Common use of Notification and Defense of Claim Clause in Contracts

Notification and Defense of Claim. As a condition precedent to his right to be indemnified, the Indemnitee must notify the Corporation in writing as soon as practicable of any action, suit, proceeding or investigation involving him for which indemnity will or could be sought. With respect to any 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 claim, other than as provided below in this Section 4. The Indemnitee shall have the right to employ his own counsel in connection with such claim, 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 action or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such 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 Article. 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.

Notification and Defense of Claim. As a condition precedent to his an Indemnitee’s right to be indemnified, the such Indemnitee must notify the Corporation in writing as soon as practicable of any action, suit, proceeding or investigation involving him such Indemnitee for which indemnity will or could be sought. With respect to any 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 claimaction, suit, proceeding or investigation, other than as provided below in this Section 4. The Indemnitee shall have the right to employ his or her own counsel in connection with such claimaction, 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 action action, suit, proceeding or investigation or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such action, 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 ArticleArticle 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 Indemnitee under this Article SIXTH for any amounts paid in settlement of any action, suit, proceeding or investigation effected without its written consent. The Corporation shall not settle any action, suit, proceeding or investigation in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent. Neither the Corporation nor Indemnitee will unreasonably withhold or delay its consent to any proposed settlement.

Notification and Defense of Claim. (a) As a condition precedent to his the Indemnitee’s right to be indemnified, the Indemnitee must notify the Corporation in writing as soon as practicable of any action, suit, proceeding or investigation involving him Proceeding for which indemnity will or could be sought. With respect to any action, suit, proceeding or investigation 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 claimProceeding, other than as provided below in this Section 46. The Indemnitee shall have the right to employ his or her own counsel in connection with such claimProceeding, 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 action Proceeding or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such actionProceeding, 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 ArticleAgreement, 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. (b) 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 his right to be indemnified, Not later than thirty (30) days after receipt by Indemnitee of notice of the Indemnitee must notify the Corporation in writing as soon as practicable commencement of any action, suitsuit or proceeding, proceeding or investigation involving him for Indemnitee will, if a claim in respect thereto is to be made against the Corporation under this Agreement, notify the Corporation of the commencement thereof; but the omission so to notify the Corporation will not relieve it from any liability which indemnity will or could be soughtit may have to Indemnitee otherwise than under this Agreement. With respect to any such action, suit, suit or proceeding or investigation of as to which Indemnitee 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 satisfactory to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume such defensethe defense thereof, 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 claim, other than the defense thereof except for reasonable costs of investigation or otherwise as provided below in this Section 4below. The Indemnitee shall have the right to employ his own separate counsel in connection with such claimaction, 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 (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 action action, or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of Indemnitee's separate counsel for the Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Article. 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 (ii) above; and (c) The Corporation shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without 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 action or claim in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee's written consent which may be given or withheld in Indemnitee's sole discretion.

Notification and Defense of Claim. As a condition precedent to his the Indemnitee’s right to be indemnified, the Indemnitee must notify the Corporation in writing as soon as practicable of any action, suit, proceeding or investigation involving him Proceeding for which indemnity will or could be sought. With respect to any action, suit, proceeding or investigation 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 claimProceeding, other than as provided below in this Section 47. The Indemnitee shall have the right to employ his or her own counsel in connection with such claimProceeding, 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 action Proceeding or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such actionProceeding, 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 ArticleAgreement. 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 his right to be indemnified, Not later than thirty (30) days after receipt by Indemnitee of notice of the Indemnitee must notify the Corporation in writing as soon as practicable commencement of any action, suitsuit or proceeding, proceeding or investigation involving him for Indemnitee will, if a claim in respect thereto is to be made against the Corporation under this Agreement, notify the Corporation of the commencement thereof; but the omission so to notify the Corporation will not relieve it from any liability which indemnity will or could be soughtis may have to Indemnitee otherwise than under this Agreement. With respect to any such action, suit, suit or proceeding or investigation of as to which Indemnitee 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 satisfactory to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume such defensethe defense thereof, 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 claim, other than the defense thereof except for reasonable costs of investigation or otherwise as provided below in this Section 4below. The Indemnitee shall have the right to employ his own separate counsel in connection with such claimaction, 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 (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 action action, or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of Indemnitee's separate counsel for the Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Article. 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 (ii) above; and (c) The Corporation shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without 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 action or claim in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee's written consent which may be given or withheld in Indemnitee's sole discretion.

Notification and Defense of Claim. As a condition precedent to his right to be indemnified, the Indemnitee must notify the Corporation in writing as soon as practicable of any action, suit, proceeding or investigation involving him 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. With respect to any action, suit, proceeding or investigation 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 claim, other than as provided below in this Section 4Paragraph 6. The Indemnitee shall have the right to employ his own counsel in connection with such claim, 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 action or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such 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 ArticleAgreement. 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 which would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent. Neither the Corporation nor the Indemnitee will unreasonably withhold its or his consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to his right to be indemnified, the Indemnitee must notify the Corporation in writing as soon as practicable of any action, suit, proceeding or investigation involving him 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. With respect to any action, suit, proceeding or investigation 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 claim, other than as provided below in this Section 4Paragraph 7. The Indemnitee shall have the right to employ his own counsel in connection with such claim, 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 action or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such 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 ArticleAgreement. 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 which would impose any penalty or limitation on Indemnitee without Indemnitee's written consent. Neither the Corporation nor the Indemnitee will unreasonably withhold their consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to his the Indemnitee’s right to be indemnified, the Indemnitee must notify the Corporation in writing as soon as practicable of any action, suit, proceeding or investigation involving him Proceeding for which indemnity will or could be sought. With respect to any action, suit, proceeding or investigation 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 claimProceeding, other than as provided below in this Section 4Paragraph 7. The Indemnitee shall have the right to employ his or her own counsel in connection with such claimProceeding, 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 action Proceeding or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such actionProceeding, 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 ArticleAgreement. 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 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. As a condition precedent to his an Indemnitee’s right to be indemnified, the such Indemnitee must notify the Corporation in writing as soon as practicable of any action, suit, proceeding or investigation involving him such Indemnitee for which indemnity will or could be sought. With respect to any 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 claimaction, suit, proceeding or investigation, other than as provided below in this Section 4. The Indemnitee shall have the right to employ his or her own counsel in connection with such claimaction, 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 action action, suit, proceeding or investigation or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such action, 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 Article. 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 Indemnitee under this Article SEVENTH for any amounts paid in settlement of any action, suit, proceeding or investigation effected without its written consent. The Corporation shall not settle any action, suit, proceeding or investigation in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent. Neither the Corporation nor Indemnitee will unreasonably withhold or delay its consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to his the Indemnitee's right to be indemnified, the Indemnitee must notify the Corporation in writing as soon as practicable of any action, suit, proceeding or investigation involving him Proceeding for which indemnity will or could be sought. With respect to any action, suit, proceeding or investigation 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 claimProceeding, other than as provided below in this Section 4Paragraph 7. The Indemnitee shall have the right to employ his or her own counsel in connection with such claimProceeding, 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 action Proceeding or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such actionProceeding, 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 ArticleAgreement. 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 his right to be indemnified, the Indemnitee must notify the Corporation in writing as soon as practicable of any action, suit, proceeding or investigation involving him 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. With respect to any action, suit, proceeding or investigation 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 claim, other than as provided below in this Section 4Paragraph 7. The Indemnitee shall have the right to employ his own counsel in connection with such claim, 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 action or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such 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 ArticleAgreement. 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.

Notification and Defense of Claim. As a condition precedent to his right to be indemnified, Promptly after receipt by Indemnitee of notice of the Indemnitee must notify the Corporation in writing as soon as practicable commencement of any action, suitsuit or proceeding, proceeding or investigation involving him for Indemnitee will, if a claim in respect thereof is to be made against the Corporation under this Agreement, notify the Corporation of the commencement thereof; but the omission so to notify the Corporation will not relieve it from any liability which indemnity will or could be soughtit may have to Indemnitee otherwise than under this Agreement. With respect to any such action, suit, suit or proceeding or investigation of as to which Indemnitee 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; and (b) Except as otherwise provided below, to the extent that it may wish, the Corporation jointly with any other indemnifying party similarly notified will be entitled to assume the defense thereof at its own expensethereof, with legal counsel selected by the Corporation and reasonably acceptable satisfactory to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume such defensethe defense thereof, 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 claim, the defense thereof other than reasonable costs of investigation or as otherwise provided below in this Section 4below. The Indemnitee shall have the right to employ his own counsel in connection with such claimaction, 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 (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 action action, or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such 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 Article. 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 (ii) above. (c) The Corporation shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent. The Corporation shall not settle in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee's written consent. Neither the Corporation nor Indemnitee will unreasonably withhold their consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to his Indemnitee’s right to be indemnified, the Indemnitee must notify the Corporation Company in writing as soon as practicable of any action, suit, proceeding or investigation Proceeding involving him such Indemnitee for which indemnity will or could be sought. With respect to any action, suit, proceeding or investigation 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 claimaction, suit, proceeding, or investigation, other than as provided below in this Section 45. The Indemnitee shall have the right to employ his or her own counsel in connection with such claimaction, 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 action Proceeding or (iii) the Corporation Company shall not in fact have employed counsel to assume the defense of such actionProceeding, 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 ArticleAgreement. 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 Company shall not be required to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its written consent. The Company shall not settle any Proceeding in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent. Neither the Company nor Indemnitee will unreasonably withhold or delay its consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to his right to be indemnified, the Indemnitee must notify the Corporation in writing as soon as practicable of any action, suit, proceeding or investigation involving him for which indemnity will or could be sought. With respect to any 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 claim, other than as provided below in this Section 49(d). The Indemnitee shall have the right to employ his own counsel in connection with such claim, 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 action or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such 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 ArticleSection 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.

Notification and Defense of Claim. As a condition precedent to his right to be indemnified, Promptly after receipt by Indemnitee of notice of the Indemnitee must notify the Corporation in writing as soon as practicable commencement of any action, suitsuit or proceeding, proceeding or investigation involving him for Indemnitee will, if a claim in respect thereof is to be made against the Corporation under this Agreement, notify the Corporation of the commencement thereof; but the omission so to notify the Corporation will not relieve it from any liability which indemnity will or could be soughtit may have to Indemnitee otherwise than under this Agreement. With respect to any such action, suit, suit or proceeding or investigation of as to which Indemnitee 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, to the extent that it may wish, the 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 Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume such defensethe defense thereof, 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 claim, the defense thereof other than reasonable costs of investigation or as otherwise provided below in this Section 4below. The Indemnitee shall have the right to employ his its own counsel in connection with such claimaction, 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 (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 action action, or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such 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 Article. 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 (ii) above; and (c) The Corporation shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without its prior written consent. The Corporation shall not settle any action or claim in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent. Neither the Corporation nor Indemnitee will unreasonably withhold their consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to his right to be indemnifiedWithin 60 days after actual receipt by the Director of notice of the commencement of any Proceeding, the Indemnitee must Director shall, if a claim in respect thereof may be made against the Corporation under this Agreement, notify the Corporation in writing as soon as practicable of the commencement thereof, but the omission so to notify the Corporation will not (a) relieve the Corporation from any action, suit, proceeding liability which it may have to the Director otherwise than under this Agreement; (b) relieve the Corporation from liability hereunder to the extent the Corporation receives actual notice of the Proceeding and the existence of the Director’s rights to a claim with respect thereto; or investigation involving him for which indemnity will or could be sought(c) relieve the Corporation from liability hereunder if the Corporation is not materially prejudiced by the failure to timely provide such notice. With respect to any action, suit, proceeding or investigation of which the Corporation is so notified, such Proceeding: (i) the Corporation will be entitled to participate therein at its own expense and/or expense; and (ii) subject to Section 4 hereof, and if the Director shall have provided, to the extent required by Section 33-8-530, as amended, or any successor provisions thereof, of the Corporation Law (1) a written affirmation of the Director’s good faith belief that he has met the standard of conduct described in Section 33-8-510, as amended, or any successor provision thereof, of the Corporation Law; and (2) a written undertaking, executed personally or on his behalf, to repay any advances if it is ultimately determined he did not meet the standard of conduct, the Corporation upon notice to the Director may, but is not required to, assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Indemniteethereof. After notice from the Corporation to the Indemnitee Director of its the Corporation’s 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 claim, other than as provided below in this Section 4. The Indemnitee Director shall have the right to employ his own separate counsel in such Proceeding if in the Director’s exclusive discretion such separate counsel is required. Whether or not the Director employs separate counsel, the Corporation shall continue to be liable to the Director under this Agreement for any Expenses, judgments, fines, settlements or other similar amounts incurred by the Director in connection with such claim, but Proceeding to the fees and expenses of such counsel incurred after notice from extent permitted by 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 action or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such 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 Article. 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) aboveLaw.

