Common use of Participation by the Company Clause in Contracts

Participation by the Company. With respect to any Proceeding: (a) the Company will be entitled to participate therein at its own expense; (b) except as otherwise provided below, to the extent that it may wish, the Company (jointly with any other indemnifying party similarly notified) will be entitled to assume the defense thereof, with counsel reasonably satisfactory to Indemnitee; and (c) the Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent, which consent shall not be unreasonably withheld. After receipt of notice from the Company to Indemnitee of the Company’s election to assume the defense thereof, the Company will not be liable to Indemnitee under this Agreement for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof other than as otherwise provided below. Indemnitee shall have the right to employ his own counsel in such action, suit, proceeding or investigation but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee unless the employment of counsel by Indemnitee has been authorized by the Company, or Indemnitee shall have reasonably concluded that there is a conflict of interest between the Company and Indemnitee in the conduct of the defense of such action, or the 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 employed by Indemnitee shall be subject to indemnification pursuant to the terms of this Agreement. The Company shall not be entitled to assume the defense of any Proceeding brought in the name of or on behalf of the Company or as to which Indemnitee shall have reasonably concluded that there is a conflict of interest between the Company and Indemnitee in the conduct of the defense of such action. The Company shall not settle any action or claim in any manner which would impose any limitation or un-indemnified penalty on Indemnitee without Indemnitee’s written consent, which consent shall not be unreasonably withheld.

Participation by the Company. With respect to any Proceedingsuch claim, action, suit, proceeding or investigation as to which an Indemnitee notifies the Company of the commencement thereof: (a) the Company will be entitled to participate therein at its own expense; (b) except as otherwise provided below, to the extent that it may wish, the Company (jointly with any other indemnifying party similarly notified) will be entitled to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee; and (c) the Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent, which consent shall not be unreasonably withheld. After receipt of notice from the Company to the Indemnitee of the Company’s election so to assume the defense thereof, the Company will not be liable to the Indemnitee under this Agreement Article 14 for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. The Indemnitee shall have the right to employ his own counsel in such action, suit, proceeding or investigation but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Company, or (ii) the Indemnitee shall have reasonably concluded that there is a conflict of interest between the Company and the Indemnitee in the conduct of the defense of such action, action or (iii) the 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 employed by the Indemnitee shall be subject to indemnification pursuant to the terms of this AgreementArticle 14. The Company shall not be entitled to assume the defense of any Proceeding action, suit, proceeding or investigation brought in the name of or on behalf of the Company or as to which the Indemnitee shall have reasonably concluded that there is a conflict of interest between made the conclusion provided for in (ii) above; and (c) the Company and shall not be liable to indemnify an Indemnitee under this Article 14 for any amounts paid in the conduct settlement of the defense of such actionany action or claim effected without its written consent, which consent shall not be unreasonably withheld. The Company shall not settle any action or claim in any manner which that would impose any limitation or un-indemnified unindemnified penalty on an Indemnitee without that Indemnitee’s written consent, which consent shall not be unreasonably withheld.

Participation by the Company. With respect to any Proceeding: such Proceeding as to which the Indemnitee notifies the Company of the commencement thereof, (a) the Company will be entitled to participate therein at its own expense; expense and (b) except as otherwise provided below, to the extent that it may wish, the Company (jointly with any other indemnifying party similarly notified) will be entitled to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee; and (c) the Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent, which consent shall not be unreasonably withheld. After receipt of notice from the Company to the Indemnitee of the Company’s election so to assume the defense thereof, the Company will not be liable to the Indemnitee under this Agreement for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. The Indemnitee shall have the right to employ his own counsel in such actionProceeding, suit, proceeding or investigation but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Company, or (ii) the Indemnitee shall have reasonably concluded that there is a conflict of interest between the Company and the Indemnitee in the conduct of the defense of such action, action or (iii) the 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 employed by the Indemnitee shall be subject to indemnification pursuant to the terms of this Agreement. The ; provided that the Company shall not be entitled to assume the defense of any Proceeding brought in the name of or on behalf of the Company or as to which the Indemnitee shall have reasonably concluded that there is a conflict made the conclusion provided for in clause (ii) of interest between this sentence. The Company shall not be liable to indemnify the Company and Indemnitee under this Agreement for any amounts paid in the conduct settlement of the defense of such actionany action or claim effected without its written consent, which consent shall not be unreasonably withheld. The Company shall not settle any action or claim in any manner which that would impose any limitation or un-indemnified unindemnified penalty on the Indemnitee without the Indemnitee’s written consent, which consent shall not be unreasonably withheld.

