent. Neither the Corporation nor the Indemnitee will Indemnified Party shall unreasonably withhold or delay their its consent to any proposed settlement.. Without intending to limit the circumstances in which it would be unreasonable for the Corporation to withhold its consent to a settlement, the parties hereto agree it would be unreasonable for the Corporation to withhold its consent to a settlement in an amount that did not exceed, in the business judgment of the Board -4-

Notification and Defense of Claim. As a condition precedent to the Indemnitee’s 's right to be indemnified, the Indemnitee must notify the Corporation in writing as soon as practicable of any Proceeding for which indemnity will or could be sought; provided that failure or delay to provide such notice shall not limit the Indemnitee’s right to indemnification hereunder except to the extent the Corporation is prejudiced by such failure or delay. With respect to any Proceeding of which the Corporation is so notified, the Corporation will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume such defense, the Corporation shall not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with such Proceeding, other than as provided below in this Section 8Paragraph 7. The Indemnitee shall have the right to employ his or her own counsel in connection with such Proceeding, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Corporation, (ii) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation and the Indemnitee in the conduct of the defense of such Proceeding or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases the fees and expenses of counsel for the Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement, and provided that Indemnitee’s counsel shall cooperate reasonably with the Corporation’s counsel to minimize the cost of defending claims against the Corporation and the Indemnitee. The Corporation shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. The Corporation shall not be required to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its written consent. The Corporation shall not settle any Proceeding in any manner that which would impose any penalty or limitation on the Indemnitee without the Indemnitee’s 's written consent. Neither the Corporation nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to the an Indemnitee’s right to be indemnified, the such Indemnitee must notify the Corporation Company in writing as soon as practicable of any Proceeding action, suit, proceeding or investigation involving such Indemnitee for which indemnity will or could be sought; provided that failure or delay to provide such notice shall not limit the Indemnitee’s right to indemnification hereunder except to the extent the Corporation is prejudiced by such failure or delay. With respect to any Proceeding action, suit, proceeding or investigation of which the Corporation Company is so notified, the Corporation Company will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Indemnitee. After notice from the Corporation Company to the Indemnitee of its election so to assume such defense, the Corporation Company shall not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with such Proceedingaction, suit, proceeding or investigation, other than as provided below in this Section 8Subsection (d). The Indemnitee shall have the right to employ his or her own counsel in connection with such Proceedingaction, suit, proceeding or investigation, but the fees and expenses of such counsel incurred after notice from the Corporation Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the CorporationCompany, (ii) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation Company and the Indemnitee in the conduct of the defense of such Proceeding action, suit, proceeding or investigation or (iii) the Corporation Company shall not in fact have employed counsel to assume the defense of such Proceedingaction, suit, proceeding or investigation, in each of which cases the fees and expenses of counsel for the Indemnitee shall be at the expense of the CorporationCompany, except as otherwise expressly provided by this Agreement, and provided that Indemnitee’s counsel shall cooperate reasonably with the Corporation’s counsel to minimize the cost of defending claims against the Corporation and the IndemniteeSection. The Corporation Company shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation Company or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. The Corporation Company shall not be required to indemnify the Indemnitee under this Agreement Section 10 for any amounts paid in settlement of any Proceeding action, suit, proceeding or investigation effected without its written consent. The Corporation Company shall not settle any Proceeding action, suit, proceeding or investigation in any manner that which would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Corporation Company nor the Indemnitee will unreasonably withhold or delay their its consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to the an Indemnitee’s right to be indemnified, the such Indemnitee must notify the Corporation in writing as soon as practicable of any Proceeding action, suit, proceeding or investigation involving such Indemnitee for which indemnity will or could be sought; provided that failure or delay to provide such notice shall not limit sought unless the Indemnitee’s right to indemnification hereunder except Corporation has confirmed to the extent the Corporation Indemnitee that it is prejudiced by aware of such failure