Notification and Defense of Claim. As a condition precedent to his right to be indemnified, the Indemnitee must notify the Corporation in writing as soon as practicable of any action, suit, proceeding or investigation involving him for which indemnity will or could be sought. With respect to any 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 claim, other than as provided below in this Section 42(d). The Indemnitee shall have the right to employ his own counsel in connection with such claim, 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 action or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such 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 ArticleSection 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.

Notification and Defense of Claim. As a condition precedent to his right to be indemnified, Not later than thirty (30) days after receipt by Indemnitee of notice of the Indemnitee must notify the Corporation in writing as soon as practicable commencement of any action, suitsuit or proceeding, proceeding or investigation involving him for Indemnitee will, if a claim in respect thereof is to be made against the Corporation under this Agreement, notify the Corporation of the commencement thereof; but the omission so to notify the Corporation will not relieve it from any liability which indemnity will or could be soughtit may have to Indemnitee otherwise than under this Agreement. With respect to any such action, suit, suit or proceeding or investigation of as to which Indemnitee 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 satisfactory to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume such defensethe defense thereof, 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 claim, other than the defense thereof except for reasonable costs of investigation or otherwise as provided below in this Section 4below. The Indemnitee shall have the right to employ his own separate counsel in connection with such claimaction, 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 expenses 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 action action, or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such action, in each of which cases the reasonable fees and expenses of Indemnitee's separate counsel for the Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Article. 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 (ii) above; and c. the Corporation shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without 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 action or claim in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee's written consent, which may be given or withheld in Indemnitee's sole discretion.

Notification and Defense of Claim. As a condition precedent to his right to be indemnified, Not later than thirty (30) days after receipt by Indemnitee of notice of the Indemnitee must notify the Corporation in writing as soon as practicable commencement of any action, suitsuit or proceeding, proceeding or investigation involving him for Indemnitee will, if a claim in respect thereof is to be made against Corporation under this Agreement, notify Corporation of the commencement thereof; but the omission so to notify Corporation will not relieve it from any liability which indemnity will or could be soughtit may have to Indemnitee otherwise than under this Agreement. With respect to any such action, suit, suit or proceeding or investigation as to which Indemnitee 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 Indemnitee. After notice from the Corporation to the Indemnitee of its election so as to assume such defensethe defense thereof, 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 claim, the defense thereof other than reasonable costs of investigation or as otherwise provided below in this Section 4below. The Indemnitee shall have the right to employ his own its counsel in connection with such claimaction, 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 (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 action or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of Indemnitee's separate counsel for the Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Article. 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 (ii) above; and (c) Corporation shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent. Corporation shall be permitted to settle any action except that it shall not settle any action or claim in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee's written consent. Neither Corporation nor Indemnitee will unreasonably withhold its consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to his an Indemnitee’s right to be indemnified, the such Indemnitee must notify the Corporation in writing as soon as practicable of any action, suit, proceeding or investigation involving him such Indemnitee for which indemnity will or could be sought. With respect to any 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 claimaction, suit, proceeding or investigation, other than as provided below in this Section 4. The Indemnitee shall have the right to employ his or her own counsel in connection with such claimaction, 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 action action, suit, proceeding or investigation or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such action, 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 ArticleArticle 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 Indemnitee under this Article EIGHTH for any amounts paid in settlement of any action, suit, proceeding or investigation effected without its written consent. The Corporation shall not settle any action, suit, proceeding or investigation in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent. Neither the Corporation nor Indemnitee will unreasonably withhold or delay its consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to his an Indemnitee’s right to be indemnified, the such Indemnitee must notify the Corporation in writing as soon as practicable of any action, suit, proceeding or investigation involving him such Indemnitee for which indemnity will or could be sought. With respect to any 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 claimaction, suit, proceeding or investigation, other than as provided below in this Section 44 of this Article Eight. The Indemnitee shall have the right to employ his or her own counsel in connection with such claimaction, 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 action action, suit, proceeding or investigation or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such action, 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 ArticleArticle 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 Indemnitee under this Article Eight for any amounts paid in settlement of any action, suit, proceeding or investigation effected without its written consent. The Corporation shall not settle any action, suit, proceeding or investigation in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent. Neither the Corporation nor Indemnitee will unreasonably withhold or delay its consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to his right to be indemnified, the The Indemnitee must shall notify the Corporation in writing as soon as practicable of any action, suit, proceeding or investigation involving him 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 to provide such notice shall not, in any way, limit the Indemnitee's rights under this Agreement. With respect to any action, suit, proceeding or investigation 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 claim, other than as provided below in this Section 4Paragraph 6. The Indemnitee shall have the right to employ his own counsel in connection with such claim, 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 action or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such 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 ArticleAgreement. 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 which would impose any penalty or limitation on Indemnitee without Indemnitee's written consent. Neither the Corporation nor the Indemnitee will unreasonably withhold 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 his the Indemnitee’s right to be indemnified, the Indemnitee must notify the Corporation Indemnitor in writing as soon as practicable of any action, suit, proceeding or investigation involving him Proceeding for which indemnity will or could be sought. With respect to any action, suit, proceeding or investigation 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 claimProceeding, other than as provided below in this Section 4Paragraph 7. The Indemnitee shall have has the right to employ engage his or her own counsel in connection with such claimProceeding, 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 action Proceeding or (iii) the Corporation shall Indemnitor has not in fact have employed engaged counsel to assume the defense of such actionProceeding, 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 ArticleAgreement. 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 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 Indemnitor shall not settle any Proceeding in any manner which would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the 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 his right to be indemnified, (a) Promptly after receipt by the Indemnitee must notify of notice of the Corporation in writing as soon as practicable commencement of any action, suit, proceeding or investigation involving him for proceeding, the Indemnitee will, if a claim in respect thereof is to be made against the Corporation under this Agreement, notify the Corporation of the commencement thereof, but the omission to so notify the Corporation will not relieve the Corporation from any liability which indemnity will or could be sought. it may have to the Indemnitee otherwise than under this Agreement. (b) With respect to any such action, suit, or proceeding or investigation of as to which the Corporation is Indemnitee so notified, notifies the Corporation: (i) the Corporation will be entitled to participate therein at its own expense and/or expense; and (ii) subject to Section 6 hereof, and if the Indemnitee shall have provided his written affirmation of his good faith belief that his conduct did not constitute behavior of the kind described in Section 2(a) hereof and that he is entitled to indemnification hereunder, the Corporation may assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Indemniteethereof. After notice from the Corporation to the Indemnitee of its election so to assume such defense, the Corporation shall corporation 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 claimthe defense thereof, other than reasonable costs of investigation or as otherwise provided below in this Section 4below. The Indemnitee shall have the right to employ his own its separate counsel in connection with such claimaction, 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 (iiii) the employment of counsel by the Indemnitee has been authorized by the Corporation, (iiv) counsel designated by the Corporation to conduct such defense shall not be reasonably satisfactory 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 action Indemnitee, or (iiiv) the Corporation shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of such counsel for the Indemnitee shall be at the expense of the Corporation. For the purposes of clause (v) above, except as otherwise expressly provided the Indemnitee shall be entitled to determine that counsel designated by the Corporation is not reasonably satisfactory if, among other reasons, the Indemnitee shall have been advised by qualified counsel that, because of actual or potential conflicts of interest in the matter between the Indemnitee, other officers or directors similarly indemnified by the Corporation, and/or the Corporation, representation of the Indemnitee by counsel designated by the Corporation is likely to materially and adversely affect the Indemnitee's interest or would not be permissible under applicable canons of legal ethics. (c) The Corporation shall not be liable to indemnify the Indemnitee under this ArticleAgreement for any amounts paid in settlement of any action or claim effected without the Corporation's written consent. The Corporation shall not be entitled, settle any action or claim in any manner which would impose any penalty or limitation on the Indemnitee without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of Indemnitee Is written consent. Neither the Corporation or as to which counsel for nor the Indemnitee shall have reasonably made the conclusion provided for in clause (ii) abovewill unreasonably withhold consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to his 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 action, suit, proceeding or investigation involving him such Indemnitee for which indemnity or advancement of expenses will or could be sought. With respect to any 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 claimaction, suit, proceeding or investigation, other than as provided below in this Section 4. The Indemnitee shall have the right to employ his or her own counsel in connection with such claimaction, 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 action action, suit, proceeding or investigation or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such action, 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 ArticleArticle 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 Indemnitee under this Article IX for any amounts paid in settlement of any action, suit, proceeding or investigation effected without its written consent. The Corporation shall not settle any action, suit, proceeding or investigation in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent. Neither the Corporation nor Indemnitee will unreasonably withhold or delay its consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to his right to be indemnified, the (a) Indemnitee must shall notify the Corporation in writing as soon as practicable of promptly upon being served with or receiving any actionsummons, suitcitation, proceeding subpoena, complaint, indictment, information, notice, request or investigation involving him for which indemnity will or could be sought. With respect other document relating to any actionProceeding which may result in the right to indemnification or the advance of Expenses hereunder; provided, suithowever, proceeding that the failure to give any such notice shall not disqualify Indemnitee from the right, or investigation otherwise affect in any manner any right of which Indemnitee, to indemnification or the advance of Expenses under this Agreement unless the Corporation’s ability to defend in such Proceeding or to obtain proceeds under any insurance policy is materially and adversely prejudiced thereby, and then only to the extent the Corporation is thereby actually so notifiedprejudiced. (b) Subject to the provisions of the last sentence of this Section 7(b) and of Section 7(c) below, the Corporation will be entitled shall have the right to participate therein at its own expense and/or defend Indemnitee in any Proceeding which may give rise to assume indemnification hereunder; provided, however, that the defense thereof at its own expense, with legal counsel reasonably acceptable Corporation shall notify Indemnitee of any such decision to the Indemniteedefend within 15 calendar days following receipt of notice of any such Proceeding under Section 7(a) above. After notice from the Corporation to the Indemnitee of its election so to assume such defensedefend the Indemnitee, the Corporation shall not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with such claimProceeding, other than as provided below in the last sentence of this Section 47(b) and in Section 7(c) below. The Corporation shall not, without the prior written consent of Indemnitee, which shall not be unreasonably withheld or delayed, consent to the entry of any judgment against Indemnitee shall have the right to employ his own counsel in connection with such claim, 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 or enter into any settlement or compromise which (i) includes an admission of fault of Indemnitee or (ii) does not include, as an unconditional term thereof, the employment full release of Indemnitee from all liability in respect of such Proceeding, which release shall be in form and substance reasonably satisfactory to Indemnitee. (c) Notwithstanding the provisions of Section 7(b) above, if in a Proceeding to which Indemnitee is a party by reason of Indemnitee’s Corporate Status, (i) Indemnitee reasonably concludes, based upon advice of counsel by the Indemnitee has been authorized approved by the Corporation, which approval shall not be unreasonably withheld, that he may have separate defenses or counterclaims to assert with respect to any issue which may not be consistent with the Corporation in such Proceeding, (ii) Indemnitee reasonably concludes, based upon advice of counsel to approved by the Indemnitee Corporation, which approval shall have reasonably concluded not be unreasonably withheld, that there may be a an actual or apparent conflict of interest or position on any significant issue potential conflict of interest exists between the Corporation Indemnitee and the Indemnitee in the conduct of the defense of such action Corporation, or (iii) if the Corporation shall not in fact have employed counsel fails to assume the defense of such actionProceeding in a timely manner, in each of which cases the fees and expenses of counsel for the Indemnitee shall be entitled to be represented by separate legal counsel of Indemnitee’s choice, subject to the prior approval of the Corporation, which shall not be unreasonably withheld, at the expense of the Corporation, except as otherwise expressly provided by this Article. 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.