Participation by the Company. With respect to any Proceeding: such Action as to which Indemnitee notifies the Company of the commencement thereof: (a) the Company will be entitled to participate therein at its own expense; ; (b) except Except as otherwise provided below, to the extent that it may wish, the Company (jointly with any other indemnifying party similarly notified) will be entitled to assume the defense thereof, with counsel reasonably satisfactory to Indemnitee; and (c) the Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent, which consent shall not be unreasonably withheld. After receipt of notice from the Company to Indemnitee of the Company’s 's election so to assume the defense thereof, the Company will not be liable to Indemnitee under this Agreement for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ his own counsel in such action, suit, proceeding or investigation Action but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee unless unless: (i) the employment of counsel by Indemnitee has been authorized by the Company, or (ii) Indemnitee shall have reasonably concluded that there is may be a conflict of interest between the Company and Indemnitee in the conduct of the defense of such actionAction, or (iii) the Company shall not in fact have employed counsel to assume the defense of such actionAction, in each of which cases the fees and expenses of counsel employed by Indemnitee shall be subject to indemnification pursuant to the terms of this Agreement. The Company shall not be entitled to assume the defense of any Proceeding Action brought in the name of or on behalf of the Company or as to which Indemnitee shall have reasonably concluded that there is a conflict made the conclusion provided for in (ii) above; and (c) The Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of interest between the Company and Indemnitee in the conduct of the defense of such actionany Action effected without its written consent, which consent shall not be unreasonably withheld. The Company shall not settle any action or claim Action in any manner which would impose any penalty or limitation or un-indemnified penalty on Indemnitee without Indemnitee’s 's written consent, which consent shall not be unreasonably withheld.

Participation by the Company. With (a) The Indemnitee agrees promptly to notify the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification or advancement of Expenses covered hereunder; provided, however, that it shall be agreed and understood that any failure or delay in notifying the Company will not relieve the Company of the obligation to indemnify the Indemnitee under this Agreement. (b) Notwithstanding any other provision of this Agreement, with respect to any Proceeding: such Proceeding as to which the Indemnitee notifies the Company of: (ai) the The Company will be entitled to participate therein at its own expense; and (bii) except Except as otherwise provided below, to the extent that it may wishin this Article 16(b), the Company (Company, jointly with any other indemnifying party similarly notified) will , shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee; and (c) the Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent, which consent shall not be unreasonably withheld. After receipt of notice from the Company to the Indemnitee of the Company’s its election so to assume the defense thereof, the Company will shall not be liable to the Indemnitee under this Agreement for any legal or other expenses Expenses subsequently incurred by the Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. The Indemnitee shall have the right to employ his its own counsel in such actionProceeding, suit, proceeding or investigation but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (x) the employment of counsel by the Indemnitee has been authorized in writing by the Company, or (y) the Indemnitee shall have reasonably concluded that there is may be a conflict of interest between the Company and the Indemnitee in the conduct of the defense of such action, action or (z) the Company shall not in fact have employed counsel to assume the defense of such the action, in each of which cases the fees and expenses of the Indemnitee’s counsel employed by Indemnitee shall be subject to indemnification pursuant to at the terms expense of this Agreementthe Company. The Company shall not be entitled to assume the defense of any Proceeding brought in the name of by or on behalf of the Company or as to which the Indemnitee shall have reasonably concluded that there is a conflict made the conclusion provided for in (y) above. (c) The Company shall not be liable to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of interest between the Company and Indemnitee in the conduct of the defense of such actionany Proceeding effected without its written consent. The Company shall not settle any action or claim Proceeding in any manner which that would impose any penalty or limitation on or un-indemnified penalty on disclosure obligation with respect to the Indemnitee without such Indemnitee’s written consent. Neither the Company nor the Indemnitee will unreasonably withhold its consent to any proposed settlement. (d) Irrespective of which party to this agreement participates in a Proceeding, which consent shall not be unreasonably withheldboth the Company and the Indemnitee undertake to cooperate and to provide each other with all information reasonably necessary in order to defend any claims against the Indemnitee.

