Common use of Selection of Counsel Clause in Contracts

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of such 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 Claim. Notwithstanding the Company's assumption of the defense of any Claim, the Company shall be obligated to pay the Expenses of any Claim if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) the Company shall have reasonably concluded that there is a conflict of interest between the Company and Indemnitee in the conduct of any such defense such that Indemnitee needs to be separately represented, or (C) the Company shall not continue to retain counsel to defend such Claim, then the fees and expenses of counsel retained by Indemnitee 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; provided, that in no event shall the Company have the right to settle any Claim that imposes non-monetary penalties on Indemnitee without the prior written consent of Indemnitee which may be granted or withheld in Indemnitee’s sole discretion.

Selection of Counsel. In the event the Company shall be obligated hereunder under Section 3(a) hereof to pay the Expenses of any ClaimProceeding against Indemnitee, the Company Company, if appropriate, shall be entitled to assume the defense of Indemnitee in such Claim Proceeding, 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 Claim. Notwithstanding Proceeding; provided, that (i) Indemnitee shall have the Company's assumption of the defense of right to employ his counsel in any Claim, the Company shall be obligated to pay the Expenses of any Claim such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) the Company counsel to Indemnitee shall have reasonably concluded that there is may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense such that Indemnitee needs to be separately represented, or (C) the Company shall not continue to retain not, in fact, have employed counsel to defend assume the defense of such ClaimProceeding, then in each case, the fees and expenses of Indemnitee’s counsel retained by Indemnitee shall be at the expense of the Company. The Company shall have the right to conduct such defense , except as it sees fit otherwise expressly provided in its sole discretion, including the right to settle any Claim against Indemnitee without the consent of the Indemnitee; provided, that in no event shall the Company have the right to settle any Claim that imposes non-monetary penalties on Indemnitee without the prior written consent of Indemnitee which may be granted or withheld in Indemnitee’s sole discretionthis Agreement.

Selection of Counsel. In the event the Company shall be obligated hereunder under Section 3(a) hereof to pay the Expenses expenses of any ClaimProceeding against Indemnitee, the Company Company, if appropriate, shall be entitled to assume the defense of such Claim Proceeding at its own expense, 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 Claim. Notwithstanding Proceeding, provided that (i) Indemnitee shall have the Company's assumption of the defense of right to employ counsel in any Claim, the Company shall be obligated to pay the Expenses of any Claim such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) the Company Indemnitee shall have reasonably concluded that there is may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense such that Indemnitee needs to be separately represented, or (C) the Company shall not continue to retain not, in fact, have employed counsel to defend assume the defense of such ClaimProceeding, then the fees and expenses of Indemnitee’s counsel retained by Indemnitee 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 not settle any Claim against Proceeding in any manner that would impose any penalty or limitation on the Indemnitee without the consent of the Indemnitee; provided, that in no event shall ’s written consent. Neither the Company have nor the right Indemnitee will unreasonably withhold or delay their consent to settle any Claim that imposes non-monetary penalties on Indemnitee without the prior written consent of Indemnitee which may be granted or withheld in Indemnitee’s sole discretionproposed settlement.

Selection of Counsel. In the event the Company shall be obligated hereunder under Section 2(a) hereof to pay the Expenses expenses of any Claimproceeding against Indemnitee, the Company Company, if appropriate, shall be entitled to assume the defense of such Claim proceeding, with counsel approved in writing 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, written 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 Claim. Notwithstanding proceeding (other than the Company's assumption fees of Indemnitee’s counsel in connection with transitioning the defense of such proceeding to counsel employed by the Company), provided that (i) Indemnitee shall have the right to employ his counsel in any Claim, the Company shall be obligated to pay the Expenses of any Claim such proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) the Company Indemnitee shall have reasonably concluded that there is may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense such that Indemnitee needs to be separately represented, or (C) the Company shall not continue not, in fact, have employed or shall have ceased to retain employ counsel to defend in the defense of such Claimproceeding, then the fees and expenses of Indemnitee’s counsel retained by Indemnitee shall be at the expense of the Company. The Neither the Company shall have nor the right to conduct such defense as it sees fit in its sole discretion, including the right to Indemnitee will settle any Claim against Indemnitee matter the subject of this Agreement without the written consent of the Indemnitee; providedother, that in no event shall the Company have the right to settle any Claim that imposes non-monetary penalties on Indemnitee without the prior written consent of Indemnitee which may will not be granted or withheld in Indemnitee’s sole discretionunreasonably withheld.