action, suit, proceeding or delayinvestigation and that indemnity will or could be sought. With respect to any Proceeding action, suit, proceeding or investigation of which the Corporation is so notified, the Corporation will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume such defense, the Corporation shall not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with such Proceedingaction, suit, proceeding or investigation, other than as provided below in this Section 84. The Indemnitee shall have the right to employ his or her own counsel in connection with such Proceedingaction, suit, proceeding or investigation, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Corporation, (ii) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation and the Indemnitee in the conduct of the defense of such Proceeding action, suit, proceeding or investigation or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such Proceedingaction, suit, proceeding or investigation, in each of which cases the fees and expenses of counsel for the Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement, and provided that Indemnitee’s counsel shall cooperate reasonably with the Corporation’s counsel to minimize the cost of defending claims against the Corporation and the IndemniteeArticle EIGHTH. The Corporation shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. The Corporation shall not be required to indemnify the Indemnitee under this Agreement Article EIGHTH for any amounts paid in settlement of any Proceeding action, suit, proceeding or investigation effected without its written consent. The Corporation shall not settle any Proceeding action, suit, proceeding or investigation in any manner that which would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Corporation nor the Indemnitee will unreasonably withhold or delay their its consent to any proposed settlement.

Notification and Defense of Claim. As Not later than thirty (30) days after receipt by Director of notice of the commencement of any action, suit or proceeding, Director will, if a condition precedent to the Indemnitee’s right claim in respect thereof is to be indemnifiedmade against Corporation under this Agreement, notify Corporation of the Indemnitee must commencement thereof; but the omission so to notify the Corporation in writing as soon as practicable of will not relieve it from any Proceeding for liability which indemnity will or could be sought; provided that failure or delay it may have to provide such notice shall not limit the Indemnitee’s right to indemnification hereunder except to the extent the Corporation is prejudiced by such failure or delayDirector otherwise 2 3 than under this Agreement. With respect to any Proceeding such action, suit or proceeding as to which Director notifies Corporation of which the Corporation is so notified, the commencement thereof: (a) Corporation will be entitled to participate therein at its own expense and/or expense; (b) except as otherwise provided below, to the extent that it may wish, Corporation jointly with any other indemnifying party similarly notified will be entitled to assume the defense thereof at its own expensethereof, with legal counsel reasonably acceptable satisfactory to the IndemniteeDirector. After notice from the Corporation to the Indemnitee Director of its election so as to assume such defensethe defense thereof, the Corporation shall will not be liable to the Indemnitee Director under this Agreement for any legal or other expenses subsequently incurred by the Indemnitee Director in connection with such Proceeding, the defense thereof other than reasonable costs of investigation or as otherwise provided below in this Section 8below. The Indemnitee Director shall have the right to employ his or her own its counsel in connection with such Proceedingaction, suit or proceeding but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee Director unless (i) the employment of counsel by the Indemnitee Director has been authorized by the Corporation, (ii) counsel to the Indemnitee Director shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation and the Indemnitee Director in the conduct of the defense of such Proceeding action or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such Proceedingaction, in each of which cases the fees and expenses of Director's separate counsel for the Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement, and provided that Indemnitee’s counsel shall cooperate reasonably with the Corporation’s counsel to minimize the cost of defending claims against the Corporation and the Indemnitee. The Corporation shall not be entitled, without the consent of the Indemnitee, entitled to assume the defense of any claim action, suit or proceeding brought by or in the right on behalf of the Corporation or as to which counsel for the Indemnitee Director shall have reasonably made the conclusion provided for in clause (ii) above. The ; and (c) Corporation shall not be required liable to indemnify the Indemnitee Director under this Agreement for any amounts paid in settlement of any Proceeding action or claim effected without its written consent. The Corporation shall be permitted to settle any action except that it shall not settle any Proceeding action or claim in any manner that which would impose any penalty or limitation on the Indemnitee Director without the Indemnitee’s Director's written consent. Neither the Corporation nor the Indemnitee Director will unreasonably withhold or delay their its consent to any proposed settlement. 7.