Notification and Defense of Claim. As a condition precedent to his an Indemnitee's right to be indemnified, the Indemnitee such indemnitee must notify the Corporation in writing as soon as practicable of any action, suit, proceeding or investigation involving him such Indemnitee for which indemnity will or could be sought. With respect to any 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 claimaction, suit, proceeding or investigation, other than as provided below in this Section 4. The Indemnitee shall have the right to employ his or her own counsel in connection with such claimaction, 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 action action, suit, proceeding or investigation or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such action, 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 ArticleArticle 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 Indemnitee under this Article EIGHTH for any amounts paid in settlement of any action, suit, proceeding or investigation effected without its written consent. The Corporation shall not settle any action, suit, proceeding or investigation in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee's written consent. Neither the Corporation nor Indemnitee will unreasonably withhold or delay its Consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to his right to be indemnified, the Indemnitee must notify the Corporation in writing as soon as practicable after receipt by the Indemnitee of actual knowledge of any action, suitsuit or proceeding the Indemnitee will notify the Corporation thereof, proceeding if a claim in respect thereof may be or investigation involving him for which indemnity will or could be soughtis being made by the Indemnitee against the Corporation under this Agreement. With respect to any action, suit, suit or proceeding or investigation of as to which the Corporation is Indemnitee has so notified, notified the Corporation: (a) The Corporation will be entitled to participate therein at its own expense and/or to expense; and (b) Except as otherwise provided below, the Corporation may assume the defense thereof at its own expensethereof, with legal counsel reasonably acceptable satisfactory to the Indemnitee. After notice from the Corporation to notifies the Indemnitee of its election to so to assume such the defense, 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 claimthe defense, other than reasonable costs of investigation, including an investigation in connection with determining whether there exists a conflict of interest of the type described in (ii) of this paragraph, or as otherwise provided below in this Section 4paragraph. The Indemnitee shall have the right to employ his own or her counsel in connection with such claimaction, suit or proceeding but the fees and expenses of such counsel incurred after notice from the Corporation notifies the Indemnitee of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the Corporation authorizes the Indemnitee's employment of counsel by the Indemnitee has been which, following a "Change of Control", shall be effective if authorized by a majority of the Corporation"disinterested directors" (which terms are defined in Section 2(d)), although less than a quorum or majority of a quorum of the directors then in office; (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 action or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such 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 Article. 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 described in clause (ii) aboveof this paragraph. (c) The Corporation shall not be obligated to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent. The Corporation shall not settle any action or claim in any manner which would impose any penalty limitation on the Indemnitee without the Indemnitee's written consent. Neither the Corporation nor the Indemnitee shall unreasonably withhold their consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to his right to be indemnified, the Indemnitee must notify the Corporation in writing as soon as practicable of any action, suit, proceeding or investigation involving him for which indemnity will or could be sought. With respect to any 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 claim, other than as provided below in this Section 4. The Indemnitee shall have the right to employ his own counsel in connection with such claim, 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 action or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such 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 Article. 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.

Notification and Defense of Claim. As a condition precedent to his an Indemnitee’s right to be indemnified, the such Indemnitee must notify the Corporation in writing as soon as practicable of any action, suit, proceeding or investigation involving him such Indemnitee for which indemnity will or could be sought. With respect to any 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 claimaction, suit, proceeding or investigation, other than as provided below in this Section 4. The Indemnitee shall have the right to employ his or her own counsel in connection with such claimaction, 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 action action, suit, proceeding or investigation or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such action, 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 Article. 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 Indemnitee under this Article X for any amounts paid in settlement of any action, suit, proceeding or investigation effected without its written consent. The Corporation shall not settle any action, suit, proceeding or investigation in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent. Neither the Corporation nor Indemnitee will unreasonably withhold or delay its consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to his an Indemnitee’s right to be indemnified, the such Indemnitee must notify the Corporation in writing as soon as practicable of any action, suit, proceeding or investigation involving him such Indemnitee for which indemnity will or could be sought. With respect to any 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 claimaction, suit, proceeding or investigation, other than as provided below in this Section 4. The Indemnitee shall have the right to employ his or her own counsel in connection with such claimaction, 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 action action, suit, proceeding or investigation or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such action, 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 ArticleArticle 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 Indemnitee under this Article EIGHTH for any amounts paid in settlement of any action, suit, proceeding or investigation effected without its written consent. The Corporation shall not settle any action, suit, proceeding or investigation in any manner that would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent. Neither the Corporation nor Indemnitee will unreasonably withhold or delay its consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to his 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 action, suit, proceeding or investigation involving him such Indemnitee for which indemnity will or could be sought. With respect to any 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 claimaction, suit, proceeding or investigation, other than as provided below in this Section 4. The Indemnitee shall have the right to employ his or her own counsel in connection with such claimaction, 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 action action, suit, proceeding or investigation or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such action, 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 ArticleArticle 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 Indemnitee under this Article EIGHTH for any amounts paid in settlement of any action, suit, proceeding or investigation effected without its written consent. The Corporation shall not settle any action, suit, proceeding or investigation in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent. Neither the Corporation nor Indemnitee will unreasonably withhold or delay its consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to his an Indemnitee’s right to be indemnified, the such Indemnitee must notify the Corporation Company in writing as soon as practicable of any action, suit, proceeding or investigation involving him such Indemnitee for which indemnity will or could be sought. With respect to any 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 claimaction, suit, proceeding or investigation, other than as provided below in this Section 4. The Indemnitee shall have the right to employ his or her own counsel in connection with such claimaction, 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 action action, suit, proceeding or investigation or (iii) the Corporation Company shall not in fact have employed counsel to assume the defense of such action, 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 ArticleArticle 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 Company shall not be required to indemnify Indemnitee under this Article SIXTH for any amounts paid in settlement of any action, suit, proceeding or investigation effected without its written consent. The Company shall not settle any action, suit, proceeding or investigation in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent. Neither the Company nor Indemnitee will unreasonably withhold or delay its consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to his right to be indemnified, Promptly after receipt by Indemnitee of notice of the Indemnitee must notify the Corporation in writing as soon as practicable commencement of any action, suitsuit or proceeding, proceeding or investigation involving him for Indemnitee will, if a claim in respect thereof is to be made against the Corporation under this Agreement, notify the Corporation of the commencement thereof; but the omission so to notify the Corporation will not relieve it from any liability which indemnity will or could be soughtit may have to Indemnitee otherwise than under this Agreement. With respect to any such action, suit, suit or proceeding or investigation of as to which Indemnitee 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, to the extent that it may wish, the 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 Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume such defensethe defense thereof, 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 claim, the defense thereof other than reasonable costs of investigation or as otherwise provided below in this Section 4below. The Indemnitee shall have the right to employ his its own counsel in connection with such claimaction, 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 (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 action action, or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such 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 Article. 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 (ii) above.; and (c) The Corporation shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without its prior written consent. The Corporation shall not settle any action or claim in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee's

Notification and Defense of Claim. As a condition precedent to his an Indemnitee’s right to be indemnified, the such Indemnitee must notify the Corporation in writing as soon as practicable of any action, suit, proceeding or investigation involving him such Indemnitee for which indemnity will or could be sought. With respect to any 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 claimaction, suit, proceeding or investigation, other than as provided below in this Section 4. The Indemnitee shall have the right to employ his or her own counsel in connection with such claimaction, 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 action action, suit, proceeding or investigation or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such action, 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 ArticleArticle 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 Indemnitee under this Article VI for any amounts paid in settlement of any action, suit, proceeding or investigation effected without its written consent. The Corporation shall not settle any action, suit, proceeding or investigation in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent. Neither the Corporation nor Indemnitee will unreasonably withhold or delay its consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to his right to be indemnified, the (a) Indemnitee must notify shall give the Corporation notice in writing as soon as reasonably practicable of any action, suit, proceeding or investigation involving him claim made against him/her for which indemnity will or could be soughtsought under this Agreement. With In addition, Indemnitee shall, at the Corporations’ expense give the Corporation such information and cooperation as it may reasonable require and as shall be within Indemnitee’s power. Notice to the Corporation shall be directed to 21st Century Holding Company, 0000 Xxxx Xxxxxxx Xxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxxxx Xxxxx, Xxxxxxx 00000, Attention: Xxxxx X. Prygelski, Chief Financial Officer (or such other address as the Corporation shall designate in writing to Indemnitee). Notices to Indemnitee shall be directed to the address set forth below the signature of the Indemnitee on this Agreement (or such other address as the Indemnitee shall designate in writing to the Corporation). Notices shall be deemed received three (3) days after the date postmarked, if sent by prepaid certified mail, return receipt requested, properly addressed. (b) In the event the Corporation shall be obligated to pay the Expenses of Indemnitee with respect to any actiona Proceeding, suitas provided in this Agreement, proceeding or investigation the Corporation, if appropriate, shall be entitled to assume the defense of which such Proceeding, with counsel reasonably acceptable to Indemnitee, upon the Corporation is so notifieddelivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Corporation, 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 under this Agreement for any legal or other expenses fees of counsel subsequently incurred by Indemnitee with respect to the Indemnitee in connection with such claimsame Proceeding, other than as provided below in this Section 4. The that Indemnitee shall have the right to employ his Indemnitee’s own counsel in connection with such claimProceeding at Indemnitee’s own expense. Notwithstanding the above provisions of this Section 13(b), but the fees and expenses of such counsel incurred after notice from the Corporation shall not be entitled to assume the defense of a Proceeding with counsel of its assumption choosing, and all Expenses incurred by Indemnitee in defending such a Proceeding with Indemnitee’s own counsel shall be the obligation of the defense thereof shall be at the expense of the Indemnitee unless Corporation, if (i) the employment of Indemnitee’s own counsel by the Indemnitee has been previously authorized in writing by the Corporation, ; (ii) counsel to the Corporation or Indemnitee shall have reasonably concluded that there may be a conflict of interest or position position, or reasonably believes that a conflict is likely to arise, on any significant issue between the Corporation and the Indemnitee in the conduct of the defense of any such action defense; or (iii) the Corporation shall not not, in fact fact, have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of counsel for the Indemnitee shall be at the expense of the CorporationProceeding, except as otherwise expressly provided by this ArticleAgreement. The Corporation shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim Proceeding brought by or in the right of the Corporation or as to which counsel for the Corporation or Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above.

Notification and Defense of Claim. As a condition precedent to his an Indemnitee’s right to be indemnified, the such Indemnitee must notify the Corporation in writing as soon as practicable of any action, suit, proceeding or investigation involving him such Indemnitee for which indemnity will or could be sought. With respect to any 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 claimaction, suit, proceeding or investigation, other than as provided below in this Section 4. The Indemnitee shall have the right to employ his or her own counsel in connection with such claimaction, 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 action action, suit, proceeding or investigation or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such action, 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 ArticleArticle 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 Indemnitee under this Article TENTH for any amounts paid in settlement of any action, suit, proceeding or investigation effected without its written consent. The Corporation shall not settle any action, suit, proceeding or investigation in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent. Neither the Corporation nor Indemnitee will unreasonably withhold or delay its consent to any proposed settlement.

Notification and Defense of Claim. As Promptly after receipt by Indemnitee of notice of the commencement of any Proceeding, Indemnitee will, if Indemnitee believes a condition precedent to his right claim in respect thereof is to be indemnifiedmade against Corporation under this Agreement, deliver written notice to Corporation of the commencement thereof; but the omission so to notify Corporation will not relieve it from any liability which it may have to Indemnitee must notify otherwise than under this Agreement, except to the extent that such failure or delay significantly increases the liability of Corporation in writing as soon as practicable of any action, suit, proceeding or investigation involving him for which indemnity will or could be soughthereunder. With respect to any action, suit, proceeding or investigation Proceeding as to which Indemnitee 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 Indemnitee. After written notice from the Corporation to the Indemnitee of its election so to assume such defensethe defense thereof, 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 claim, the defense thereof other than reasonable costs of investigation or as otherwise provided below in this Section 4below. The Indemnitee shall have the right to employ his Indemnitee’s own counsel in connection with such claimaction, 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 (i) the employment of counsel by the Indemnitee has been authorized by the Corporation, (ii) counsel to the for Indemnitee shall have reasonably concluded provided Corporation with a written opinion of counsel stating that there may be is a likelihood that a conflict of interest or position on any significant issue exists between the Corporation and the Indemnitee in the conduct of the defense of such action defense; or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such 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 Article. The Corporation shall not be entitled, without the consent of the Indemnitee, entitled to assume the defense of any claim brought Proceeding by or in the right on behalf of the Corporation or as to which counsel for the Indemnitee shall have reasonably made provided the conclusion written counsel’s opinion provided for in clause Section 6(b)(ii) hereof; and (iic) aboveCorporation will not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding or claim effected without Corporation’s written consent. Corporation will not settle any Proceeding or claim in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent. Neither Corporation nor Indemnitee will unreasonably withhold its consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to his an Indemnitee’s right to be indemnified, the such Indemnitee must notify the Corporation in writing as soon as practicable of any action, suit, proceeding or investigation involving him such Indemnitee for which indemnity will or could be sought. With respect to any 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 claimaction, suit, proceeding or investigation, other than as provided below in this Section 4IV. The Indemnitee shall have the right to employ his or her own counsel in connection with such claimaction, 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 action action, suit, proceeding or investigation, or (iiic) the Corporation shall not in fact have employed counsel to assume the defense of such action, 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 Article. 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 Indemnitee under this Article EIGHTH for any amounts paid in settlement of any action, suit, proceeding or investigation effected without its written consent. The Corporation shall not settle any action, suit, proceeding or investigation in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent. Neither the Corporation nor Indemnitee will unreasonably withhold or delay its consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to his right to be indemnified, the Indemnitee must notify the Corporation in writing as soon as practicable of any action, suit, proceeding or investigation involving him 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. With respect to any action, suit, proceeding or investigation 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 claim, other than as provided below in this Section 4Paragraph 6. The Indemnitee shall have the right to employ his own counsel in connection with such claim, 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 action or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such 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 ArticleAgreement. 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 which would impose any penalty or limitation on Indemnitee without Indemnitee's written consent. Neither the Corporation nor the Indemnitee will unreasonably withhold their consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to his right to be indemnified, Promptly after receipt by Employee of notice of the Indemnitee must notify the Corporation in writing as soon as practicable commencement of any action, suitsuit or proceeding, proceeding or investigation involving him for Employee will, if a claim in respect thereof is to be made against Corporation under this Section VI, notify Corporation of the commencement thereof; but the omission so to notify Corporation will not relieve it from any liability which indemnity will or could be soughtit may have to Employee otherwise than under this Section VI. With respect to any such action, suit, suit or proceeding or investigation 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 V for any legal or other expenses subsequently incurred by the Indemnitee Employee in connection with such claim, the defense thereof other than reasonable costs of investigation or as otherwise provided below in this Section 4below. The Indemnitee Employee shall have the right to employ his own Corporation’s counsel in connection with such claimaction, 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 action or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such 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 Article. 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. (c) Corporation shall not be liable to indemnify Employee under this Section V for any amounts paid in settlement of any action or claims effected without its written consent. Corporation shall not settle any action or claim in any manner which would impose any penalty or limitation on Employee with Employee’s written consent. Neither Corporation nor Employee will unreasonably withhold its or his consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to his --------------------------------- right to be indemnified, the Indemnitee must notify the Corporation in writing as soon as practicable of any action, suit, proceeding or investigation involving him 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. With respect to any action, suit, proceeding or investigation 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 claim, other than as provided below in this Section 4Paragraph 7. The Indemnitee shall have the right to employ his own counsel in connection with such claim, 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 action or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such 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 ArticleAgreement. 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 which would impose any penalty or limitation on Indemnitee without Indemnitee's written consent. Neither the Corporation nor the Indemnitee will unreasonably withhold their consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to his an Indemnitee’s right to be indemnified, the such Indemnitee must notify the Corporation in writing as soon as practicable of any action, suit, proceeding or investigation involving him such Indemnitee for which indemnity will or could be sought. With respect to any 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 claimaction, suit, proceeding or investigation, other than as provided below in this Section 4. The Indemnitee shall have the right to employ his or her own counsel in connection with such claimaction, 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 action action, suit, proceeding or investigation or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such action, 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 ArticleArticle SEVENTH. 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 Indemnitee under this Article SEVENTH for any amounts paid in settlement of any action, suit, proceeding or investigation effected without its written consent. The Corporation shall not settle any action, suit, proceeding or investigation in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent. Neither the Corporation nor Indemnitee will unreasonably withhold or delay its consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to his right to be indemnified, the Indemnitee must notify the Corporation in writing as soon as practicable of any action, suit, proceeding or investigation involving him for which indemnity will or could be sought. With respect to any 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 claim, other than as provided below in this Section 4. The Indemnitee shall have the right to employ his own counsel in connection with such claim, 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 action action, or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such 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 Article. 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.