Participation by the Company. With (a) The Indemnitee agrees promptly to notify the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification or advancement of Expenses covered hereunder; provided, however, that it shall be agreed and understood that any failure or delay in notifying the Company will not relieve the Company of the obligation to indemnify the Indemnitee under this Agreement. (b) Notwithstanding any other provision of this Agreement, with respect to any Proceeding: such Proceeding as to which the Indemnitee notifies the Company of: (ai) the The Company will be entitled to participate therein at its own expense; and (bii) except Except as otherwise provided below, to the extent that it may wishin this Section 15(b), the Company (Company, jointly with any other indemnifying party similarly notified) will , shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee; and (c) the Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent, which consent shall not be unreasonably withheld. After receipt of notice from the Company to the Indemnitee of the Company’s its election so to assume the defense thereof, the Company will shall not be liable to the Indemnitee under this Agreement for any legal or other expenses Expenses subsequently incurred by the Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. The Indemnitee shall have the right to employ his its own counsel in such actionProceeding, suit, proceeding or investigation but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (x) the employment of counsel by the Indemnitee has been authorized in writing by the Company, or (y) the Indemnitee shall have reasonably concluded that there is may be a conflict of interest between the Company and the Indemnitee in the conduct of the defense of such action, action or (z) the Company shall not in fact have employed counsel to assume the defense of such the action, in each of which cases the fees and expenses of the Indemnitee’s counsel employed by Indemnitee shall be subject to indemnification pursuant to at the terms expense of this Agreementthe Company. The Company shall not be entitled to assume the defense of any Proceeding brought in the name of by or on behalf of the Company or as to which the Indemnitee shall have reasonably concluded that there is a conflict made the conclusion provided for in (y) above. (c) The Company shall not be liable to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of interest between the Company and Indemnitee in the conduct of the defense of such actionany Proceeding effected without its written consent. The Company shall not settle any action or claim Proceeding in any manner which that would impose any penalty or limitation on or un-indemnified penalty on disclosure obligation with respect to the Indemnitee without such Indemnitee’s written consent. Neither the Company nor the Indemnitee will unreasonably withhold its consent to any proposed settlement. (d) Irrespective of which party to this agreement participates in a Proceeding, which consent shall not be unreasonably withheldboth the Company and the Indemnitee undertake to cooperate and to provide each other with all information reasonably necessary in order to defend any claims against the Indemnitee.

Participation by the Company. Section 7.1. Participation by the Company. With respect to any Proceeding: (a) such Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate therein at its own expense; (b) expense and, except as otherwise provided below, to the extent that it may wish, the Company (jointly with any other indemnifying party similarly notified) will be entitled to assume the defense thereof, with counsel reasonably satisfactory to Indemnitee; and (c) the Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent, which consent shall not be unreasonably withheld. After receipt of notice from the Company to Indemnitee of the Company’s 's election so to assume the defense thereof, the Company will not be liable to Indemnitee under this Agreement for any legal or other expenses Expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation, Expenses incurred in being or preparing to be a witness or in assisting, at the request of the Company, with the defense, and as otherwise provided below. At the request of the Company, Indemnitee agrees to use his reasonable efforts to assist in such defense. Indemnitee shall have the right to employ his own counsel in such action, suit, proceeding or investigation Proceeding but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee unless (i) the employment of counsel by Indemnitee has been authorized by the Company, or (ii) Indemnitee shall have reasonably concluded that there is a conflict of interest between the Company and Indemnitee in the conduct of the defense of such action, action or (iii) the 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 employed by Indemnitee shall be subject to indemnification pursuant to the terms of this Agreement. The Company shall not be entitled to assume the defense of any Proceeding brought in the name of or on behalf of the Company or as to which Indemnitee shall have reasonably concluded that there is a conflict of interest between made the Company and Indemnitee conclusion provided for in the conduct of the defense of such action. The Company shall not settle any action or claim in any manner which would impose any limitation or un-indemnified penalty on Indemnitee without Indemnitee’s written consent, which consent shall not be unreasonably withheld(ii) above.