Common use of Selection of Counsel Clause in Contracts

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof to pay the expenses of any proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that (i) Indemnitee shall have the right to employ counsel in any such proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof to pay the expenses of any proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that (i) Indemnitee shall have the right to employ counsel in any such proceeding at Indemnitee’s 's expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated -------------------- under Section 3(a) hereof to pay the expenses of any proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that (i) Indemnitee shall have the right to employ counsel in any such proceeding at Indemnitee’s 's expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof hereunder to pay the expenses Expenses of any proceeding against IndemniteeClaim, the Company, if appropriate, Company shall be entitled to assume the defense of such proceeding, Claim with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceedingClaim; provided that, provided that (i) Indemnitee shall have the right to employ Indemnitee's counsel in any such proceeding Claim at Indemnitee’s expense; 's expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingClaim, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim against Indemnitee without the consent of the Indemnitee.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof to pay the expenses of any proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee, upon the delivery to Indemnitee of written notice of its election so to dodo so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that (i) Indemnitee shall have the right to employ his counsel in any such proceeding at Indemnitee’s 's expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) 2.01 hereof to pay the expenses of any proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that (ia) Indemnitee shall have the right to employ his or her counsel in any such proceeding at Indemnitee’s 's expense; and (iib) if (Ai) the employment of counsel by Indemnitee has been previously authorized by the Company, (Bii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (Ciii) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a2(a) hereof to pay the expenses of any proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee, upon the delivery to Indemnitee of written notice of its election so to dodo so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that (i) Indemnitee shall have the right to employ his counsel in any such proceeding at Indemnitee’s 's expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof to pay the expenses of any proceeding proceedings against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that (i) Indemnitee shall have the right to employ separate counsel in any such proceeding at Indemnitee’s 's expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof hereunder to pay the expenses Expenses of any proceeding against IndemniteeClaim, the Company, if appropriate, Company shall be entitled to assume the defense of such proceedingClaim, with counsel approved by Indemnitee, the Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of written notice of its election so to dodo so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, Claim; provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such proceeding Claim at Indemnitee’s expense; expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingClaim, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof to pay the expenses of any proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that (i) Indemnitee shall have the right to employ counsel in any such proceeding at Indemnitee’s 's expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof hereunder to pay the expenses Expenses of any proceeding against IndemniteeClaim, the Company, if appropriate, Company shall be entitled to assume the defense of such proceeding, Claim with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceedingClaim; provided that, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such proceeding Claim at Indemnitee’s expense; expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingClaim, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim against Indemnitee without the consent of the Indemnitee.

Selection of Counsel. In the event If the Company shall be obligated under Section 3(a) hereof hereunder to pay the expenses Expenses of any proceeding against IndemniteeClaim, the Company, if appropriate, Company shall be entitled to assume the defense of such proceeding, Claim with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with in respect to of the same proceedingClaim; provided, provided however, that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such proceeding Claim at Indemnitee’s expense; Indemnitee expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingClaim, then the fees and expenses of Indemnitee’s Indemnitee counsel shall be at the expense of the Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim against Indemnitee without the consent of the Indemnitee.

Selection of Counsel. In the event If the Company shall be obligated under Section 3(a) 3 or 4 hereof to pay the expenses of indemnify Indemnitee or advance Expenses to Indemnitee in connection with any proceeding against IndemniteeAction, the Company, if appropriate, Company shall be entitled to assume the defense of such proceedingAction, with counsel approved by Indemnitee, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceedingAction, provided that (ia) Indemnitee shall have the right to employ separate counsel in any such proceeding Action at Indemnitee’s expense; and (iib) if (Ai) the employment of counsel by Indemnitee has been previously authorized by the Company, (Bii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (Ciii) the Company shall not, in fact, have employed counsel to assume the defense of such proceedingAction, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be -------------------- obligated under Section 3(a) 3.1 hereof to pay the expenses of any proceeding against Indemnitee, the Company, if appropriate, Company shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that (ia) Indemnitee shall have the right to employ separate counsel in any such proceeding at Indemnitee’s 's expense; and (iib) if (Ai) the employment of counsel by Indemnitee has been previously authorized by the Company, (Bii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (Ciii) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the CompanyCompany (subject to the provisions of this Agreement).

Selection of Counsel. In the event the Company shall be obligated under Section 3(a2(a) hereof to pay the expenses of any proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee, upon the delivery to Indemnitee of written notice of its election so to dodo so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that (i) Indemnitee shall have the right to employ his counsel in any such proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof to pay the expenses of any proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee, upon the delivery to Indemnitee of written notice of its election so to dodo so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that (i) Indemnitee shall have the right to employ his counsel in any such proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company.