Notification and Defense of Claim. As a condition precedent to his an Indemnitee’s right to be indemnified, the such Indemnitee must notify the Corporation in writing as soon as practicable of any action, suit, proceeding or investigation involving him such Indemnitee for which indemnity will or could be sought. With respect to any 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 claimaction, suit, proceeding or investigation, other than as provided below in this Section 4. The Indemnitee shall have the right to employ his or her own counsel in connection with such claimaction, 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 action action, suit, proceeding or investigation or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such action, 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 Article. 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 Indemnitee under this Article EIGHTH for any amounts paid in settlement of any action, suit, proceeding or investigation effected without its written consent. The Corporation shall not settle any action, suit, proceeding or investigation in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent. Neither the Corporation nor Indemnitee will unreasonably withhold or delay its consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to his right to be indemnified, Not later than thirty (30) days after receipt by Indemnitee of notice of the Indemnitee must notify the Corporation in writing as soon as practicable commencement of any action, suitsuit or proceeding, proceeding or investigation involving him for Indemnitee will, if a claim in respect thereof is to be made against the Corporation under this Agreement, notify the Corporation of the commencement thereof; but the omission so to notify the Corporation will not relieve it from any liability which indemnity will or could be soughtit may have to Indemnitee otherwise than under this Agreement. With respect to any such action, suit, suit or proceeding or investigation of as to which Indemnitee 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, to the extent that it may wish, the 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 Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume such defensethe defense thereof, 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 claim, the defense thereof other than reasonable costs of investigation or as otherwise provided below in this Section 4below. The Indemnitee shall have the right to employ his own its counsel in connection with such claimaction, 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 (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 action or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of Indemnitee's separate counsel for the Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Article. 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 (ii) above; and c. the Corporation shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent. The Corporation shall be permitted to settle any action except that it shall not settle any action or claim in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee's written consent. Neither the Corporation nor Indemnitee will unreasonably withhold its consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to his right to be indemnified, Not later than thirty (30) days after receipt by Indemnitee of notice of the Indemnitee must notify the Corporation in writing as soon as practicable commencement of any action, suitsuit or proceeding, proceeding or investigation involving him for which indemnity Indemnitee will, if a claim in respect thereof is to be made against Corporation under this Agreement, notify Corporation of the commencement thereof; but the omission so to notify Corporation will or could be soughtnot relieve Corporation from any liability that it may have to Indemnitee otherwise than under this Agreement. With respect to any such action, suit, suit or proceeding or investigation as to which Indemnitee 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 expense, with legal counsel reasonably acceptable satisfactory to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so as to assume such defensethe defense thereof, 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 claim, the defense thereof other than reasonable costs of investigation or as otherwise provided below in this Section 4below. The Indemnitee shall have the right to employ his own its counsel in connection with such claimaction, 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 (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 action action, suit or proceeding or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of Indemnitee’s separate counsel for the Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Article. 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 (ii) above; (c) Corporation shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action, suit or proceeding or claim affected without its written consent. Corporation shall be permitted to settle any action, suit or proceeding except that it shall not settle any action, suit or proceeding in any manner that would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent. Neither Corporation nor Indemnitee will unreasonably withhold its consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to his right to be indemnified, the The Indemnitee must shall notify the Corporation in writing as soon as practicable of any action, suit, proceeding or investigation involving him 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 to provide such notice shall not, in any way, limit the Indemnitee's rights under this Agreement. With respect to any action, suit, proceeding or investigation 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 claim, other than as provided below in this Section 4Paragraph 7. The Indemnitee shall have the right to employ his own counsel in connection with such claim, 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 action or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such 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 ArticleAgreement. 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 which would impose any penalty or limitation on Indemnitee without Indemnitee's written consent. Neither the Corporation nor the Indemnitee will unreasonably withhold 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 his right to be indemnified, Not later than thirty (30) days after receipt by Indemnitee of notice of the Indemnitee must notify the Corporation in writing as soon as practicable commencement of any action, suitsuit or proceeding, proceeding or investigation involving him for Indemnitee will, if a claim in respect thereto is to be made against the Corporation under this Agreement, notify the Corporation of the commencement thereof; but the omission so to notify the Corporation will not relieve it from any liability which indemnity will or could be soughtit may have to Indemnitee otherwise than under this Agreement. With respect to any such action, suit, suit or proceeding or investigation of as to which Indemnitee 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 to assume expense; (b) Except as otherwise provided below, the defense thereof Corporation may, at its own expense, option and jointly with legal counsel reasonably acceptable to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so any other indemnifying party similarly notified and electing to assume such defense, assume the defense thereof, with counsel reasonably satisfactory to Indemnitee. Afternotice from the Corporation shall to Indemnitee of its election to assume the defense thereof, the Corporation 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 claim, other than the defense thereof except for reasonable costs of investigation or otherwise as provided below in this Section 4below. The Indemnitee shall have the right to employ his own separate counsel in connection with such claimaction, 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 (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 action action, or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of Indemnitee’s separate counsel for the Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Article. 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 (ii) above; and (c) The Corporation shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without 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 action or claim in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent which may be given or withheld in Indemnitee’s sole discretion.

Notification and Defense of Claim. As Not later than fifteen (15) days after receipt by Indemnitee of notice of the commencement of any Proceeding, Indemnitee will, if a condition precedent to his 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; provided, however, that the omission to notify the Corporation will not relieve the Corporation from any action, suit, proceeding or investigation involving him for liability which indemnity will or could be soughtit may have to Indemnitee otherwise than under this Agreement. With respect to any action, suit, proceeding or investigation of such Proceeding as to which Indemnitee notifies the Corporation is so notified, of the commencement thereof: 10.1 The Corporation will be entitled to participate therein at its own expense and/or expense. 10.2 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 Indemnitee. After notice from Indemnitee shall have the Corporation right to the Indemnitee of its election so to assume employ separate counsel in such defenseProceeding, but the Corporation shall not be liable to the Indemnitee under this Agreement, including Section 8 hereof, for any legal or other expenses subsequently incurred by the Indemnitee in connection with such claim, other than as provided below in this Section 4. The Indemnitee shall have the right to employ his own counsel in connection with such claim, 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 defense, unless (i) the employment of counsel by the Indemnitee has been 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 action Proceeding, or (iiiii) the Corporation shall does not in fact have employed employ counsel to assume the defense of such action, in each of which cases the fees and expenses of counsel for the Proceeding within a reasonable period. Indemnitee shall be at the expense promptly notified of the Corporation, except as otherwise expressly provided by this Articleemployment of such counsel. 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 shall have reasonably made the conclusion provided for in clause (iii) aboveabove of the other parties required by the Corporation to be represented by the same legal counsel. 10.3 If two or more person who may be entitled to indemnification from the Corporation, including the Indemnitee, are parties to any Proceeding, the Corporation may require Indemnitee to engage that same legal counsel as to the other parties. Indemnitee shall have the right to employ separate legal counsel in such Proceeding, but the Corporation shall not be liable to Indemnitee under this Agreement, including Section 8 hereof, for the fees and expenses of such counsel incurred after notice from the Corporation of the requirement to engage the same counsel as other parties, unless the Indemnitee reasonably concludes that there may be a conflict of interest between Indemnitee and any of the other parties required b the Corporation to be represented by the same legal counsel. 10.4 The Corporation shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its written consent, which consent shall not be withheld unreasonably. Indemnitee shall permit the Corporation to settle any Proceeding, the defense of which it assumes, except that the Corporation shall not be permitted to settle any action or claim in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee's written consent, which may be given or withheld in Indemnitee's sole discretion.