Notification and Defense of Claim. As a condition precedent to the Indemnitee’s right to be indemnified, the (a) Indemnitee must shall notify the Corporation Company in writing of any Proceeding, claim or other matter with respect to which Indemnitee intends to seek indemnification or advancement of Expenses as soon as reasonably practicable following Indemnitee’s knowledge of any Proceeding for which indemnity will Proceeding, claim or could be sought; provided that other matter giving rise to a right to indemnification or advancement of Expenses hereunder. The written notification to the Company shall include a description of the nature of the Proceeding, claim or other matter and the facts underlying the Proceeding, claim or other matter (based upon information then available to Indemnitee). The failure or delay by Indemnitee to provide such notice notify the Company will not relieve the Company from any liability which it may have to Indemnitee hereunder or otherwise under this Agreement, and any failure or delay in so notifying the Company shall not limit the Indemnitee’s right to indemnification hereunder except constitute a waiver by Indemnitee of any rights, unless and only to the extent the Corporation is prejudiced by that such failure or delaydelay materially prejudices the Company. With respect to any Proceeding of as to which Indemnitee has so notified the Corporation is so notified, Company: (i) the Corporation Company will be entitled to participate therein at its own expense and/or to expense; and (ii) except as otherwise provided below, the Company may assume the defense thereof at its own expensethereof, with legal counsel reasonably acceptable satisfactory to the Indemnitee. After notice from the Corporation to the Company notifies Indemnitee of its election to so to assume such the defense, the Corporation shall Company will not be liable to the Indemnitee under this Agreement for any legal or other expenses Expenses subsequently incurred by the Indemnitee in connection with such Proceedingthe defense, other than legal Expenses relating to the reasonable costs of investigation, including an investigation in connection with determining whether there exists a conflict of interest of the type described in clause (y) below of this Section 8(a), in connection with any cooperation in the Company’s defense of such Proceeding or claim, or other action undertaken by Indemnitee taken at the request of the Company, or as otherwise provided below in this Section 8. The Indemnitee shall have the right to employ his or her own counsel in connection with such Proceeding, Proceeding but the fees and expenses of such counsel incurred after notice from the Corporation Company notifies Indemnitee of its assumption of the defense thereof of such Proceeding or claim shall be at the expense of the Indemnitee unless (ix) the Company authorizes Indemnitee’s employment of counsel, provided, that following a Change in Control, Indemnitee shall be entitled to employ his or her own counsel by at the Indemnitee has been authorized by the Corporation, Company’s expense after giving not less than thirty (ii30) counsel days’ notice to the Company; (y) Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation Company and the Indemnitee in the conduct of the defense of such Proceeding or (iiiz) the Corporation Company shall not in fact have employed counsel to assume the defense of such ProceedingProceeding or claim, in each of which cases case, the fees and expenses of Indemnitee’s own counsel for the Indemnitee shall be at the expense of the CorporationCompany. Notwithstanding the foregoing, except as otherwise expressly provided by this Agreement, and provided that Indemnitee’s counsel shall cooperate reasonably with the Corporation’s counsel to minimize the cost of defending claims against the Corporation and the Indemnitee. The Corporation Company shall not be entitled, without the consent of the Indemnitee, entitled to assume the defense of any claim Proceeding or claims brought by or in the right on behalf of the Corporation Company or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for described in clause (iiy) above. The Corporation shall not be required to indemnify the Indemnitee under above of this Agreement for any amounts paid in settlement of any Proceeding effected without its written consent. The Corporation shall not settle any Proceeding in any manner that would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Corporation nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlementSection 8(a).