Selection of Counsel. In the event the The Company shall be obligated under Section 3(a) hereof to pay the expenses of any proceeding against Indemnitee, the Company, if appropriate, shall be entitled to may assume the defense of such proceeding, any claim or proceeding for which indemnification is sought by the Indemnitee with counsel approved by Indemnitee, upon provided that Indemnitee may not unreasonably withhold approval, so long as the delivery to Company notifies the Indemnitee of written Company's election within a reasonable time of receiving notice of its election so to dothe claim or proceeding. After delivery If the Indemnitee approves exercise of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company's rights hereunder, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that that: (i) Indemnitee shall have the right to employ his or her own counsel in any such proceeding at Indemnitee’s 's expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of paid by the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof hereunder to pay the expenses Expenses of any proceeding against IndemniteeClaim, the Company, if appropriate, Company shall be entitled to assume the defense of such proceedingClaim, with counsel reasonably approved by the applicable Indemnitee, upon the delivery to such Indemnitee of written notice of its election so to dodo so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to such Indemnitee under this Agreement for any fees of counsel subsequently incurred by such Indemnitee with respect to the same proceedingClaim; provided that, provided that (i) the Indemnitee shall have the right to employ such Indemnitee’s counsel in any such proceeding Claim at the Indemnitee’s expense; (ii) the Indemnitee shall have the right to employ its own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (iiiii) if (A) the employment of counsel by the Indemnitee has been previously authorized by the Company, (B) such Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and such Indemnitee in the conduct of any such defense defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingClaim, then the fees and expenses of the Indemnitee’s counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof hereunder to pay the expenses Expenses of any proceeding against IndemniteeClaim, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, Claim with counsel approved by Indemnitee, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceedingClaim; provided that, provided that (i) Indemnitee shall have the right to employ Indemnitee's counsel in any such proceeding Claim at Indemnitee’s expense; 's expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingClaim, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) 3.1 hereof to pay the expenses of any proceeding against Indemnitee, the Company, if appropriate, Company shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that (ia) Indemnitee shall have the right to employ separate counsel in any such proceeding at Indemnitee’s expense; and (iib) if (Ai) the employment of counsel by Indemnitee has been previously authorized by the Company, (Bii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (Ciii) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the CompanyCompany (subject to the provisions of this Agreement).

Selection of Counsel. In the event the Company shall be -------------------- obligated under Section 3(a) hereof to pay the expenses of any proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that (i) Indemnitee shall have the right to employ counsel in any such proceeding at Indemnitee’s 's expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof hereunder to pay the expenses Expenses of any proceeding against Indemnitee, Claim the Company, if appropriate, shall be entitled to assume the defense of such proceeding, Claim with counsel approved by Indemnitee, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceedingClaim; provided that, provided that (i) Indemnitee shall have the right to employ Indemnitee's counsel in any such proceeding Claim at Indemnitee’s expense; 's expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingClaim, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof hereunder to pay the expenses Expenses of any proceeding against IndemniteeClaim, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, Claim with counsel approved by Indemnitee, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceedingClaim; provided that, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such proceeding Claim at Indemnitee’s expense; expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingClaim, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof hereunder to pay the expenses Expenses of any proceeding against IndemniteeClaim, the Company, if appropriate, Company shall be entitled to assume the defense of such proceedingClaim, with counsel approved by Indemnitee, the Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of written notice of its election so to dodo so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, Claim; provided that (i) Indemnitee shall have the right to employ Indemnitee's counsel in any such proceeding Claim at Indemnitee’s expense; 's expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingClaim, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof hereunder to pay the expenses Expenses of any proceeding against IndemniteeClaim, the Company, if appropriate, Company shall be entitled to assume the defense of such proceedingClaim, with counsel approved by the applicable Indemnitee, upon the delivery to such Indemnitee of written notice of its election so to dodo so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to such Indemnitee under this Agreement for any fees of counsel subsequently incurred by such Indemnitee with respect to the same proceedingClaim; provided that, provided that (i) the Indemnitee shall have the right to employ such Indemnitee’s counsel in any such proceeding Claim at the Indemnitee’s expense; expense and (ii) if (A) the employment of counsel by the Indemnitee has been previously authorized by the Company, (B) such Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and such Indemnitee in the conduct of any such defense defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingClaim, then the fees and expenses of the Indemnitee’s counsel shall be at the expense of the Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including, without limitation, the right to settle any claim against any Indemnitee without the consent of such Indemnitee.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof hereunder to pay the expenses Expenses of any proceeding against Indemnitee, Claim the Company, if appropriate, shall be entitled to assume the defense of such proceeding, Claim with counsel approved by Indemnitee, Indemnitee (not to be unreasonably withheld) upon the delivery to Indemnitee of written notice of its the Company’s election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceedingClaim; provided that, provided that (i) Indemnitee shall have the right to employ Indemnitee’s separate counsel in any such proceeding Claim at Indemnitee’s expense; own expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingClaim, then the fees and expenses of Indemnitee’s separate counsel shall be at the expense of the Companyconsidered an Expense.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) 3.1 hereof to pay the expenses of any proceeding against Indemnitee, the Company, if appropriate, Company shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that (ia) Indemnitee shall have the right to employ separate counsel in any such proceeding at Indemnitee’s 's expense; and (iib) if (Ai) the employment of counsel by Indemnitee has been previously authorized by the Company, (Bii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (Ciii) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the CompanyCompany (subject to the provisions of this Agreement).