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claima Proceeding, the Company shall be entitled to assume the defense of such Claim Proceeding with counsel approved by Indemnitee, which approval shall not be unreasonably withheldwithheld or delayed, 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 Claim. Notwithstanding Proceeding; provided that (i) Indemnitee shall have the Company's assumption of the defense of right to employ Indemnitee’s counsel in any Claim, the Company shall be obligated to pay the Expenses of any Claim such Proceeding at Indemnitee’s expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) the Company Indemnitee shall have reasonably concluded that there is a conflict of interest between the Company and Indemnitee in the conduct of any such defense such that Indemnitee needs to be separately representeddefense, or (C) the Company shall not continue to retain such counsel to defend such ClaimProceeding, then the fees and expenses of Indemnitee’s counsel retained by Indemnitee 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 provided that the Company has the right to settle any Claim claim against Indemnitee without only with the consent of the Indemnitee; provided, that in no event which shall the Company have the right to settle any Claim that imposes non-monetary penalties on Indemnitee without the prior written consent of Indemnitee which may not be granted unreasonably withheld or withheld in Indemnitee’s sole discretiondelayed.

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of such 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 Claim. Notwithstanding ; provided that, (i) Indemnitee shall have the Company's assumption of the defense of right to employ Indemnitee’s counsel in any Claim, the Company shall be obligated to pay the Expenses of any such Claim at Indemnitee’s expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) the Company Indemnitee shall have reasonably concluded that there is may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense such that Indemnitee needs to be separately representeddefense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee’s counsel retained by Indemnitee 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 claim against Indemnitee without the consent of the Indemnitee; , provided, however, that in no event shall the Company have the right to shall not settle any Claim that imposes non-monetary penalties on requiring the admission of guilt or responsibility by Indemnitee without the Indemnitee’s prior written consent, such consent of Indemnitee which may to not be granted or withheld in Indemnitee’s sole discretionunreasonably withheld.

Selection of Counsel. In the event the Company shall be obligated hereunder under Section 2(b) hereof to pay the Expenses of any proceeding against Indemnitee, the Company, unless the Indemnitee determines that a conflict of interest exists between the Indemnitee and the Company with respect to a particular Claim, the Company shall be entitled to assume the defense of such Claim proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election to do so to doand of written notice that it is so obligated. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will be not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Claim. Notwithstanding proceeding, provided that (i) Indemnitee shall have the Company's assumption of the defense right to employ his own separate counsel in any such proceeding in addition to or in place of any Claim, counsel retained by the Company shall be obligated to pay the Expenses on behalf of any Claim Indemnitee at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) the Company Indemnitee shall have reasonably concluded that there is may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense such that Indemnitee needs to be separately represented, or (C) the Company shall not continue to retain not, in fact, have employed counsel to defend assume the defense of such Claimproceeding, then the fees and expenses of Indemnitee’s counsel retained by Indemnitee 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; provided, that in no event shall the Company have the right to settle any Claim that imposes non-monetary penalties on Indemnitee without the prior written consent of Indemnitee which may be granted or withheld in Indemnitee’s sole discretion.