Notification and Defense of Claim. As a condition precedent to his right to be indemnified, the Indemnitee Executive must notify the Corporation Company in writing as soon as practicable of any action, suit, proceeding or investigation involving him Proceeding for which indemnity will or could be soughtsought by him and provide the Company with a copy of any summons, citation, subpoena, complaint, indictment, information or other document relating to such Proceeding with which he is served. With respect to any action, suit, proceeding or investigation 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 claim, other than as provided below in this Section 4Paragraph 7. The Indemnitee Executive shall have the right to employ his own counsel in connection with such claim, 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 action or (iii) the Corporation Company shall not in fact have employed counsel to assume the defense of such action, 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 ArticleAgreement. 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 Company shall not be required to indemnify Executive under this Agreement for any amounts paid in settlement of any Proceeding effected without its written consent. The Company shall not settle any Proceeding in any manner which would impose any penalty or limitation on Executive without Executive's written consent. Neither the Company nor Executive will unreasonably withhold their consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to his an Indemnitee’s right to be indemnified, the such Indemnitee must notify the Corporation corporation in writing as soon as practicable of any action, suit, proceeding or investigation involving him such Indemnitee for which indemnity will or could be sought. With respect to any 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 claimaction, suit, proceeding or investigation, other than as provided below in this Section 4. The Indemnitee shall have the right to employ his or her own counsel in connection with such claimaction, 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 action action, suit, proceeding or investigation or (iii) the Corporation corporation shall not in fact have employed counsel to assume the defense of such action, 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 ArticleArticle 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 shall not be required to indemnify Indemnitee under this Article VI for any amounts paid in settlement of any action, suit, proceeding or investigation effected without its written consent. The corporation shall not settle any action, suit, proceeding or investigation in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent. Neither the corporation nor Indemnitee will unreasonably withhold or delay its consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to his right to be indemnified, the (a) The Indemnitee must shall notify the Corporation in writing as soon as practicable of any action, suit, proceeding or investigation involving him Proceeding for which indemnity indemnification or advancement of Expenses will or could be soughtsought and provide the Corporation with a copy of any summons, citation, subpoena, complaint, indictment, information or other document relating to such Proceeding received by the Indemnitee. The failure to so notify the Corporation will not relieve the Corporation from any liability that it may have to the Indemnitee under this Agreement except to the extent the failure materially prejudices the Corporation’s rights, legal position, ability to defend or ability to obtain insurance coverage with respect to such Proceeding. With respect to any action, suit, proceeding or investigation Proceeding of which the Corporation is so notifiednotified or for which the Indemnitee may seek indemnification or advancement of Expenses, 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), approval of which counsel shall not be unreasonably withheld, delayed or conditioned. 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 Expenses subsequently incurred by the Indemnitee in connection with such claimProceeding, other than as provided below in this Section 46. The Indemnitee shall have the right to employ his or her own counsel in connection with such claimProceeding, 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 action or Proceeding, (iii) the Corporation shall not in fact have employed employed, and continued to employ, counsel to assume the defense of such actionProceeding or (iv) such Expenses are covered by Section 8(g), 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 ArticleAgreement. the Indemnitee 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. (b) 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, or include any admission or finding of guilt or fault by the Indemnitee, without the Indemnitee’s written consent. Neither the Corporation nor the Indemnitee will unreasonably withhold, delay or impose conditions on its consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to his an Indemnitee’s right to be indemnified, the such Indemnitee must notify the Corporation in writing as soon as practicable of any action, suit, proceeding or investigation involving him such Indemnitee for which indemnity will or could be sought. With respect to any 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 claimaction, suit, proceeding or investigation, other than as provided below in this Section (4). The Indemnitee shall have the right to employ his or her own counsel in connection with such claimaction, 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 action action, suit, proceeding or investigation or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such action, 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 ArticleArticle 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 Indemnitee under this Article SIXTH for any amounts paid in settlement of any action, suit, proceeding or investigation effected without its written consent. The Corporation shall not settle any action, suit, proceeding or investigation in any manner that would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent. Neither the Corporation nor Indemnitee will unreasonably withhold or delay its consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to his the Indemnitee’s right to be indemnifiedindemnified hereunder, promptly after receipt by the Indemnitee must notify of notice of any claim, or of the Corporation in writing as soon as practicable commencement of any action, suit, proceeding or investigation involving him for proceeding, the Indemnitee must, if a claim in respect thereof is to be made against the Corporation under this Agreement, notify the Corporation of such commencement; but the omission so to notify the Corporation will not relieve the Corporation from any liability which indemnity will or could be soughtit may have to the Indemnitee. With respect to any such action, suit, or proceeding or investigation of which the Corporation is so notified, the (a “Case”): (a) The Corporation will be entitled to participate therein in the Case at its own expense and/or expense; (b) Except as otherwise provided below, to the extent that it may wish, the Corporation jointly with any other indemnifying party will be entitled to assume the defense thereof at its own expenseof the Case, with legal counsel reasonably acceptable satisfactory to the Indemnitee. After notice from the Corporation to the Indemnitee of its the election so to assume such defensethe defense of the Case, 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 claim, the defense thereof other than reasonable costs of investigation or as otherwise provided below in this Section 4below. The Indemnitee shall have the right to employ his its own counsel in connection with such claimCase, 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 action action, or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such 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 Article. 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 Section 6(b)(ii); (iic) aboveThe Corporation shall not be liable to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent. The Corporation shall not settle any action or claim 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 their consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to his right to be indemnified, (a) Promptly after receipt by the Indemnitee must notify Director of notice of the Corporation in writing as soon as practicable commencement of any action, suitsuit or proceeding, proceeding or investigation involving him for the Director will, if a claim in respect thereof is to be made against the Corporation under this Agreement, notify the Corporation of the commencement thereof, but the omission to so notify the Corporation will not relieve the Corporation from any liability which indemnity will or could be sought. it may have to the Director otherwise than under this Agreement. (b) With respect to any such action, suit, suit or proceeding or investigation of as to which the Corporation is Director so notified, notifies the Corporation: (i) the Corporation will be entitled to participate therein at its own expense and/or expense; and (ii) the Corporation shall have the right to assume the defense thereof at its own expensethereof, with legal counsel reasonably acceptable provided that the Corporation may require, as a condition to such assumption, that the IndemniteeDirector provide written affirmation of his good faith belief that his conduct did not constitute behavior of the kind described in Section 3(a) hereof and that he is entitled to indemnification hereunder. After notice from the Corporation to the Indemnitee Director of its election so to assume such defense, 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 claimthe defense thereof, other than reasonable costs of investigation or as otherwise provided below in this Section 4below. The Indemnitee Director shall have the right to employ his own separate counsel in connection with such claimaction, 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 (iiii) the employment of counsel by the Indemnitee Director has been authorized by the Corporation, (iiiv) counsel designated by the Corporation to conduct such defense shall not be reasonably satisfactory 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 action Director or (iiiv) the Corporation shall not in fact have employed counsel to assume the defense of such action, action in each of which cases the fees and expenses of such counsel for the Indemnitee shall be at the expense of the Corporation. For the purposes of clause (iv) above, except as otherwise expressly provided the Director shall be entitled to determine that counsel designated by the Corporation is not reasonably satisfactory if, among other reasons, the Director shall have been advised by qualified counsel that, because of actual or potential conflicts of interest in the matter between the Director, other officers or directors similarly indemnified by the Corporation, and/or the Corporation, representation of the Director by counsel designated by the Corporation is likely to materially and adversely affect the Director’s interest or would not be permissible under applicable canons of legal ethics. (c) The Corporation shall not be liable to indemnify the Director under this ArticleAgreement for any amounts paid in settlement of any action or claim effected without the Corporation’s written consent. The Corporation shall not be entitled, settle any action or claim in any manner which would impose any penalty or limitation on the Director without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of Director’s written consent. Neither the Corporation or as nor the Director will unreasonably withhold consent to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii) aboveany proposed settlement.

Notification and Defense of Claim. As a condition precedent to his right to be indemnified, Promptly after receipt by Indemnitee of notice of the Indemnitee must notify the Corporation in writing as soon as practicable commencement of any action, suitsuit or proceeding that may constitute a Claim under this Agreement, proceeding Indemnitee will, if a claim for indemnification or investigation involving him for which indemnity will or could advance of Expenses in respect thereof is to be soughtmade against Finish Line under this Agreement, notify Finish Line of the commencement thereof. With respect After that notification to any action, suit, proceeding or investigation of which the Corporation is so notified, the Corporation Finish Line: (a) Finish Line will be entitled to participate therein in the defense of the action, suit or proceeding at its own expense and/or expense; (b) Unless Indemnitee shall have reasonably concluded that there may be a conflict of interest between Finish Line and the Indemnitee in the conduct of the defense of the action, Finish Line will be entitled to assume the defense thereof at its own expenseof such action, suit or proceeding for Indemnitee, with legal counsel reasonably acceptable satisfactory 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 claim, other than as provided below in this Section 4. The ; (c) Indemnitee shall have the right to employ his own counsel in connection with such claimthe action, suit or proceeding, but the fees and expenses of such his or her counsel incurred after notice from the Corporation Finish Line 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 Corporationauthorized, (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 action Indemnitee is not permitted to be undertaken, by Finish Line, or (iiiB) the Corporation Finish Line shall not in fact have employed counsel to assume Indemnitee’s defense; (d) Finish Line shall not be liable to indemnify the defense Indemnitee under this Agreement for any amounts paid by the Indemnitee, without the written consent of Finish Line (which consent shall not unreasonably be withheld), in settlement of such 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 Article. The Corporation suit or proceeding or any claim therein; (e) Finish Line shall not be entitledliable to indemnify the Indemnitee under this Agreement for any amounts paid by the Indemnitee arising out of or in connection with an accounting of profits made from the purchase or sale by Indemnitee of securities of Finish Line within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of any state law; and (f) Finish Line shall not, without the written consent of the IndemniteeIndemnitee (which consent shall not unreasonably be withheld), to assume the defense of settle any such action, suit or proceeding or any claim brought by therein in any manner that would impose any penalty, liability or in limitation on, or otherwise be materially adverse to the right of the Corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii) aboveinterests of, Indemnitee.

Notification and Defense of Claim. As a condition precedent to his right to be indemnified, Promptly after --------------------------------- receipt by Indemnitee of notice of the Indemnitee must notify the Corporation in writing as soon as practicable commencement of any action, suitsuit or proceeding, proceeding or investigation involving him for Indemnitee will, if a claim in respect thereof is to be made against the Corporation under this Agreement, notify the Corporation of the commencement thereof; but the omission so to notify the Corporation will not relieve it from any liability which indemnity will or could be soughtit may have to Indemnitee otherwise than under this Agreement. With respect to any such action, suit, suit or proceeding or investigation of as to which Indemnitee 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, to the extent that it may wish, the 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 Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume such defensethe defense thereof, 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 claim, the defense thereof other than reasonable costs of investigation or as otherwise provided below in this Section 4below. The Indemnitee shall have the right to employ his its own counsel in connection with such claimaction, 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 (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 action action, or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such 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 Article. 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 (ii) above; and (c) The Corporation shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without its prior written consent. The Corporation shall not settle any action or claim in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee's written consent. Neither the Corporation nor Indemnitee will unreasonably withhold their consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to --------------------------------- his right to be indemnified, the Indemnitee must notify the Corporation in writing as soon as practicable of any action, suit, proceeding or investigation involving him 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. With respect to any action, suit, proceeding or investigation 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 claim, other than as provided below in this Section 4Paragraph 7. The Indemnitee shall have the right to employ his own counsel in connection with such claim, 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 action or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such 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 ArticleAgreement. 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 which would impose any penalty or limitation on Indemnitee without Indemnitee's written consent. Neither the Corporation nor the Indemnitee will unreasonably withhold their consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to his right to be indemnified, Promptly after receipt by the Indemnitee must notify Officer of notice of the Corporation in writing as soon as practicable commencement of any action, suitsuit or proceeding, proceeding the Officer will, if a claim in respect thereof is to be made against the Corporation under this Agreement, notify the Corporation of the commencement thereof; but the omission so to notify the Corporation will not relieve it from any liability which it may have to the Officer otherwise than under this Agreement or investigation involving him for from any liability which indemnity will or could be soughtis not directly related to the failure of the Officer promptly to so notify the Corporation. With respect to any such action, suit, suit or proceeding or investigation of as to which the Officer 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; and, (b) Except as otherwise provided below, to the extent that it may wish, the 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 IndemniteeOfficer. After notice from the Corporation to the Indemnitee Officer of its election so to assume such defensethe defense thereof, the Corporation shall will not be liable to the Indemnitee Officer under this Agreement for any legal or other expenses subsequently incurred by the Indemnitee Officer in connection with such claim, the defense thereof other than reasonable costs of investigation or as otherwise provided below in this Section 4below. The Indemnitee Officer shall have the right to employ his own the Officer's counsel in connection with such claimaction, 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 Officer unless (i) the employment of counsel by the Indemnitee Officer has been authorized by the Corporation, Corporation (ii) counsel to the Indemnitee Officer shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation and the Indemnitee Officer in the conduct of the defense of such action or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such 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 Article. The Corporation shall not be entitled, without the consent of the Indemnitee, entitled to assume continue the defense of any claim action, suit or proceeding properly brought by or in the right on behalf of the Corporation or as to which counsel for the Indemnitee Officer shall have reasonably made the conclusion provided for in clause (ii) above. (c) The Corporation shall not be required to indemnify the Officer under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent. The Corporation shall not settle any action or claim in any manner which would impose any penalty or limitation on the Officer without the Officer's written consent. Neither the Corporation nor the Officer will unreasonably withhold its or his or her consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to his the Indemnitee’s right to be indemnified, the Indemnitee must notify the Corporation in writing as soon as practicable of any action, suit, proceeding or investigation involving him Proceeding for which indemnity will or could be sought; but the omission so to notify the Corporation will not relieve it from any liability that it may have to Indemnitee if such omission does not actually prejudice the Corporation’s rights and, if such omission does prejudice the Corporation’s rights, it will relieve the Corporation from liability only to the extent of such prejudice; nor will such omission relieve the Corporation from any liability which it may have to Indemnitee otherwise than under this Agreement. With respect to any action, suit, proceeding or investigation 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 claimProceeding, other than as provided below in this Section 47. The Corporation shall only have the right to assume the defense of any Proceeding if it acknowledges in writing that the Indemnitee is entitled to indemnification hereunder with respect thereto, which acknowledgement shall be subject to any subsequent determination pursuant to Section 9 of this Agreement that Indemnitee is not entitled to such indemnification. The Indemnitee shall have the right to employ his or her own counsel in connection with such claimProceeding, 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 action Proceeding or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such actionProceeding, 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 ArticleAgreement, 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 his an Indemnitee’s right to be indemnified, the such Indemnitee must notify the Corporation Company in writing as soon as practicable of any action, suit, proceeding or investigation involving him such Indemnitee for which indemnity will or could be sought. With respect to any 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 claimaction, suit, proceeding or investigation, other than as provided below in this Section 4Subsection (d). The Indemnitee shall have the right to employ his or her own counsel in connection with such claimaction, 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 action action, suit, proceeding or investigation or (iii) the Corporation Company shall not in fact have employed counsel to assume the defense of such action, 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 ArticleSection. 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 Company shall not be required to indemnify Indemnitee under this Section 10 for any amounts paid in settlement of any action, suit, proceeding or investigation effected without its written consent. The Company shall not settle any action, suit, proceeding or investigation in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent. Neither the Company nor Indemnitee will unreasonably withhold or delay its consent to any proposed settlement.