Notification and Defense of Claim. As a condition precedent to the an Indemnitee’s right to be indemnified, the such Indemnitee must notify the Corporation in writing as soon as practicable of any Proceeding action, suit, proceeding or investigation involving such Indemnitee for which indemnity will or could be sought; provided that failure or delay to provide such notice shall not limit the Indemnitee’s right to indemnification hereunder except to the extent the Corporation is prejudiced by such failure or delay. With respect to any Proceeding action, suit, proceeding or investigation of which the Corporation is so notified, the Corporation will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume such defense, the Corporation shall not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with such Proceedingaction, suit, proceeding or investigation, other than as provided below in this Section 84. The Indemnitee shall have the right to employ his or her own counsel in connection with such ProceedingTable of Contents action, suit, proceeding or investigation, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Corporation, (ii) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation and the Indemnitee in the conduct of the defense of such Proceeding action, suit, proceeding or investigation or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such Proceedingaction, suit, proceeding or investigation, in each of which cases the fees and expenses of counsel for the Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement, and provided that Indemnitee’s counsel shall cooperate reasonably with the Corporation’s counsel to minimize the cost of defending claims against the Corporation and the IndemniteeArticle. The Corporation shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. The Corporation shall not be required to indemnify the Indemnitee under this Agreement Article EIGHTH for any amounts paid in settlement of any Proceeding action, suit, proceeding or investigation effected without its written consent. The Corporation shall not settle any Proceeding action, suit, proceeding or investigation in any manner that which would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Corporation nor the Indemnitee will unreasonably withhold or delay their its consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to the Indemnitee’s your right to be indemnified, the Indemnitee you must notify the Corporation Cysive in writing as soon as practicable of any Proceeding for which indemnity will or could be sought; provided that failure sought by you and provide Cysive with a copy of any summons, citation, subpoena, complaint, indictment, information or delay other document relating to provide such notice shall not limit the Indemnitee’s right to indemnification hereunder except to the extent the Corporation is prejudiced by such failure or delayProceeding with which you were served. With respect to any Proceeding of which the Corporation Cysive is so notified, the Corporation Cysive will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with its own legal counsel reasonably acceptable to the Indemniteecounsel. After notice from the Corporation Cysive to the Indemnitee you of its election so to assume such defense, the Corporation Cysive shall not be liable to the Indemnitee you for any legal or other expenses you subsequently incurred by the Indemnitee in connection with such Proceedingclaim, other than as provided below in this Section 8Paragraph 7. The Indemnitee In the event Cysive assumes your defense, Cysive shall have the sole right to control the strategy and conduct of the litigation, including settlement in full or in part of any claims without your consent, provided however that you shall not be required to individually contribute to any such settlement, and provided further that you shall not be required to admit any guilt or liability in any such settlement. You shall have the right to employ his or her your own counsel in connection with such Proceedingclaim, but the fees and expenses of such counsel incurred after notice from the Corporation Cysive of its assumption of the defense thereof shall be at the your expense of the Indemnitee unless (i) the your employment of counsel by the Indemnitee has been authorized by the CorporationCysive, (ii) your counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation Cysive and the Indemnitee you in the conduct of the defense of such Proceeding action or (iii) the Corporation Cysive shall not in fact have employed counsel to assume the defense of such Proceedingaction, in each of which cases the fees and expenses of your counsel for the Indemnitee shall be at the expense of the CorporationCysive, except as otherwise expressly provided by this Agreement, and provided that Indemnitee’s counsel shall cooperate reasonably with the Corporation’s counsel to minimize the cost of defending claims against the Corporation and the Indemnitee. The Corporation Cysive shall not be entitled, without the consent of the Indemniteeyour consent, to assume the defense of any claim brought by or in the right of the Corporation Cysive or as to which your counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. The Corporation shall not be required to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its written consent. The Corporation shall not settle any Proceeding in any manner that would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Corporation nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to the Indemnitee’s his right to be indemnified, the Indemnitee must notify the Corporation in writing as soon as practicable of any Proceeding for which indemnity will or could be sought; provided that failure or delay to sought by him and provide such notice shall not limit the Indemnitee’s right to indemnification hereunder except to the extent the