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of such 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 Claim. Notwithstanding the Company's ’s assumption of the defense of any Claim, the Company shall be obligated to pay the Expenses of any Claim if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) the Company shall have reasonably concluded that there is a conflict of interest between the Company and Indemnitee in the conduct of any such defense such that Indemnitee needs to be separately represented, or (C) the Company shall not continue to retain counsel to defend such Claim, then the fees and expenses of counsel retained by Indemnitee 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; provided, that in no event shall the Company have the right to settle any Claim that imposes non-monetary penalties on Indemnitee without the prior written consent of Indemnitee which may be granted or withheld in Indemnitee’s sole discretion.

Selection of Counsel. In the event If the Company shall be is obligated hereunder to pay indemnify Indemnitee for Expenses with respect to a Covered Proceeding (other than a Proceeding that is brought by Indemnitee (x) against the Expenses Company or any of any Claimits directors or officers or (y) to enforce Indemnitee’s rights under this Agreement), the Company shall be entitled to assume the defense of such Claim Covered Proceeding, with counsel approved by Indemnitee, which Indemnitee (whose approval shall not be unreasonably withheldwithheld or delayed), 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 Claim. Notwithstanding Covered Proceeding; provided that (a) Indemnitee shall have the Company's assumption of the defense of right to employ his or her own separate counsel in any Claim, the Company shall be obligated to pay the Expenses of any Claim such Covered Proceeding at Indemnitee’s expense and (b) if (Ai) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (Bii) the Company shall have Indemnitee has reasonably concluded that there is may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense such that Indemnitee needs to be separately represented, or (Ciii) the Company shall not continue to retain does not, in fact, employ counsel to defend assume the defense of such ClaimCovered Proceeding, then then, in each such case, the fees and expenses Expenses of Indemnitee’s separate counsel retained by Indemnitee shall be at the expense of the Company. The Company shall have the right subject 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; provided, that in no event shall the Company have the right to settle any Claim that imposes non-monetary penalties on Indemnitee without the prior written consent of Indemnitee which may be granted or withheld in Indemnitee’s sole discretionindemnification under this Agreement.

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim, the Company The Corporation shall be entitled to assume the defense of such Claim any proceeding with respect to which it is obligated to advance expenses pursuant to Section 3.1, with counsel approved by reasonably satisfactory to 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 CompanyCorporation, the Company Corporation 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 Claim. Notwithstanding proceeding, provided that (i) Indemnitee shall have the Company's assumption of the defense of right to employ his or her own counsel in any Claim, the Company shall be obligated to pay the Expenses of any Claim such proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the CompanyCorporation, (B) the Company Indemnitee shall have reasonably concluded that there is may be a conflict of interest between the Company Corporation and Indemnitee in the conduct of any such defense, (C) Indemnitee shall have reasonably concluded that the Corporation is not diligently pursuing the defense such that Indemnitee needs to be separately representedof the proceeding, or (CD) the Company Corporation shall not continue to retain not, in fact, have employed counsel to defend such Claimassume the defense of the proceeding, then the fees and expenses of Indemnitee’s counsel retained by Indemnitee shall be at the expense of the CompanyCorporation. The Company In the event separate counsel is retained by Indemnitee pursuant to this Section 3.4(c), the Corporation shall have cooperate with Indemnitee and such separate counsel in the right to conduct such defense as it sees fit in its sole discretionof the proceeding, including making documents, witnesses and other reasonable information related to the right defense available to settle any Claim against Indemnitee without the consent of the Indemnitee; providedand such separate counsel and entering into joint defense and confidentiality agreements, that in no event shall the Company have the right to settle any Claim that imposes non-monetary penalties on Indemnitee without the prior written consent of Indemnitee which may be granted or withheld in Indemnitee’s sole discretionas appropriate.