Notification and Defense of Claim. As Not later than 20 days after receipt by Indemnitee of a condition precedent to his right to be indemnified, first notice of a claim or the Indemnitee must notify the Corporation in writing as soon as practicable commencement of any action, suitsuit or proceeding, proceeding or investigation involving him for which indemnity he shall, if an indemnification claim is to be made under this Agreement, notify the Corporation of the matter and shall deliver to the Corporation a written application to indemnify Indemnitee in accordance with this Agreement; provided, however, that the omission to promptly notify the Corporation will or could be soughtnot relieve it from any liability except to the extent that it was prejudiced thereby. With respect to any action, suit, proceeding or investigation of which indemnification: (a) the Corporation is so notifiedshall defend and may control the defense at its own expense; (b) except as otherwise provided below, the Corporation will be entitled to participate therein at its own expense and/or to shall assume the defense thereof at its own expense, with legal counsel reasonably acceptable satisfactory 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 claim, other than as provided below in this Section 4. The Indemnitee shall have the right to employ separate counsel in such matter at his own counsel in connection with such claim, 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 concluded, and so notified the Corporation, that there may be a is an actual conflict of interest or position on any significant issue between the Corporation and the Indemnitee in the conduct of the defense of such action or (iii) the Corporation shall not in fact have seasonably employed counsel to assume the defense of such action, in each of which cases the fees and expenses of Indemnitee’s separate counsel for the Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Article. 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 (ii) above; and (c) the Corporation shall not be liable to indemnify Indemnitee for any amounts paid in settlement of any action or claim effected without its prior written consent, which shall not be unreasonably withheld. The Corporation shall be permitted to settle any action except that it shall not settle any action or claim in any manner which would impose any penalty or limitation on Indemnitee without his written consent, which may be given or withheld in his reasonable discretion.

Notification and Defense of Claim. As a condition precedent to his an Indemnitee’s right to be indemnified, the such Indemnitee must notify the Corporation in writing as soon as practicable of any action, suit, proceeding or investigation involving him such Indemnitee for which indemnity will or could be sought. With respect to any 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 claimaction, suit, proceeding or investigation, other than as provided below in this Section 4. The Indemnitee shall have the right to employ his or her own counsel in connection with such claimaction, 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 action action, suit, proceeding or investigation or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such action, 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 ArticleArticle 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 Indemnitee under this Article NINTH for any amounts paid in settlement of any action, suit, proceeding or investigation effected without its written consent. The Corporation shall not settle any action, suit, proceeding or investigation in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent. Neither the Corporation nor Indemnitee will unreasonably withhold or delay its consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to his --------------------------------- right to be indemnified, the Indemnitee must notify the Corporation in writing as soon as practicable of any action, suit, proceeding or investigation involving him 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. With respect to any action, suit, proceeding or investigation 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 claim, other than as provided below in this Section 4Paragraph 7. The Indemnitee shall have the right to employ his own counsel in connection with such claim, 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 action or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such 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 ArticleAgreement. 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.

Notification and Defense of Claim. As a condition precedent to his right to be indemnified, the Indemnitee must notify the Corporation in writing as soon as practicable of any action, suit, proceeding or investigation involving him for which indemnity will or could be sought. With respect to any 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 claim, other than as provided below in this Section 4(5). The Indemnitee shall have the right to employ his own counsel in connection with such claim, 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 action or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such 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 ArticleARTICLE 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.

Notification and Defense of Claim. As a condition precedent to his the Indemnitee’s right to be indemnified, the Indemnitee must notify the Corporation in writing as soon as practicable of any action, suit, proceeding or investigation involving him Proceeding for which indemnity will or could be sought. With respect to any action, suit, proceeding or investigation 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 claimProceeding, other than as provided below in this Section 4Paragraph 6. The Indemnitee shall have the right to employ his or her own counsel in connection with such claimProceeding, 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 action Proceeding or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such actionProceeding, 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 Article. 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, the Corporation’s By-Laws, or otherwise for any amounts paid in settlement of any Proceeding 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 obligation on the Indemnitee other than to pay money or to comply with the Indemnitee’s lawful obligations. Neither the Corporation nor the Indemnitee shall unreasonably withhold, condition or delay their consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to his Indemnitee’s right to be indemnified, the Indemnitee must notify the Corporation in writing as soon as practicable of any action, suit, proceeding or investigation involving him for which indemnity will or could be sought. With respect to any 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 claimproceeding, other than as provided below in this Section 46. The Indemnitee shall have the right to employ his or her own counsel in connection with such claimproceeding, 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 action Proceeding or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such actionproceeding, 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 ArticleAgreement. 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 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 Indemnitee without Indemnitee’s written consent. Neither the Corporation nor Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to his right to be indemnified, the Indemnitee must notify the Corporation in writing as soon as practicable of any action, suit, proceeding or investigation involving him for which indemnity will or could be sought. With respect to any 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 claim, other than as provided below in this Section 48. The Indemnitee shall have the right to employ his own counsel in connection with such claim, 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 action or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such 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 Article. 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.

Notification and Defense of Claim. As a condition precedent to his the Indemnitee's right to be indemnified, the Indemnitee must notify the Corporation in writing as soon as practicable of any action, suit, proceeding or investigation involving him Proceeding for which indemnity indemnification will or could be sought; provided, however, that the failure to provide such notice to the Corporation shall not relieve the Corporation of any liability which it may have to the Indemnitee except to the extent the Corporation is actually prejudiced by such failure. With respect to any action, suit, proceeding or investigation 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 claimProceeding, other than as provided below in this Section 47. The Indemnitee shall have the right to employ his or her own counsel in connection with such claimProceeding, 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 action Proceeding or (iiic) the Corporation shall not in fact have employed counsel to assume the defense of such actionProceeding, 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 ArticleAgreement. 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 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. As a condition precedent to his his/her right to be indemnified, the Indemnitee must notify the Corporation in writing as soon as practicable of any action, suit, proceeding or investigation involving him 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/she is served. With respect to any action, suit, proceeding or investigation 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 claim, other than as provided below in this Section 4Paragraph 7. The Indemnitee shall have the right to employ his his/her own counsel in connection with such claim, 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 action or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such 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 ArticleAgreement. 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.

Notification and Defense of Claim. As a condition precedent to his an Indemnitee’s right to be indemnified, the such Indemnitee must notify the Corporation in writing as soon as practicable of any action, suit, proceeding or investigation involving him such Indemnitee for which indemnity will or could be sought unless the Corporation has confirmed to the Indemnitee that it is aware of such action, suit, proceeding or investigation and that indemnity will or could be sought. With respect to any 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 claimaction, suit, proceeding or investigation, other than as provided below in this Section 44 of this Article SEVENTH. The Indemnitee shall have the right to employ his or her own counsel in connection with such claimaction, 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 action action, suit, proceeding or investigation or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such action, 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 ArticleArticle SEVENTH. 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 Indemnitee under this Article SEVENTH for any amounts paid in settlement of any action, suit, proceeding or investigation effected without its written consent. The Corporation shall not settle any action, suit, proceeding or investigation in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent. Neither the Corporation nor Indemnitee will unreasonably withhold or delay its consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to his right to be indemnified, (a) Promptly after receipt by the Indemnitee must notify Officer of notice of the Corporation in writing as soon as practicable commencement of any action, suitsuit or proceeding, proceeding or investigation involving him for the Officer will, if a claim in respect thereof is to be made against the Corporation under this Agreement, notify the Corporation of the commencement thereof, but the omission to so notify the Corporation will not relieve the Corporation from any liability which indemnity will or could be sought. it may have to the Officer otherwise than under this Agreement. (b) With respect to any such action, suit, suit or proceeding or investigation of as to which the Corporation is Officer so notified, notifies the Corporation: (i) the Corporation will be entitled to participate therein at its own expense and/or expense; and (ii) the Corporation shall have the right to assume the defense thereof at its own expensethereof, with legal counsel reasonably acceptable provided that the Corporation may require, as a condition to such assumption, that the IndemniteeOfficer provide written affirmation of his or her good faith belief that his or her conduct did not constitute behavior of the kind described in Section 2(a) hereof and that he or she is entitled to indemnification hereunder. After notice from the Corporation to the Indemnitee Officer of its election so to assume such defense, the Corporation shall will not be liable to the Indemnitee Officer under this Agreement for any legal or other expenses subsequently incurred by the Indemnitee Officer in connection with such claimthe defense thereof, other than reasonable costs of investigation or as otherwise provided below in this Section 4below. The Indemnitee Officer shall have the right to employ his own separate counsel in connection with such claimaction, 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 Officer unless (iiii) the employment of counsel by the Indemnitee Officer has been authorized by the Corporation, (iiiv) counsel designated by the Corporation to conduct such defense shall not be reasonably satisfactory 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 action Officer or (iiiv) the Corporation shall not in fact have employed counsel to assume the defense of such action, action in each of which cases the fees and expenses of such counsel for the Indemnitee shall be at the expense of the Corporation. For the purposes of clause (iv) above, except as otherwise expressly provided the Officer shall be entitled to determine that counsel designated by the Corporation is not reasonably satisfactory if, among other reasons, the Officer shall have been advised by qualified counsel that, because of actual or potential conflicts of interest in the matter between the Officer, other officers or directors similarly indemnified by the Corporation, and/or the Corporation, representation of the Officer by counsel designated by the Corporation is likely to materially and adversely affect the Officer’s interest or would not be permissible under applicable canons of legal ethics. (c) The Corporation shall not be liable to indemnify the Officer under this ArticleAgreement for any amounts paid in settlement of any action or claim effected without the Corporation’s written consent. The Corporation shall not be entitled, settle any action or claim in any manner which would impose any penalty or limitation on the Officer without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of Officer’s written consent. Neither the Corporation or as nor the Officer will unreasonably withhold consent to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii) aboveany proposed settlement.

Notification and Defense of Claim. As a condition precedent Consultant agrees promptly to his right to be indemnified, the Indemnitee must notify the Corporation in writing as soon as practicable of upon being served with any actionsummons, suitcitation, subpoena, complaint, indictment, information, or other document relating to any proceeding or investigation involving him for which indemnity will matter that may be subject to indemnification or could be soughtadvancement of Expenses covered under this Agreement. With respect to any action, suit, proceeding or investigation of which the Corporation is so notified, the such matter: (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 jointly with any other indemnifying party may assume the defense thereof at its own expensethereof, with legal counsel reasonably acceptable satisfactory to the IndemniteeConsultant. After notice from the Corporation to the Indemnitee Consultant of its election so to assume such defensethe defense thereof, the Corporation shall will not be liable to the Indemnitee Consultant for any legal or other expenses subsequently incurred by the Indemnitee Consultant in connection with such claim, the defense thereof other than reasonable costs of investigation or as otherwise provided below in this Section 4below. The Indemnitee Consultant shall have the right to employ his own counsel in connection with such claimaction, 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 Consultant unless (i) the employment of counsel by the Indemnitee Consultant has been authorized by the Corporation, (ii) counsel to the Indemnitee Consultant shall have reasonably concluded that there may be a material conflict of interest or position on any significant issue between the Corporation and the Indemnitee Consultant in the conduct of the defense of such action action, or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of counsel for the Indemnitee shall be at the expense of borne by the Corporation, except as otherwise expressly provided by this Article. 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 Consultant shall have reasonably made the conclusion determination provided for in clause (ii) above. In the event Consultant makes the determination (ii) above, Consultant shall select counsel to defend said interests. (c) The Corporation shall not be obligated to indemnify Consultant under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent. The Corporation shall not settle any action or claim in any manner which would impose any penalty or limitation on Consultant without Consultant’s written consent. Neither the Corporation nor Consultant will unreasonably withhold its or his consent to any settlement proposed by the other of any matter for which indemnity is provided hereunder.