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof hereunder to pay the expenses Expenses of any proceeding against IndemniteeClaim, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, Claim with counsel approved by Indemnitee, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceedingClaim; provided that, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such proceeding Claim at Indemnitee’s expense; expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingClaim, then the reasonable fees and expenses of Indemnitee’s counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof hereunder to pay the expenses Expenses of any proceeding against IndemniteeClaim, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, Claim with counsel approved by Indemnitee, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceedingClaim; provided that, provided that (i) Indemnitee shall have the right to employ Indemnitee's counsel in any such proceeding Claim at Indemnitee’s expense; 's expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingClaim, then the reasonable fees and expenses of Indemnitee’s 's counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a2(a) hereof to pay the expenses of any proceeding proceedings against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that (i) Indemnitee shall have the right to employ separate counsel in any such proceeding at Indemnitee’s 's expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof hereunder to pay the expenses Expenses of any proceeding against IndemniteeClaim, the Company, if appropriate, Company shall be entitled to assume the defense of such proceedingClaim, with counsel reasonably approved by the Indemnitee, upon the delivery to such Indemnitee of written notice of its election so to dodo so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to such Indemnitee under this Agreement for any fees of counsel subsequently incurred by such Indemnitee with respect to the same proceedingClaim; provided that, provided that (i) the Indemnitee shall have the right to employ such Indemnitee’s counsel in any such proceeding Claim at the Indemnitee’s expense; (ii) the Indemnitee shall have the right to employ its own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (iiiii) if (A) the employment of counsel by the Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company.been

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof to pay the expenses of any proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided pro­vided that (i) Indemnitee shall have the right to employ counsel in any such proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof hereunder to pay the expenses Expenses of any proceeding against IndemniteeClaim, the Company, if appropriate, Company shall be entitled to assume the defense of such proceeding, Claim with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of separate counsel subsequently incurred by Indemnitee with respect to the same proceedingClaim; provided that, provided that (i) Indemnitee shall have the right to employ Indemnitee's counsel in any such proceeding Claim at Indemnitee’s expense; 's expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingClaim, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim against Indemnitee without the consent of the Indemnitee.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof -------------------- hereunder to pay the expenses Expenses of any proceeding against IndemniteeClaim, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, Claim with counsel approved by Indemnitee, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceedingClaim; provided that, provided that (i) Indemnitee shall have the right to employ Indemnitee's counsel in any such proceeding Claim at Indemnitee’s expense; 's expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingClaim, then the reasonable fees and expenses of Indemnitee’s 's counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof to pay the expenses of any proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that (i) Indemnitee shall have the right to employ his counsel in any such proceeding at Indemnitee’s 's expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof hereunder to pay the expenses Expenses of any proceeding against IndemniteeClaim, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, Claim with counsel approved by Indemnitee, Indemnitee upon the delivery to Indemnitee of written notice of its the Company’s election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently incurred employed by or on behalf of Indemnitee with respect to the same proceedingClaim; provided that, provided that (i) Indemnitee shall have the right to employ Indemnitee’s separate counsel in any such proceeding Claim at Indemnitee’s expense; (ii) Indemnitee shall have the right to employ its own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (iiiii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingClaim, then the fees and expenses of Indemnitee’s separate counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a2(a) hereof to pay the expenses of any proceeding against Indemnitee, the Company, if appropriate, Company shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee, upon the delivery to Indemnitee of written notice of its election so to dothe assumption of such defense. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that (i) Indemnitee shall have the right to employ his counsel in any such proceeding at Indemnitee’s 's expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) 1 hereof to pay the expenses of advance any proceeding against IndemniteeExpenses to You, the Company, if appropriate, Company shall be entitled to assume the defense of such proceeding, with counsel approved by IndemniteeYou (which consent shall not unreasonably be withheld), upon the delivery to Indemnitee You of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee You and the retention of such counsel by the Company, the Company will shall not be liable to Indemnitee You under this Agreement for any fees of counsel subsequently incurred by Indemnitee You with respect to the same proceeding, provided that that, (i) Indemnitee You shall have the right to employ Your counsel in any such proceeding at Indemnitee’s Your expense; , and (ii) the reasonable fees and expenses of Your counsel shall be at the expense of the Company if (A) the employment of Your counsel by Indemnitee has been previously authorized in writing by the Company, or (B) Indemnitee You shall have reasonably concluded and notified the Company in writing that there may be a conflict of interest between either the Company and Indemnitee You in the conduct of any such defense or (C) between You and other indemnitees of the Company shall not, being represented by counsel retained by the Company in fact, have employed counsel to assume the defense of such same proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof hereunder to pay the expenses Expenses of any proceeding against Indemnitee, Claim the Company, if appropriate, shall be entitled to assume the defense of such proceeding, Claim with counsel approved by Indemnitee, Indemnitee (not to be unreasonably withheld) upon the delivery to Indemnitee of written notice of its the Company’s election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceedingClaim; provided that, provided that (i) Indemnitee shall have the right to employ Indemnitee’s separate counsel in any such proceeding Claim at Indemnitee’s expense; Expense, and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingClaim, then the fees and expenses Expenses of Indemnitee’s separate counsel shall be at the expense Expense of the Company.