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of provide indemnification for, or make any Expense Advances with respect to, any Claim, the Company Company, if appropriate, shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee, Indemnitee (which approval shall not be unreasonably withheld, ) upon the delivery to Indemnitee of written notice of its the Company’s 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 or expenses of separate counsel subsequently incurred retained by or on behalf of Indemnitee with respect to the same Claim. Notwithstanding ; provided, that (i) Indemnitee shall have the Company's assumption of the defense of right to employ separate counsel for any Claim, the Company shall be obligated to pay the Expenses of any such Claim at Indemnitee’s expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) the Company Indemnitee shall have reasonably concluded concluded, and has provided the Company with the written opinion of counsel reasonably acceptable to the Company to the effect, that there is may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense such that Indemnitee needs to be separately represented, or (C) the Company shall not continue to retain counsel to defend such Claim, then the reasonable fees and expenses of Indemnitee’s separate counsel retained by Indemnitee 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 Expenses for which Indemnitee without the consent of the Indemnitee; provided, that in no event shall the Company have the right to settle any Claim that imposes non-monetary penalties on Indemnitee without the prior written consent of Indemnitee which may be granted or withheld in Indemnitee’s sole discretionreceive indemnification and/or Expense Advances hereunder.

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of such Claim Claim, with legal counsel reasonably approved by the Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to such Indemnitee of written notice of its election so to dodo so. After delivery of such notice, approval of such legal counsel by Indemnitee the Indemnitee, and the retention of such legal 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 Claim. Notwithstanding ; provided that, (i) the Indemnitee shall have the right to employ such Indemnitee’s legal counsel in any such Claim at the Indemnitee’s expense; (ii) the Indemnitee shall have the right to employ its own legal counsel in connection with any such proceeding, at the expense of the Company's assumption of , if such legal counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of any Claim, the Company shall be obligated to pay the Expenses of any Claim such proceeding; and (iii) if (A) the employment of legal counsel by the Indemnitee has been previously authorized by the Company, (B) the Company such Indemnitee shall have reasonably concluded that there is a conflict of interest between the Company and such Indemnitee in the conduct of any such defense such that Indemnitee needs to be separately representeddefense, or (C) the Company shall not in fact continue to retain such legal counsel to defend such Claim, then the fees and expenses of the Indemnitee’s legal counsel retained by Indemnitee 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 not be entitled to settle any Claim claim against any Indemnitee without the reasonable consent of such Indemnitee, unless the settlement involves only the payment of monetary relief for which such Indemnitee will be indemnified and does not include a statement or an admission of fault or culpability by or on behalf of such Indemnitee; provided, that in no event shall the Company have the right to settle any Claim that imposes non-monetary penalties on Indemnitee without the prior written consent of Indemnitee which may be granted or withheld in Indemnitee’s sole discretion.

Selection of Counsel. In the event If the Company shall be obligated hereunder under Section 1(a) or (b) hereof to pay the Expenses of any ClaimIndemnitee, the Company shall be entitled to assume the defense of such Claim Proceeding, with counsel approved by Indemnitee, which approval Indemnitee (who shall not be unreasonably withheldwithhold such approval), 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 Claim. Notwithstanding Proceeding, provided that, (i) Indemnitee shall have the Company's assumption of the defense of right to employ his counsel in any Claim, the Company shall be obligated to pay the Expenses of any Claim such proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized in writing by the Company, (B) the Company Indemnitee shall have reasonably concluded that there is may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense such and shall have notified the Company in writing thereof, (C) Indemnitee shall have reasonably concluded that there may be a conflict of interest between Indemnitee needs to be separately representedand other indemnitees of the Company being represented by counsel retained by the Company in the same Proceeding and shall have notified the Company in writing thereof, or (CD) the Company shall not continue to retain not, in fact, have employed counsel to defend assume the defense of such ClaimProceeding within a reasonable time frame, then the reasonable fees and expenses of Indemnitee’s counsel retained by Indemnitee 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; provided, that in no event shall the Company have the right to settle any Claim that imposes non-monetary penalties on Indemnitee without the prior written consent of Indemnitee which may be granted or withheld in Indemnitee’s sole discretion.