Notification and Defense of Claim. As a condition precedent to his right to be indemnified, Not later than thirty (30) days after receipt by Indemnitee of notice of the Indemnitee must notify the Corporation in writing as soon as practicable commencement of any action, suitsuit or proceeding, proceeding or investigation involving him for Indemnitee will, if a claim in respect thereof is to be made against the Corporation under this Agreement, notify the Corporation of the commencement thereof; but the omission so to notify the Corporation will not relieve it from any liability which indemnity will or could be soughtit may have to Indemnitee otherwise than under this Agreement. With respect to any such action, suit, suit or proceeding or investigation of as to which Indemnitee 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 satisfactory to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume such defensethe defense thereof, 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 claim, other than the defense thereof except for reasonable costs of investigation or otherwise as provided below in this Section 4below. The Indemnitee shall have the right to employ his own separate counsel in connection with such claimaction, 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 (i) the employment of counsel by the Indemnitee has been authorized by the Corporation, (ii) counsel to the Indemnitee shall have reasonably concluded concluded, and so notified the Corporation, that there may be is a conflict of interest or position on any significant issue between the Corporation and the Indemnitee in the conduct of the defense of such action or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of Indemnitee's separate counsel for the Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Article. 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 (ii) above.; and (C) the Corporation shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without 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 action or claim in any manner which would impose

Notification and Defense of Claim. As a condition precedent to his the Indemnitee's right to be indemnified, the Indemnitee must notify the Corporation in writing as soon as practicable of any action, suit, proceeding or investigation involving him Proceeding for which indemnity will or could be sought. With respect to any action, suit, proceeding or investigation 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 claimProceeding, other than as provided below in this Section 4Paragraph 7. The Indemnitee shall have the right to employ his or her own counsel in connection with such claimProceeding, 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 action Proceeding or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such actionProceeding, 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 ArticleAgreement. 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 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. As a condition precedent to his right to be indemnified, Promptly after receipt by the Indemnitee must notify Director of notice of the Corporation in writing as soon as practicable commencement of any action, suitsuit or proceeding, proceeding the Director will, if a claim in respect thereof is to be made against the Corporation under this Agreement, notify the Corporation of the commencement thereof; but the omission so to notify the Corporation will not relieve it from any liability which it may have to the Director otherwise than under this Agreement or investigation involving him for from any liability which indemnity will or could be soughtis not directly related to the failure of the Director promptly to so notify the Corporation. With respect to any such action, suit, suit or proceeding or investigation of as to which the Director 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; and, (b) Except as otherwise provided below, to the extent that it may wish, the 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 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 claim, the defense thereof other than reasonable costs of investigation or as otherwise provided below in this Section 4below. The Indemnitee Director shall have the right to employ his own the Director's counsel in connection with such claimaction, 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, 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 action or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such 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 Article. The Corporation shall not be entitled, without the consent of the Indemnitee, entitled to assume continue the defense of any claim action, suit or proceeding properly 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. (c) The Corporation shall not be required to indemnify the Director under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent. The Corporation shall not settle any action or claim in any manner which would impose any penalty or limitation on the Director without the Director's written consent. Neither the Corporation nor the Director will unreasonably withhold its or his or her consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to his an Indemnitee’s right to be indemnified, the such Indemnitee must notify the Corporation in writing as soon as practicable of any action, suit, proceeding or investigation involving him such Indemnitee for which indemnity will or could be sought. With respect to any 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 claimaction, suit, proceeding or investigation, other than as provided below in this Article Seven, Section 4. The Indemnitee shall have the right to employ his or her own counsel in connection with such claimaction, 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 action action, suit, proceeding or investigation or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such action, 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 ArticleArticle 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 Indemnitee under this Article Seven for any amounts paid in settlement of any action, suit, proceeding or investigation effected without its written consent. The Corporation shall not settle any action, suit, proceeding or investigation in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent. Neither the Corporation nor Indemnitee will unreasonably withhold or delay its consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to his right to be indemnified, the Indemnitee Executive must notify the Corporation Company in writing as soon as practicable of any action, suit, proceeding or investigation involving him Proceeding for which indemnity will or could be soughtsought by him and provide the Company with a copy of any summons, citation, subpoena, complaint, indictment, information or other document relating to such Proceeding with which he is served. With respect to any action, suit, proceeding or investigation 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 claim, other than as provided below in this Section 4Paragraph 7. The Indemnitee Executive shall have the right to employ his own counsel in connection with such claim, 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 action or (iii) the Corporation Company shall not in fact have employed counsel to assume the defense of such action, 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 ArticleAgreement. 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 Company shall not be required to indemnify Executive under this Agreement for any amounts paid in settlement of any Proceeding effected without its written consent. The Company shall not settle any Proceeding in any manner which would impose any penalty or limitation on Executive without Executive’s written consent. Neither the Company nor Executive will unreasonably withhold their consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to his right to be indemnified, Within 30 days after Indemnitee receives any notice of the Indemnitee must notify the Corporation in writing as soon as practicable commencement of any action, suit, or proceeding, Indemnitee will notify the Corporation 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 liability it may have to Indemnitee (a) under authority other than this Agreement or (b) except to the extent that the Corporation is actually prejudiced with respect to such action, suit or proceeding or investigation involving him for which indemnity will or could be soughtas a result of such failure of notification. With respect to any action, suit, suit or proceeding or investigation 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 claimthe defense of the action, other than reasonable costs of investigation or as otherwise provided below in this Section 4below. The Indemnitee shall have the right to may employ his own its counsel in connection such action (and the Corporation shall cause its counsel to cooperate reasonably with such claim, 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 action or (iii) the Corporation shall has not in fact have employed counsel to assume the defense of such action, 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 Article. 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 is permitted to settle any action except that it may not settle any action or claim in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee's written consent. Neither the Corporation nor Indemnitee will unreasonably withhold its consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to his Indemnitee’s right to be indemnified, the Indemnitee must agrees to notify the Corporation in writing as soon as reasonably practicable of any action, suit, proceeding or investigation involving him 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, however, that the failure to give such notice shall not relieve the Corporation of its obligations to Indemnitee under this Agreement, except to the extent, if any, that the Corporation is actually prejudiced by the failure to give such notice. With respect to any action, suit, proceeding or investigation 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 claimProceeding, other than as provided below in this Section 4Paragraph 6. The Indemnitee shall have the right to employ his Indemnitee’s own counsel in connection with such claimProceeding, 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 action Proceeding or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such actionProceeding, 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 ArticleAgreement. 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 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 Indemnitee without Indemnitee’s written consent. Neither the Corporation nor the Indemnitee will unreasonably withhold its consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to his the Indemnitee's right to be indemnified, the Indemnitee must notify the Corporation in writing as soon as practicable of any action, suit, proceeding or investigation involving him Proceeding for which indemnity indemnification will or could be sought; provided, however, that the failure to provide such notice to the Corporation shall not relieve the Corporation of any liability which it may have to the Indemnitee except to the extent the Corporation is actually prejudiced by such failure. With respect to any action, suit, proceeding or investigation 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 claimProceeding, other than as provided below in this Section 47. The Indemnitee shall have the right to employ his or her own counsel in connection with such claimProceeding, 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 action Proceeding or (iiic) the Corporation shall not in fact have employed counsel to assume the defense of such actionProceeding, 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 ArticleAgreement. 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 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 his the Indemnitee's right to be indemnified, the Indemnitee must notify the Corporation in writing as soon as practicable of any action, suit, proceeding or investigation involving him Proceeding for which indemnity will or could be sought. With respect to any action, suit, proceeding or investigation 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 claimProceeding, other than as provided below in this Section 46. The Indemnitee shall have the right to employ his or her own counsel in connection with such claimProceeding, 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 action Proceeding or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such actionProceeding, 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 ArticleAgreement, 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. (b) 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 his right to be indemnified, the Indemnitee must notify the Corporation in writing as soon as practicable of any action, suit, proceeding or investigation involving him for which indemnity will or could be sought. With respect to any 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 claim, other than as provided below in this Section 4. D. The Indemnitee shall have the right to employ his own counsel in connection with such claim, 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 action or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such 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 Article. 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.

Notification and Defense of Claim. As Not later than fifteen (15) days after receipt by Indemnitee of notice of the commencement of any Proceeding, Indemnitee will, if a condition precedent to his 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; provided, however, that the omission to notify the Corporation will not relieve the Corporation from any action, suit, proceeding or investigation involving him for liability which indemnity will or could be soughtit may have to Indemnitee otherwise than under this Agreement. With respect to any action, suit, proceeding or investigation of such Proceeding as to which Indemnitee notifies the Corporation is so notified, of the commencement thereof: 10.1 The Corporation will be entitled to participate therein at its own expense and/or expense. 10.2 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 Indemnitee. After notice from Indemnitee shall have the Corporation right to the Indemnitee of its election so to assume employ separate counsel in such defenseProceeding, but the Corporation shall not be liable to the Indemnitee under this Agreement, including Section 8 hereof, for any legal or other expenses subsequently incurred by the Indemnitee in connection with such claim, other than as provided below in this Section 4. The Indemnitee shall have the right to employ his own counsel in connection with such claim, 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 defense, unless (i) the employment of counsel by the Indemnitee has been 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 action Proceeding, or (iiiii) the Corporation shall does not in fact have employed employ counsel to assume the defense of such action, in each of which cases the fees and expenses of counsel for the Proceeding within a reasonable period. Indemnitee shall be at the expense promptly notified of the Corporation, except as otherwise expressly provided by this Articleemployment of such counsel. 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 shall have reasonably made the conclusion provided for in clause (iii) aboveabove of the other parties required by the Corporation to be represented by the same legal counsel. 10.3 If two or more person who may be entitled to indemnification from the Corporation, including the Indemnitee, are parties to any Proceeding, the Corporation may require Indemnitee to engage that same legal counsel as to the other parties. Indemnitee shall have the right to employ separate legal counsel in such Proceeding, but the Corporation shall not be liable to Indemnitee under this Agreement, including Section 8 hereof, for the fees and expenses of such counsel incurred after notice from the Corporation of the requirement to engage the same counsel as other parties, unless the Indemnitee reasonably concludes that there may be a conflict of interest between Indemnitee and any of the other parties required b the Corporation to be represented by the same legal counsel. 10.4 The Corporation shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its written consent, which consent shall not be withheld unreasonably. Indemnitee shall permit the Corporation to settle any Proceeding, the defense of which it assumes, except that the Corporation shall not be permitted to settle any action or claim in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent, which may be given or withheld in Indemnitee’s sole discretion.

Notification and Defense of Claim. As a condition precedent to his an Indemnitee’s right to be indemnified, the such Indemnitee must notify the Corporation in writing as soon as practicable of any action, suit, proceeding or investigation involving him such Indemnitee for which indemnity will or could be sought. With respect to any 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 claimaction, suit, proceeding or investigation, other than as provided below in this Section 4. The Indemnitee shall have the right to employ his or her own counsel in connection with such claimaction, 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 action action, suit, proceeding or investigation or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such action, 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 ArticleArticle 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 Indemnitee under this Article VII for any amounts paid in settlement of any action, suit, proceeding or investigation effected without its written consent. The Corporation shall not settle any action, suit, proceeding or investigation in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent. Neither the Corporation nor Indemnitee will unreasonably withhold or delay its consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to his an Indemnitee’s right to be indemnified, the such Indemnitee must notify the Corporation in writing as soon as practicable of any action, suit, proceeding or investigation involving him such Indemnitee for which indemnity will or could be sought unless the Corporation has confirmed to the Indemnitee that it is aware of such action, suit, proceeding or investigation and that indemnity will or could be sought. With respect to any 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 claimaction, suit, proceeding or investigation, other than as provided below in this Section 4. The Indemnitee shall have the right to employ his or her own counsel in connection with such claimaction, 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 action action, suit, proceeding or investigation or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such action, 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 ArticleArticle 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 Indemnitee under this Article EIGHTH for any amounts paid in settlement of any action, suit, proceeding or investigation effected without its written consent. The Corporation shall not settle any action, suit, proceeding or investigation in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent. Neither the Corporation nor Indemnitee will unreasonably withhold or delay its consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to his right to be indemnified, Promptly after receipt by Indemnitee of notice of the Indemnitee must notify the Corporation in writing as soon as practicable commencement of any action, suitsuit or proceeding that may constitute a Claim under this Agreement, proceeding Indemnitee will, if a claim for indemnification or investigation involving him for which indemnity will or could advance of Expenses in respect thereof is to be soughtmade against Finish Line under this Agreement, notify Finish Line of the commencement thereof. With respect After that notification to any action, suit, proceeding or investigation of which the Corporation is so notified, the Corporation Finish Line: a) Finish Line will be entitled to participate therein in the defense of the action, suit or proceeding at its own expense and/or expense; b) Unless Indemnitee shall have reasonably concluded that there may be a conflict of interest between Finish Line and the Indemnitee in the conduct of the defense of the action, Finish Line will be entitled to assume the defense thereof at its own expenseof such action, suit or proceeding for Indemnitee, with legal counsel reasonably acceptable satisfactory 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 claim, other than as provided below in this Section 4. The ; c) Indemnitee shall have the right to employ his Indemnitee’s own counsel in connection with such claimthe action, suit or proceeding, but the fees and expenses of such counsel same incurred after notice from the Corporation Finish Line 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 Corporationauthorized, (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 action Indemnitee is not permitted to be undertaken, by Finish Line, or (iiiB) the Corporation Finish Line shall not in fact have employed counsel to assume Indemnitee’s defense; d) Finish Line shall not be liable to indemnify the defense Indemnitee under this Agreement for any amounts paid by the Indemnitee, without the written consent of Finish Line (which consent shall not unreasonably be withheld), in settlement of such 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 Article. The Corporation suit or proceeding or any claim therein; e) Finish Line shall not be entitledliable to indemnify the Indemnitee under this Agreement for any amounts paid by the Indemnitee arising out of or in connection with an accounting of profits made from the purchase or sale by Indemnitee of securities of Finish Line within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of any state law; and f) Finish Line shall not, without the consent of the IndemniteeIndemnitee (which consent shall not unreasonably be withheld), to assume the defense of settle any such action, suit or proceeding or any claim brought by therein in any manner that would impose any penalty, liability or in limitation on, or otherwise be materially adverse to the right of the Corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii) aboveinterests of, Indemnitee.