Selection of Counsel. In the event If the Company shall be obligated under Section 3(a) 1 or Section 2 hereof to pay the expenses of any proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee, upon the delivery to Indemnitee of written notice of its election so to dodo so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, ; provided that (i) Indemnitee shall have the right to employ separate counsel in any such proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the reasonable fees and expenses of Indemnitee’s counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof hereunder to pay the expenses Expenses of any proceeding against IndemniteeClaim, the Company, if appropriate, Company shall be entitled to assume the defense of such proceeding, Claim with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceedingClaim; provided that, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such proceeding Claim at Indemnitee’s expense; Indemnitee expense and (ii) if if, (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingClaim, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim against Indemnitee without the consent of the Indemnitee.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof hereunder to pay the expenses Expenses of any proceeding against IndemniteeClaim, the Company, if appropriate, Company shall be entitled to assume the defense of such proceedingClaim, with counsel approved by Indemnitee, the Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of written notice of its election so to dodo so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, Claim; provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such proceeding Claim at Indemnitee’s expense; expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingClaim, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof hereunder to pay the expenses Expenses of any proceeding against Indemnitee, Claim the Company, if appropriate, shall be entitled to assume the defense of such proceeding, Claim with counsel approved by Indemnitee, Xxxxxxxxxx (not to be unreasonably withheld) upon the delivery to Indemnitee of written notice of its the Company’s election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceedingClaim; provided that, provided that (i) Indemnitee shall have the right to employ Indemnitee’s separate counsel in any such proceeding Claim at Indemnitee’s expense; own expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingClaim, then the fees and expenses of Indemnitee’s separate counsel shall be at the expense of the Companyconsidered an Expense.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof to pay the expenses of any proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that (i) Indemnitee shall have the right to employ his or her counsel in any such proceeding at Indemnitee’s 's expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a6(a) hereof to pay the expenses of any proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee, upon the delivery to Indemnitee of written notice of its election so to dodo so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that (i) Indemnitee shall have the right to employ his or her counsel in any such proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company.

Selection of Counsel. In the event If the Company shall be obligated under Section 3(a) hereof 1 or Section 2 to pay the expenses of any proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee, upon the delivery to Indemnitee of written notice of its election so to dodo so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, ; provided that (i) Indemnitee shall have the right to employ separate counsel in any such proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the reasonable fees and expenses of Indemnitee’s counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof hereunder to pay the expenses Expenses of any proceeding against IndemniteeClaim, the Company, if appropriate, Company shall be entitled to assume the defense of such proceedingClaim, with counsel reasonably approved by the Indemnitee, upon the delivery to such Indemnitee of written notice of its election so to dodo so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to such Indemnitee under this Agreement for any fees of counsel subsequently incurred by such Indemnitee with respect to the same proceedingClaim; provided that, provided that (i) the Indemnitee shall have the right to employ such Indemnitee’s counsel in any such proceeding Claim at the Indemnitee’s expense; (ii) the Indemnitee shall have the right to employ its own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (iiiii) if (A) the employment of counsel by the Indemnitee has been previously authorized by the Company, (B) such Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and such Indemnitee in the conduct of any such defense defense, or (C) the Company shall not, not in fact, have employed fact continue to retain such counsel to assume the defense of defend such proceedingClaim, then the fees and expenses of the Indemnitee’s counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof -------------------- hereunder to pay the expenses Expenses of any proceeding against IndemniteeClaim, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, Claim with counsel approved by Indemnitee, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceedingClaim; provided that, provided that (i) Indemnitee shall have the right to employ Indemnitee's counsel in any such proceeding Claim at Indemnitee’s expense; 's expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingClaim, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be -------------------- obligated under Section 3(a) hereof hereunder to pay the expenses Expenses of any proceeding against IndemniteeClaim, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, Claim with counsel approved by Indemnitee, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceedingClaim; provided that, provided that (i) Indemnitee shall have the right to employ Indemnitee's counsel in any such proceeding Claim at Indemnitee’s expense; 's expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingClaim, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated -------------------- under Section 3(a) hereof to pay the expenses of any proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee, upon the delivery to Indemnitee of written notice of its election so to dodo so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that (i) Indemnitee shall have the right to employ his counsel in any such proceeding at Indemnitee’s 's expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the Company.