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of such Claim Claim, with counsel approved by the applicable Indemnitee, which approval shall not be unreasonably withheld, 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 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 Claim. Notwithstanding ; provided, however, that (i) Indemnitee shall have the Company's assumption of the defense of right to employ Indemnitee’s separate counsel in any Claim, the Company shall be obligated to pay the Expenses of any such Claim at Indemnitee’s expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) the Company Indemnitee shall have reasonably concluded that there is may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense such that Indemnitee needs to be separately representeddefense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee’s separate counsel retained by Indemnitee shall be at the expense of the Company. The As long as the Company has otherwise complied with the terms hereof, 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 claim, action or proceeding against any Indemnitee without the consent of such Indemnitee, provided such settlement includes a full release of the Indemnitee; provided, that in no event shall Indemnitee by the Company have the right to settle any Claim that imposes non-monetary penalties on Indemnitee without the prior written consent of Indemnitee which may be granted claimant from all liabilities or withheld in Indemnitee’s sole discretionpotential liabilities under such Claim.

Selection of Counsel. In the event the Company shall be obligated hereunder to pay provide indemnification, exoneration or hold harmless rights for or make any Expense Advances with respect to the Expenses of any Claim, the Company Company, if appropriate, shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee, Indemnitee (which approval shall not be unreasonably withheld, ) upon the delivery to Indemnitee of written notice of its the Company’s 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 or expenses of separate counsel subsequently incurred employed by or on behalf of Indemnitee with respect to the same Claim. Notwithstanding the Company's assumption of the defense of any Claim; provided, the Company shall be obligated to pay the Expenses of any Claim if however, that (Ai) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) the Company shall have reasonably concluded that there is a conflict of interest between the Company and Indemnitee in the conduct of any such defense such that Indemnitee needs to be separately represented, or (C) the Company shall not continue to retain counsel to defend such Claim, then the fees and expenses of counsel retained by Indemnitee shall be at the expense of the Company. The Company shall have the right to conduct employ Indemnitee’s separate counsel in any such defense as it sees fit Claim at (1) a full release of Indemnitee by the claimant from all liabilities or potential liabilities under such claim or (2), in its sole discretionthe event such full release is not obtained, including the terms of such settlement do not limit any indemnification, exoneration or hold harmless right Indemnitee may now, or hereafter, be entitled to settle under this Agreement, the Company’s Certificate of Incorporation, bylaws, any Claim against Indemnitee without agreement, any vote of stockholders or disinterested directors, the consent General Corporation Law of the Indemnitee; provided, that in no event shall State of Delaware (the Company have the right to settle any Claim that imposes non-monetary penalties on Indemnitee without the prior written consent of Indemnitee which may be granted “DGCL”) or withheld in Indemnitee’s sole discretionotherwise.

Selection of Counsel. In the event the Company shall be obligated hereunder under Section 2(a) hereof to pay the Expenses expenses of any Claimproceeding against Indemnitee, the Company Company, if appropriate, shall be entitled to assume the defense of such Claim proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably reasonably withheld, upon the delivery to Indemnitee of written notice of its election so to do. Notwithstanding the foregoing, the Company shall not be permitted to settle any action or claim on behalf of Indemnitee in any manner which would require any acknowledgment of wrongdoing on the part of Indemnitee without Indemnitee's written consent, which consent shall not be unreasonably withheld. 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 Claim. Notwithstanding proceeding, provided that (i) Indemnitee shall have the Companyright to employ his counsel in any such proceeding at Indemnitee's assumption of the defense of any Claim, the Company shall be obligated to pay the Expenses of any Claim expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) the Company Indemnitee shall have reasonably concluded that there is may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense such that Indemnitee needs to be separately representeddefense, or (C) the Company shall not continue to retain not, in fact, have employed counsel to defend assume the defense of such Claimproceeding, then the fees and expenses of Indemnitee's counsel retained by Indemnitee 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; provided, that in no event shall the Company have the right to settle any Claim that imposes non-monetary penalties on Indemnitee without the prior written consent of Indemnitee which may be granted or withheld in Indemnitee’s sole discretion.

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of such Claim Claim, with counsel approved by the applicable Indemnitee, which approval shall not be unreasonably withheld, 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 Claim. Notwithstanding ; provided that, (i) the Company's assumption of Indemnitee shall have the defense of right to employ such Indemnitee’s counsel in any Claim, such Claim at the Company shall be obligated to pay the Expenses of any Claim Indemnitee’s expense and (ii) if (A) the employment of counsel by the Indemnitee has been previously authorized by the Company, (B) the Company such Indemnitee shall have reasonably concluded that there is a an actual or potential conflict of interest between the Company and such Indemnitee in the conduct of any such defense such that Indemnitee needs to be separately representeddefense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of the Indemnitee’s counsel retained by Indemnitee shall be at the expense of the Company. The As long as the Company has otherwise complied with the terms hereof, 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 claim, action or proceeding against any Indemnitee without the consent of such Indemnitee, provided such settlement includes a full release of the Indemnitee; provided, that in no event shall Indemnitee by the Company have the right to settle any Claim that imposes non-monetary penalties on Indemnitee without the prior written consent of Indemnitee which may be granted claimant from all liabilities or withheld in Indemnitee’s sole discretionpotential liabilities under such claim.

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of such 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 Claim. Notwithstanding ; provided that, (i) Indemnitee shall have the Companyright to employ Indemnitee's assumption of the defense of counsel in any Claim, the Company shall be obligated to pay the Expenses of any such Claim at Indemnitee's expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) the Company Indemnitee shall have reasonably concluded that there is a conflict of interest between the Company and Indemnitee in the conduct of any such defense such that Indemnitee needs to be separately representeddefense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee's counsel retained by Indemnitee 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 claim against Indemnitee without the consent of the Indemnitee; provided, that Indemnitee so long as in no event shall the case of the settlement (i) the Company have has the right financial ability to settle satisfy any Claim that imposes non-monetary penalties obligation involving Indemnitee under such settlement and (ii) the settlement does not impose injunctive type relief on the activities of Indemnitee. In all events, Indemnitee without the prior written will not unreasonably withhold its consent of Indemnitee which may be granted or withheld in Indemnitee’s sole discretionto any settlement.

Selection of Counsel. In the event the Company shall be obligated hereunder under Section 1(a) or (b) hereof to pay the Expenses expenses of any ClaimProceeding against Indemnitee, the Company shall be entitled to assume the defense of such Claim Proceeding, with counsel approved by Indemnitee, which approval Indemnitee (who shall not be unreasonably withheldwithhold such approval), 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 Claim. Notwithstanding Proceeding, PROVIDED, THAT, (i) Indemnitee shall have the Companyright to employ his counsel in any such proceeding at Indemnitee's assumption of the defense of any Claim, the Company shall be obligated to pay the Expenses of any Claim expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized in writing by the Company, (B) the Company Indemnitee shall have reasonably concluded that there is may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense such and shall have notified the company in writing thereof, (C) Indemnitee shall have reasonably concluded that there may be a conflict of interest between Indemnitee needs to be separately representedand other indemnitees of the Company being represented by counsel retained by the Company in the same proceeding and shall have notified the Company in writing thereof, or (CD) the Company shall not continue to retain not, in fact, have employed counsel to defend assume the defense of such Claimproceeding, then the fees and expenses of Indemnitee's counsel retained by Indemnitee 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; provided, that in no event shall the Company have the right to settle any Claim that imposes non-monetary penalties on Indemnitee without the prior written consent of Indemnitee which may be granted or withheld in Indemnitee’s sole discretion.