Notification and Defense of Claim. As a condition precedent to his right to be indemnified, Not later than thirty (30) days after receipt by Director of notice of the Indemnitee must notify the Corporation in writing as soon as practicable commencement of any action, suitsuit or proceeding, proceeding or investigation involving him for which indemnity will or could Director will, if a claim in respect thereof is to be soughtmade against CER under this Agreement, notify CER of the commencement thereof. With respect to any such action, suit, suit or proceeding or investigation as to which Director notifies CER of which the Corporation is so notified, the Corporation commencement thereof: (a) CER will be entitled to participate therein at its own expense and/or to assume the defense thereof expense; (b) except as otherwise provided below, CER may, at its own expense, option and jointly with legal counsel reasonably acceptable to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so any other indemnifying party similarly notified and electing to assume such defense, assume the Corporation shall defense thereof, with counsel reasonably satisfactory to Director. After notice from CER to Director of its election to assume the defense thereof, CER 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 claim, other than the defense thereof except for reasonable costs of investigation or otherwise as provided below in this Section 4below. The Indemnitee Director shall have the right to employ his own separate counsel in connection with such claimaction, suit or proceeding but the fees and expenses of such counsel incurred after notice from the Corporation CER 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 CorporationCER, (ii) counsel to the Indemnitee Director shall have reasonably concluded concluded, and CER has agreed, that there may be a is an actual conflict of interest or position on any significant issue between the Corporation CER and the Indemnitee Director in the conduct of the defense of such action action, or (iii) the Corporation CER shall not in fact have employed counsel to assume the defense of such action, 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 ArticleCER. The Corporation CER 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 CER or as to which counsel for the Indemnitee Director and CER shall have reasonably made the conclusion provided for in clause (ii) above; and (c) CER shall not be liable to indemnify Director under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent, which shall not be unreasonably withheld. CER shall be permitted to settle any action except that it shall not settle any action or claim in any manner which would impose any penalty or limitation on Director without Director’s written consent, which may be given or withheld in Director’s sole discretion.

Notification and Defense of Claim. As a condition precedent The Indemnitee shall give to his right to be indemnified, the Indemnitee must notify the Corporation notice in writing as soon as practicable of any action, suit, proceeding claim made against him or investigation involving him her for which indemnity will or could be soughtsought under this Agreement. Notice to the Corporation shall be directed to Xxxxxxx & Co., 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, attention: General Counsel (or such other address as the Corporation shall designate in writing to the Indemnitee). Failure of the Indemnitee to give such notice shall not relieve the Corporation of its obligations hereunder, except to the extent the Corporation is actually damaged as a result thereof. With respect to any action, suit, proceeding or investigation a Proceeding of which the Corporation is so notified, : (a) the Corporation will be entitled to participate therein at its own expense and/or expense; and (b) except as otherwise provided below in this Section 5, the Corporation 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 to so to assume such defense, the Corporation shall not be liable to the Indemnitee under this Agreement for any legal or other expenses subsequently incurred by the Indemnitee in connection with such claimProceeding, other than reasonable costs of investigation or as otherwise provided below in this Section 45 or in Section 6(c) or Section 7.4. The Indemnitee shall have the right to employ his or her own counsel in connection with such claim, 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 CorporationCorporation in writing, (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 action action, or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such 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 ArticleAgreement. 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 shall have reasonably made the conclusion provided for in clause (ii) above.

Notification and Defense of Claim. As a condition precedent to his right indemnification under this Agreement, not later than 30 days after receipt by the Indemnitee of notice of the commencement of any Proceeding the Indemnitee shall, if a claim in respect of the Proceeding 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 of the Proceeding. The failure to properly notify the Corporation shall not relieve the Corporation from any action, suit, proceeding or investigation involving him for liability which indemnity will or could be soughtit may have to the Indemnitee otherwise than under this Agreement. With respect to any action, suit, proceeding or investigation of Proceeding as to which the Corporation is Indemnitee so notified, notifies the Corporation will of the commencement: (a) The Corporation shall be entitled to participate therein at its own expense and/or to assume in the defense thereof Proceeding at its own expense; (b) Except as otherwise provided in this Section 13, the Corporation may, at its option and jointly with any other indemnifying party similarly notified and electing to assume such defense, assume the defense of the Proceeding, with legal counsel reasonably acceptable satisfactory to the Indemnitee. After notice from The Indemnitee shall have the Corporation right to use separate legal counsel in the Indemnitee of its election so to assume such defenseProceeding, but the Corporation shall not be liable to the Indemnitee under this Agreement, including Section 9 above, for any legal or other expenses subsequently incurred by the Indemnitee in connection with such claim, other than as provided below in this Section 4. The Indemnitee shall have the right to employ his own counsel in connection with such claim, but the fees and expenses of such separate legal counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee defense, unless (i) the Indemnitee’s employment of its own legal counsel by the Indemnitee has been 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 action the Proceeding, or (iii) the Corporation shall does not in fact have employed use legal counsel to assume the defense of such 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 ArticleProceeding. 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 shall have reasonably has made the conclusion provided for in clause (ii) above; (c) Indemnitee shall provide the Corporation such information and cooperation in connection with the Proceeding as may be reasonably appropriate; (d) If two or more persons who may be entitled to indemnification from the Corporation, including the Indemnitee, are parties to any Proceeding, the Corporation may require the Indemnitee to use the same legal counsel as the other parties. The Indemnitee shall have the right to use separate legal counsel in the Proceeding, but the Corporation shall not be liable to the Indemnitee under this Agreement, including Section 9 above, for the fees and expenses of separate legal counsel incurred after notice from the Corporation of the requirement to use the same legal counsel as the other parties, unless the Indemnitee reasonably concludes that there may be a conflict of interest between the Indemnitee and any of the other parties required by the Corporation to be represented by the same legal counsel; and (e) The Corporation shall not be liable to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its written consent, which shall not be unreasonably withheld. The Indemnitee shall permit the Corporation to settle any Proceeding that the Corporation assumes the defense of, except that the Corporation shall not settle any action or claim in any manner that would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent.

Notification and Defense of Claim. As a condition precedent to his an Indemnitee’s right to be indemnifiedindemnified under this Article, the such Indemnitee must notify the Corporation in writing as soon as practicable of any action, suit, proceeding or investigation involving him such Indemnitee for which indemnity will or could be sought. With respect to any 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 claimaction, suit, proceeding or investigation, other than as provided below in this Section 4. The Indemnitee shall have the right to employ his or her own counsel in connection with such claimaction, 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 action action, suit, proceeding or investigation or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such action, 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 Article. 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 Indemnitee under this Article for any amounts paid in settlement of any action, suit, proceeding or investigation effected without its written consent. The Corporation shall not settle any action, suit, proceeding or investigation in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent. Neither the Corporation nor Indemnitee will unreasonably withhold or delay its consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to his right to be indemnified, the Indemnitee must notify the Corporation corporation in writing as soon as practicable of any action, suit, proceeding or investigation involving him for which indemnity will or could be sought. With respect to any 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 claim, other than as provided below in this Section 43. The Indemnitee shall have the right to employ his own counsel in connection with such claim, 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 action or (iii) the Corporation corporation shall not in fact have employed counsel to assume the defense of such action, 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 Article. 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.clause

Notification and Defense of Claim. As a condition precedent to his right to be indemnified, Promptly after receipt by Indemnitee of notice of the Indemnitee must notify the Corporation in writing as soon as practicable commencement of any action, suitsuit or proceeding, proceeding or investigation involving him for Indemnitee will, if a claim in respect thereof is to be made against the Corporation under this Agreement, notify the Corporation of the commencement thereof; but the omission so to notify the Corporation will not relieve it from any liability which indemnity will or could be soughtit may have to Indemnitee otherwise than under this Agreement. With respect to any such action, suit, suit or proceeding or investigation of as to which Indemnitee 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, to the extent that it may wish, the 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 Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume such defensethe defense thereof, 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 claim, the defense thereof other than reasonable costs of investigation or as otherwise provided below in this Section 4below. The Indemnitee shall have the right to employ his his/her own counsel in connection with such claimaction, 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 (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 action action, or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such 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 Article. 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 (ii) above; and (c) The Corporation shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without its prior written consent. The Corporation shall not settle any action or claim in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent. Neither the Corporation nor Indemnitee will unreasonably withhold their consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to his right to be indemnified, the Indemnitee must notify the Corporation in writing as soon as practicable of any action, suit, proceeding or investigation involving him 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. With respect to any action, suit, proceeding or investigation 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 claim, other than as provided below in this Section 4Paragraph 5. The Indemnitee shall have the right to employ his own counsel in connection with such claim, 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 action action, or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such 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 ArticleAgreement. 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.

Notification and Defense of Claim. As a condition precedent to his an Indemnitee’s right to be indemnified, the such Indemnitee must notify the Corporation in writing as soon as practicable of any action, suit, proceeding or investigation involving him such Indemnitee for which indemnity will or could be sought. With respect to any 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 claimaction, suit, proceeding or investigation, other than as provided below in this Section 4paragraph (d). The Indemnitee shall have the right to employ his or her own counsel in connection with such claimaction, 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 action action, suit, proceeding or investigation or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such action, 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 ArticleArticle 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 Indemnitee under this Article VIII for any amounts paid in settlement of any action, suit, proceeding or investigation effected without its written consent. The Corporation shall not settle any action, suit, proceeding or investigation in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent. Neither the Corporation nor Indemnitee will unreasonably withhold or delay its consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to his right to be indemnified, Promptly after receipt by --------------------------------- Employee of notice of the Indemnitee must notify the Corporation in writing as soon as practicable commencement of any action, suitsuit or proceeding, proceeding or investigation involving him for Employee will, if a claim in respect thereof is to be made against Corporation under this Section VI, notify corporation of the commencement thereof; but the omission so to notify Corporation will not relieve it from any liability which indemnity will or could be soughtit may have to Employee otherwise than under this Section VI. With respect to any such action, suit, suit or proceeding or investigation 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 claim, the defense thereof other than reasonable costs of investigation or as otherwise provided below in this Section 4below. The Indemnitee Employee shall have the right to employ his own Corporation's counsel in connection with such claimaction, 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 action or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such 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 Article. 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. (c) Corporation shall not be liable to indemnify Employee under this Section VI for any amounts paid in settlement of any action or claim effected without its written consent. Corporation shall not settle any action or claim in any manner which would impose any penalty or limitation on Employee with Employee's written consent. Neither Corporation nor Employee will unreasonably withhold its or his consent to any proposed settlement.

Notification and Defense of Claim. As a condition precedent to his the Indemnitee’s right to be indemnified, the Indemnitee must notify the Corporation in writing as soon as practicable of any action, suit, proceeding or investigation involving him Proceeding for which indemnity will or could be sought. With respect to any action, suit, proceeding or investigation 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 claimProceeding, other than as provided below in this Section 4Paragraph 7. The Indemnitee shall have the right to employ his own counsel in connection with such claimProceeding, 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 action Proceeding or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such actionProceeding, 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 ArticleAgreement. 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 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. As a condition precedent to his right to be indemnified, Not later than thirty (30) days after receipt by Indemnitee of notice of the Indemnitee must notify the Corporation in writing as soon as practicable commencement of any action, suitsuit or proceeding, proceeding or investigation involving him for which indemnity Indemnitee will, if a claim in respect thereof is to be made against Corporation under this Agreement, notify Corporation of the commencement thereof; but the omission so to notify Corporation will or could be soughtnot relieve Corporation from any liability that it may have to Indemnitee otherwise than under this Agreement. With respect to any such action, suit, suit or proceeding or investigation as to which Indemnitee 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 expense, with legal counsel reasonably acceptable satisfactory to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so as to assume such defensethe defense thereof, 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 claim, the defense thereof other than reasonable costs of investigation or as otherwise provided below in this Section 4below. The Indemnitee shall have the right to employ his own its counsel in connection with such claimaction, 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 (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 action action, suit or proceeding or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of Indemnitee’s separate counsel for the Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Article. 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 (ii) above; (c) Corporation shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action, suit or proceeding or claim effected without its written consent. Corporation shall be permitted to settle any action, suit or proceeding except that it shall not settle any action, suit or proceeding in any manner that would impose damages that will not be paid or covered by the Company or proceeds of insurance provided by the Company, or any penalty or limitation without Indemnitee’s written consent. Neither Corporation nor Indemnitee will unreasonably withhold its consent to any proposed settlement.