Selection of Counsel. In the event If the Company shall be obligated under Section 3(a) hereof hereunder to pay the expenses Expenses of any proceeding against IndemniteeClaim, the Company, if appropriate, Company shall be entitled to assume the defense of such proceedingClaim, with counsel approved by the Indemnitee, upon the delivery to the Indemnitee of written notice of its election so to dodo so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceedingClaim; provided that, provided that (i) the Indemnitee shall have the right to employ the Indemnitee’s counsel in any such proceeding Claim at the Indemnitee’s expense; expense and (ii) if (A) the employment of counsel by the Indemnitee has been previously authorized by the Company, (B) the Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and the Indemnitee in the conduct of any such defense defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingClaim, then the fees and expenses of the Indemnitee’s counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof to pay advance the expenses of any proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee, upon the delivery to Indemnitee of written notice of its election so to doand approval of counsel by Indemnitee. After the delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will shall not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, except as provided that (i) below. The Indemnitee shall have the right to employ his or her own counsel in any such proceeding at Indemnitee’s expense; and expense unless: (ii) if (Ai) the employment of counsel by Indemnitee has been previously authorized by the Company, (Bii) Indemnitee shall have reasonably concluded that there may be a material conflict of interest between the Company and Indemnitee in the conduct of any such defense or (Ciii) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then in each of which case the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof to pay the expenses of any proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel the council approved by Indemnitee, upon the delivery to Indemnitee of written notice of its election so to dodo so. After delivery of such notice, approval of such counsel by Indemnitee Indemnitees and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that (i) Indemnitee shall have the right to employ his counsel in any such proceeding at Indemnitee’s 's expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict confilict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a4(a) hereof to pay the expenses of any proceeding against Indemnitee, the Company, if appropriate, Company shall be entitled to assume the defense of such proceeding, with counsel approved by reasonably acceptable to Indemnitee, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of other counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that (i) Indemnitee shall have the right to employ additional counsel in any such proceeding at Indemnitee’s expense; and Company's expense if: (ii) if (Ai) the employment of counsel by Indemnitee has been previously authorized by the Company, (Bii) Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (Ciii) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof to pay the expenses of any proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel 4 by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that (i) Indemnitee shall have the right to employ counsel in any such proceeding at Indemnitee’s 's expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a2(a) hereof to pay the expenses of any proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee, upon the delivery to Indemnitee of written notice of its election so to dodo so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided provided, that (i) Indemnitee shall have the right to employ his counsel in any such proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company.

Selection of Counsel. In the event If the Company shall be obligated under Section 3(a) hereof 1 or Section 2 to pay the expenses of any proceeding against Indemnitee, the Company, if appropriate, Company shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee, upon the delivery to Indemnitee of written notice of its election so to dodo so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of any other counsel subsequently incurred by Indemnitee with respect to the same proceeding, ; provided that (i) Indemnitee shall have the right to employ separate counsel in any such proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the reasonable fees and expenses of Indemnitee’s counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof to pay the expenses of any proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, ; with counsel approved by reasonably acceptable to Indemnitee, upon the delivery to Indemnitee of written notice of its election so to dodo so. After delivery of such notice, approval of such counsel by Indemnitee notice and the retention of such counsel by the Companyreasonably acceptable to Indemnitee, the Company will shall not be liable to Indemnitee under this Agreement or otherwise for any fees of counsel expenses subsequently directly incurred by Indemnitee in connection with respect to the same proceedingIndemnitee's defense of such Claim, provided that (i) Indemnitee shall have the right to employ his counsel in any such proceeding at Indemnitee’s 's expense; and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) 2.1 hereof to pay the expenses of any proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee, upon the delivery to Indemnitee of written notice of its election so to dodo so. After delivery of such notice, approval of such counsel by Indemnitee Indemnitee, and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that (i) Indemnitee shall have the right to employ his counsel in any such proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof hereunder to pay the expenses Expenses of any proceeding against IndemniteeClaim, the Company, if appropriate, Company shall be entitled to assume the defense of such proceedingClaim, with counsel reasonably approved by the applicable Indemnitee, upon the delivery to such Indemnitee of written notice of its election so to dodo so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to such Indemnitee under this Agreement for any fees of counsel subsequently incurred by such Indemnitee with respect to the same proceedingClaim; provided that, provided that (i) the Indemnitee shall have the right to employ such Indemnitee's counsel in any such proceeding Claim at the Indemnitee’s 's expense; (ii) the Indemnitee shall have the right to employ his own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (iiiii) if (A) the employment of counsel by the Indemnitee has been previously authorized by the Company, (B) such Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and such Indemnitee in the conduct of any such defense defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingClaim, then the fees and expenses of the Indemnitee’s 's counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) 3.1 hereof to pay the expenses of any proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that (ia) Indemnitee shall have the right to employ counsel in any such proceeding at Indemnitee’s expense; and (iib) if (Ai) the employment of counsel by Indemnitee has been previously authorized by the Company, (Bii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (Ciii) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company.