Corporation with a copy of any summons, citation, subpoena, complaint, indictment, information or other document relating to such Proceeding with which he is prejudiced by such failure or delayserved. With respect to any Proceeding of which the Corporation is so notified, the Corporation will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume such defense, the Corporation shall not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with such Proceedingclaim, other than as provided below in this Section 8Paragraph 7. The Indemnitee shall have the right to employ his or her own counsel in connection with such Proceedingclaim, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Corporation, (ii) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation and the Indemnitee in the conduct of the defense of such Proceeding action or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such Proceedingaction, in each of which cases the fees and expenses of counsel for the Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement, and provided that Indemnitee’s counsel shall cooperate reasonably with the Corporation’s counsel to minimize the cost of defending claims against the Corporation and the Indemnitee. The Corporation shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. The Corporation shall not be required to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its written consent. The Corporation shall not settle any Proceeding in any manner that which would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Corporation nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement. If a Proceeding is compromised or settled in a manner which imposes any liability or obligation upon Indemnitee, (i) no indemnification shall be provided to him with respect to a Proceeding by or in the right of the corporation unless a court having jurisdiction determines that indemnification is reasonable and proper under the circumstances, and (ii) no indemnification shall be provided to him with respect to any other type of Proceeding if it is determined pursuant to Paragraph 9 of this Agreement on the basis of the circumstances known at that time (without further investigation) that Indemnitee is ineligible for indemnification.

Notification and Defense of Claim. As a condition precedent to the Indemnitee’s right of indemnification, Indemnitee agrees to be indemnified, the Indemnitee must notify the Corporation Company in writing as soon as practicable of any Proceeding for which indemnity indemnification will or could be soughtsought by Indemnitee and provide the Company with a copy of any summons, citation, subpoena, complaint, indictment, information or other document relating to such Proceeding with which Indemnitee is served; provided that the failure or delay of Indemnitee to provide such give notice as provided herein shall not limit relieve the Indemnitee’s right to indemnification hereunder Company of its obligations under this Agreement, except to the extent that the Corporation Company is prejudiced adversely affected by such failure or delayfailure. With respect to any Proceeding of which the Corporation Company is so notified, the Corporation Company will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Indemnitee. After notice from the Corporation Company to the Indemnitee of its election so to assume such defense, the Corporation Company shall not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with such Proceedingclaim, other than as provided below in this Section 85. The Indemnitee shall have the right to employ his or her Indemnitee’s own counsel in connection with such Proceedingclaim, but the fees and expenses of such counsel incurred after notice from the Corporation Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the CorporationCompany, (ii) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation Company and the Indemnitee in the conduct of the defense of such action, (iii) counsel to Indemnitee reasonably concludes that Indemnitee may have separate defenses or counterclaims to assert with respect to any issue which may not be consistent with the position of other defendants in such Proceeding or (iiiiv) the Corporation Company shall not in fact have employed counsel to assume the defense of such Proceedingaction, in each of which cases the fees and expenses of counsel for the Indemnitee shall be at the expense of the CorporationCompany, except as otherwise expressly provided by this Agreement, and provided that Indemnitee’s counsel shall cooperate reasonably with the Corporation’s counsel to minimize the cost of defending claims against the Corporation and the Indemnitee. The Corporation Company shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation Company or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause clauses (ii) or (iii) above. The Corporation shall not be required to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its written consent. The Corporation Company shall not settle any Proceeding in any manner that manner, without Indemnitee’s written consent, which would (i) impose any penalty or limitation on Indemnitee, (ii) includes an admission of fault of Indemnitee, or (iii) does not include, as an unconditional term thereof, the full release of Indemnitee without the from all liability in respect of such Proceeding, which release shall be in form and substance reasonably satisfactory to Indemnitee’s written consent. Neither the Corporation nor the The Indemnitee will not unreasonably withhold or delay their his consent to any proposed settlement. In making the determination required to be made under Delaware law with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall presume that the Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request therefor in accordance with Section 5 of this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption.