Common use of Reviewing Party following Change of Control Clause in Contracts

Reviewing Party following Change of Control. Notwithstanding Section 2(b)(ii) above, upon and following a Change of Control (as defined in Section 8 below) (other than a Change of Control which has been approved by a majority of the Corporation’s Board of Directors who were directors immediately prior to such Change of Control) the rights of Indemnitee to indemnification or advancement of expenses under this Agreement shall be determined by an Independent Counsel. Such Independent Counsel, among other things, shall render its written opinion to the Corporation’s Board of Directors and Indemnitee as to whether and to what extent Indemnitee would be permitted to be indemnified under applicable law and the Corporation agrees to abide by such opinion. The Corporation agrees to pay the reasonable fees of the Independent Counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. Notwithstanding any other provision of this Agreement, the Corporation shall not be required to pay the fees and expenses of more than one Independent Counsel in connection with all matters concerning a single Indemnitee, and such Independent Counsel shall be the Independent Counsel for any or all other Indemnitees, if any, unless (i) the employment of separate counsel by one or more Indemnitees has been previously authorized by the Corporation in writing, or (ii) an Indemnitee shall have provided to the Corporation a written statement that such Indemnitee has reasonably concluded that there may be a conflict of interest between such Indemnitee and the other Indemnitees with respect to the matters arising under this Agreement.

Reviewing Party following Change of Control. Notwithstanding Section 2(b)(ii) above, upon and following a Change of Control (as defined in Section 8 below) (other than a Change of Control which has been approved by a majority of the Corporation’s Company's Board of Directors who were directors immediately prior to such Change of Control) the rights of Indemnitee to indemnification or advancement of expenses under this Agreement shall be determined by an Independent Counsel. Such Independent Counsel, among other things, shall render its written opinion to the Corporation’s Company's Board of Directors and Indemnitee as to whether and to what extent Indemnitee would be permitted to be indemnified under applicable law and the Corporation Company agrees to abide by such opinion. The Corporation Company agrees to pay the reasonable fees of the Independent Counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys’ ' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. Notwithstanding any other provision of this Agreement, the Corporation Company shall not be required to pay the fees and expenses of more than one Independent Counsel in connection with all matters concerning a single Indemnitee, and such Independent Counsel shall be the Independent Counsel for any or all other Indemnitees, if any, unless (i) the employment of separate counsel by one or more Indemnitees has been previously authorized by the Corporation Company in writing, or (ii) an Indemnitee shall have provided to the Corporation Company a written statement that such Indemnitee has reasonably concluded that there may be a conflict of interest between such Indemnitee and the other Indemnitees with respect to the matters arising under this Agreement.

Reviewing Party following Change of Control. Notwithstanding Section 2(b)(ii) above, upon and following a Change of Control (as defined in Section 8 below) (other than a Change of Control which has been approved by a majority of the CorporationCompany’s Board of Directors who were directors immediately prior to such Change of Control) the rights of Indemnitee to indemnification or advancement of expenses under this Agreement shall be determined by an Independent Counsel. Such Independent Counsel, among other things, shall render its written opinion to the CorporationCompany’s Board of Directors and Indemnitee as to whether and to what extent Indemnitee would be permitted to be indemnified under applicable law and the Corporation Company agrees to abide by such opinion. The Corporation Company agrees to pay the reasonable fees of the Independent Counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. Notwithstanding any other provision of this Agreement, the Corporation Company shall not be required to pay the fees and expenses of more than one Independent Counsel in connection with all matters concerning a single Indemnitee, and such Independent Counsel shall be the Independent Counsel for any or all other Indemnitees, if any, unless (i) the employment of separate counsel by one or more Indemnitees has been previously authorized by the Corporation Company in writing, or (ii) an Indemnitee shall have provided to the Corporation Company a written statement that such Indemnitee has reasonably concluded that there may be a conflict of interest between such Indemnitee and the other Indemnitees with respect to the matters arising under this Agreement.