Selection of Counsel. In the event the The Company shall be obligated under Section 3(a) hereof to pay the expenses of any proceeding against Indemnitee, the Company, if appropriate, shall be entitled to may assume the defense of such proceeding, any claim or proceeding for which indemnification is sought by Indemnitee with counsel approved by Indemnitee, upon provided that Indemnitee may not unreasonably withhold approval, so long as the delivery to Company notifies Indemnitee of written Company's election within a reasonable time of receiving notice of its election so to dothe claim or proceeding. After delivery If Indemnitee approves exercise of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company's rights hereunder, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that that: (i) Indemnitee shall have the right to employ his or her own counsel in any such proceeding at Indemnitee’s 's expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of paid by the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a4(a) hereof to pay the expenses of any proceeding against Indemnitee, the Company, if appropriate, Company shall be entitled to assume the defense of such proceeding, with counsel approved by reasonably acceptable to Indemnitee, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of other counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that (i) Indemnitee shall have the right to employ additional counsel in any such proceeding at Indemniteethe Company’s expense; and expense if: (ii) if (Ai) the employment of counsel by Indemnitee has been previously authorized by the Company, (Bii) Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (Ciii) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof hereunder to pay the expenses Expenses of any proceeding against IndemniteeClaim, the Company, if appropriate, Company shall be entitled to assume the defense of such proceedingClaim, with counsel approved by Indemnitee, the Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of written notice of its election so to dodo so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, Claim; provided that (i) Indemnitee shall have the right to employ Indemnitee's counsel in any such proceeding Claim at Indemnitee’s expense; 's expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingClaim, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof hereunder to pay the expenses Expenses of any proceeding against IndemniteeClaim, the Company, if appropriate, Company shall be entitled to assume the defense of such proceedingClaim, with counsel approved by the Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to dodo so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceedingClaim; provided that, provided that (i) Indemnitee shall have the right to employ Indemnitee's counsel in any such proceeding Claim at Indemnitee’s expense; 's expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingClaim, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof to pay the expenses of any proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with independent counsel approved by Indemnitee, upon the delivery to Indemnitee of written notice of its election so to dodo so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that (i) Indemnitee shall have the right to employ his counsel in any such proceeding at Indemnitee’s 's expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof obligates the Corporation to pay the expenses of any proceeding against Indemnitee, the CompanyCorporation, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the CompanyCorporation, the Company Corporation will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that (i) Indemnitee shall have the right to employ counsel in any such proceeding at Indemnitee’s 's expense; and (ii) if (Aa) the employment of counsel by Indemnitee has been Corporation previously authorized by the CompanyIndemnitee's employment, (Bb) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company Corporation and Indemnitee in the conduct of any such defense or (Cc) the Company Corporation shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the CompanyCorporation.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a4(a) hereof to pay the expenses of any proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel reasonably approved by Indemnitee, upon the delivery to Indemnitee of written notice of its election so to dodo so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that (i) Indemnitee shall have the right to employ his counsel in any such proceeding at Indemnitee’s 's expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a4(a) hereof to pay the expenses of any proceeding against Indemnitee, the Company, if appropriate, Company shall be entitled to assume the defense of such proceeding, with counsel approved by reasonably acceptable to Indemnitee, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of other counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that (i) Indemnitee shall have the right to employ additional counsel in any such proceeding at IndemniteeCompany’s expense; and expense if: (ii) if (Ai) the employment of counsel by Indemnitee has been previously authorized by the Company, (Bii) Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (Ciii) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a6(a) hereof to pay the expenses of any proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee, upon the delivery to Indemnitee of written notice of its election so to dodo so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that (i) Indemnitee shall have the right to employ his or her counsel in any such proceeding at Indemnitee’s 's expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company Corporation shall be obligated under Section 3(a2(b) hereof to pay the expenses of any proceeding against Indemnitee, the CompanyCorporation, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the CompanyCorporation, the Company Corporation will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that (i) Indemnitee shall have the right to employ counsel in any such proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the CompanyCorporation, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company Corporation and Indemnitee in the conduct of any such defense or (C) the Company Corporation shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the CompanyCorporation.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof to pay the expenses Expenses of any proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that (i) Indemnitee shall have the right to employ counsel in any such proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof to pay the expenses of any proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by reasonably acceptable to Indemnitee, upon the delivery to Indemnitee of written notice of its election so to dodo so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that (i) Indemnitee shall have the right to employ any additional counsel in any such proceeding at Indemnitee’s 's own, separate non-indemnified expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be -------------------- obligated under Section 3(a) hereof hereunder to pay the expenses Expenses of any proceeding against IndemniteeClaim, the Company, if appropriate, Company shall be entitled to assume the defense of such proceedingClaim, with counsel approved by Indemnitee, the Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of written notice of its election so to dodo so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, Claim; provided that (i) Indemnitee shall have the right to employ Indemnitee's counsel in any such proceeding Claim at Indemnitee’s expense; 's expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingClaim, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof hereunder to pay the expenses Expenses of any proceeding against IndemniteeClaim, the Company, if appropriate, Company shall be entitled to assume the defense of such proceedingClaim, with counsel reasonably approved by Indemnitee, upon the delivery to Indemnitee of written notice of its the Company’s election so to dodo so. After delivery of such notice, the approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceedingClaim; provided, provided that (i) Indemnitee shall have the right to employ separate counsel in any such proceeding Claim at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) counsel for Indemnitee shall have reasonably concluded provided the Company with written advice that there may be is a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not, in fact, have employed retain or continue to retain such counsel to assume the defense of defend such proceedingClaim, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof to pay the expenses of any proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee, upon the delivery to Indemnitee of written notice of its election so to dodo so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that (i) Indemnitee shall have the right to employ his counsel in any such proceeding at Indemnitee’s 's expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a potential conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof hereunder to pay the expenses of any proceeding against Indemniteeclaim, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, claim with counsel reasonably approved by Indemnitee, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, reasonable approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceedingclaim; provided that, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such proceeding claim at Indemnitee’s expense; expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingclaim, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof hereunder to pay the expenses Expenses of any proceeding against IndemniteeClaim, the Company, if appropriate, Company shall be entitled to assume the defense of such proceedingClaim, with counsel approved by Indemnitee, the Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of written notice of its election so to dodo so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, Claim; provided that (i) Indemnitee shall have the right to employ Indemnitee 's counsel in any such proceeding Claim at Indemnitee’s expense; 's expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingClaim, then the fees and expenses of Indemnitee’s ' s counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof hereunder to pay the expenses Expenses of any proceeding against IndemniteeClaim, the Company, if appropriate, Company shall be entitled to assume the defense of such proceeding, Claim with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceedingClaim; provided that, provided that (i) Indemnitee shall have the right to employ Indemnitees’ counsel in any such proceeding Claim at Indemnitee’s expense; Indemnitee expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingClaim, then the fees and expenses of Indemnitee’s Indemnitee counsel shall be at the expense of the Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim against Indemnitee without the consent of the Indemnitee.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof to pay the expenses of any proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by reasonably acceptable to the Indemnitee, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that (i) Indemnitee shall have the right to employ his counsel in any such proceeding at Indemnitee’s 's expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be -------------------- obligated under Section 3(a) hereof to pay the expenses of any proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that (i) Indemnitee shall have the right to employ his counsel in any such proceeding at Indemnitee’s 's expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the Company.

Selection of Counsel. In the event the The Company shall be obligated under Section 3(a) hereof to pay the expenses of any proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceedingany proceeding with respect to which it is obligated to advance expenses pursuant to Section 4.1, with counsel approved by satisfactory to Indemnitee, upon the delivery to Indemnitee of written notice of its election so to dodo so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any advance counsel fees of counsel subsequently incurred by to Indemnitee with respect to the same proceeding, provided that (i) Indemnitee shall have the right to employ his or her counsel in any such proceeding at Indemnitee’s expenseexpense for amounts due or paid to such counsel in excess of 20 percent of the amount due or paid to the counsel engaged by the Company; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then all of the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company.

Selection of Counsel. In the event If the Company shall be obligated under Section 3(a2(a) hereof to pay the expenses of any proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee, upon the delivery to Indemnitee of written notice of its election so to dodo so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, ; provided that (i) Indemnitee shall have the right to employ separate counsel in any such proceeding at Indemnitee’s 's expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the reasonable fees and expenses of Indemnitee’s 's counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be -------------------- obligated under Section 3(a) hereof hereunder to pay the expenses Expenses of any proceeding against IndemniteeClaim, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, Claim with counsel approved by Indemnitee, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceedingClaim; provided that, provided that (i) Indemnitee shall have the right to employ Indemnitee's counsel in any such proceeding Claim at Indemnitee’s expense; =s expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingClaim, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the Company.

Selection of Counsel. In the event that the Company shall be obligated under Section 3(a2(a) hereof to pay the expenses of any proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee, upon the delivery to Indemnitee of written notice of its election so to dodo so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that (i) Indemnitee shall have the right to employ his or her counsel in any such proceeding at Indemnitee’s 's expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof hereunder to pay the expenses Expenses of any proceeding against IndemniteeClaim, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, Claim with counsel approved by Indemnitee, Indemnitee (not to be unreasonably withheld) upon the delivery to Indemnitee of written notice of its the Company’s election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceedingClaim; provided that, provided that (i) Indemnitee shall have the right to employ Indemnitee’s separate counsel in any such proceeding Claim at Indemnitee’s expense; own expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingClaim, then the fees and expenses of Indemnitee’s separate counsel shall be at the expense of the Companyconsidered an Expense.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) 3.1 hereof to pay the expenses of any proceeding against Indemnitee, the Company, if appropriate, Company shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee Xxxxxxxxxx and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that (ia) Indemnitee shall have the right to employ separate counsel in any such proceeding at Indemnitee’s expense; and (iib) if (Ai) the employment of counsel by Indemnitee has been previously authorized by the Company, (Bii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (Ciii) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the CompanyCompany (subject to the provisions of this Agreement).

Selection of Counsel. In the event the any Company shall be obligated under Section 3(a) hereof to pay the expenses of any proceeding against Indemnitee, the such Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the such Company, the such Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that (i) Indemnitee shall have the right to employ his counsel in any such proceeding at Indemnitee’s 's expense; : and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the such Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the such Company and Indemnitee in the conduct of any such defense or (C) the Company Companies shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the such Company.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof hereunder to pay the expenses Expenses of any proceeding against IndemniteeClaim, the Company, if appropriate, Company shall be entitled to assume the defense of such proceedingClaim, with counsel approved by Indemnitee, the Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of written notice of its election so to dodo so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, Claim; provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such proceeding Claim at Indemnitee’s expense; expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingClaim, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a2(a) hereof to pay the expenses of any proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that (i) Indemnitee shall have the right to employ his counsel in any such proceeding at Indemnitee’s 's expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and -4- 5 Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof to pay the expenses of any proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided pro-vided that (i) Indemnitee shall have the right to employ counsel in any such proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof to pay the expenses of any proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will shall not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that (i) Indemnitee shall have the right to employ counsel in any such proceeding at Indemnitee’s 's expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, ; (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense; or (C) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses expense of Indemnitee’s 's counsel shall be at the expense of the Company. Furthermore, the Company acknowledges and understands that upon assuming the defense of any proceeding against Indemnitee, the Company shall not require Indemnitee to repay the expenses of any counsel selected by the Company and approved by Indemnitee, regardless of whether as a result of such proceeding it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a2(a) hereof to pay the expenses of any proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee, which approval will not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to dodo so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that (i) Indemnitee shall have the right to employ his counsel in any such proceeding at Indemnitee’s 's expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee and its counsel shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the Company.

Selection of Counsel. In the event If the Company shall be obligated under Section 3(a) 1 or Section 2 hereof to pay the expenses of any proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee, upon the delivery to Indemnitee of written notice of its election so to dodo so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, ; provided that (i) Indemnitee shall have the right to employ separate counsel in any such proceeding at Indemnitee’s 's expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the reasonable fees and expenses of Indemnitee’s 's counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof to pay the expenses of any proceeding against Indemnitee, the Company, Company if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that (i) Indemnitee shall have the right to employ his or her counsel in any such proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a2(a) hereof to pay the expenses of any proceeding proceedings against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee, upon the delivery to Indemnitee of written notice of its election so to dodo so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of separate counsel subsequently incurred by Indemnitee with respect to the same proceedingproceeding for so long as the Company continues to employ and pay such counsel, provided that (i) Indemnitee shall have the right to employ his counsel in any such proceeding at Indemnitee’s 's expense; and (ii) if (A) . If the employment of counsel by Indemnitee has been previously authorized by the Company, (B) and Indemnitee shall have reasonably concluded that there may be a material conflict of interest interests between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel to assume the defense of such proceedingdefense, then the fees and expenses of Indemnitee’s 's separate and independent counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof hereunder to pay the expenses Expenses of any proceeding against IndemniteeProceeding, the Company, if appropriate, Company shall be entitled to assume the defense of such proceedingProceeding, with counsel approved by IndemniteeIndemnitee (which approval shall not be unreasonably withheld, delayed or conditioned) upon the delivery to Indemnitee of written notice of its election so to dodo so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, Proceeding; provided that (i) Indemnitee shall have the right to employ Indemnitee's counsel in any such proceeding Proceeding at Indemnitee’s expense; 's expense and (ii) if (Ai) the employment of counsel by Indemnitee has been previously authorized by the Company, (Bii) Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (Ciii) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingProceeding, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof to pay the expenses Expenses of any proceeding Proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, Proceeding; with counsel approved by reasonably acceptable to Indemnitee, upon the delivery to Indemnitee of written notice of its election so to dodo so. After delivery of such notice, approval of such counsel by Indemnitee notice and the retention of such counsel by the Companyreasonably acceptable to Indemnitee, the Company will shall not be liable to Indemnitee under this Agreement or otherwise for any fees of counsel Expenses subsequently directly incurred by Indemnitee in connection with respect to the same proceedingIndemnitee’s defense of such Claim, provided that (i) Indemnitee shall have the right to employ his or her own counsel in any such proceeding Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not, in fact, have employed counsel to assume the defense of such proceedingProceeding, then the fees and expenses Expenses of Indemnitee’s counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof to pay the expenses Expenses of any proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by reasonably acceptable to Indemnitee, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that (i) Indemnitee shall have the right to employ counsel in any such proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof to pay the expenses of any proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee, upon the delivery to Indemnitee of written notice of its election so to dodo so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that (i) Indemnitee shall have the right to employ his counsel in any such proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a potential conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company.