Selection of Counsel. In the event the Company shall be obligated hereunder under Section 3(a) hereof to pay the Expenses expenses (including attorneys’ fees) of any Claimaction, suit or proceeding against Indemnitee, the Company Company, if appropriate, shall be entitled to assume the defense of such Claim action, suit or proceeding, with counsel approved by Indemnitee, which approval shall not 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 Claim. Notwithstanding action, suit or proceeding, provided that: (i) Indemnitee shall have the Company's assumption of the defense of right to employ counsel in any Claimsuch action, the Company shall be obligated to pay the Expenses of any Claim suit or proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) the Company Indemnitee shall have reasonably concluded that there is may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense such that Indemnitee needs to be separately represented, or (C) the Company shall not continue to retain not, in fact, have employed counsel to defend assume the defense of such Claimaction, suit or proceeding, then the fees and expenses of Indemnitee’s counsel retained by Indemnitee shall be at the expense of the Company. The Company shall have not be entitled to assume the right to conduct such defense as it sees fit in its sole discretionof any claim, including action, suit or proceeding brought by or on behalf of the right to settle any Claim Company against Indemnitee without or as to which the consent of Indemnitee shall have made the Indemnitee; provided, that conclusion provided for in no event shall the Company have the right to settle any Claim that imposes non-monetary penalties on Indemnitee without the prior written consent of Indemnitee which may be granted or withheld in Indemnitee’s sole discretion(ii) (B) above.

Selection of Counsel. In the event the Company shall be obligated hereunder under Section 2(a) hereof to pay the Expenses expenses of any ClaimProceeding against Indemnitee, the Company Company, if appropriate, shall be entitled to assume the defense of such Claim Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery giving written notice to Indemnitee of written notice of its election so to do. After delivery of giving 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 counsel subsequently incurred by Indemnitee with respect to the same Claim. Notwithstanding Proceeding, provided that (i) Indemnitee shall have the Company's assumption of the defense of right to employ Indemnitee’s counsel in any Claim, the Company shall be obligated to pay the Expenses of any Claim such Proceeding at Indemnitee’s expense; and (ii) if (A) the Company has expressly authorized (and continues to authorize) the employment of counsel by Indemnitee has been previously authorized by at the Company’s expense, (B) the use of counsel chosen by the Company shall have reasonably concluded that there is to represent Indemnitee would present such counsel with a conflict of interest between the Company and Indemnitee in the conduct of any such defense such that Indemnitee needs to be separately represented, or (C) the Company shall not continue not, in fact, have employed counsel reasonably satisfactory to retain counsel to defend Indemnitee within a reasonable time after notice of the institution of such ClaimProceeding, then the fees and expenses of counsel retained by Indemnitee shall be have the right to employ counsel 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; provided, that in no event shall the Company have the right to settle any Claim that imposes non-monetary penalties on Indemnitee without the prior written consent of Indemnitee which may be granted or withheld in Indemnitee’s sole discretionaccordance herewith.

Selection of Counsel. In the event the Company shall be obligated -------------------- hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of such 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 Claim. Notwithstanding ; provided that, (i) Indemnitee shall have the Company's assumption of the defense of right to employ Indemnitees' counsel in any Claim, the Company shall be obligated to pay the Expenses of any such Claim at Indemnitee expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) the Company Indemnitee shall have reasonably concluded that there is a conflict of interest between the Company and Indemnitee in the conduct of any such defense such that Indemnitee needs to be separately representeddefense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee counsel retained by Indemnitee 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 claim against Indemnitee without the consent of the Indemnitee; provided, that in no event shall Indemnitee provided the Company have holds the right to settle Indemnitee harmless in connection with any Claim that imposes non-monetary penalties on Indemnitee without the prior written consent of Indemnitee which may be granted or withheld in Indemnitee’s sole discretionsuch settlement.

Selection of Counsel. In the event If the Company shall be obligated hereunder to pay the or advance Expenses of or indemnify Indemnitee with respect to any ClaimLosses, the Company shall be entitled to assume the defense of such Claim any related Claims, with counsel approved selected by the Company; provided, however, that following a Change of Control, such counsel shall be subject to the prior written approval of Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to doconditioned or delayed. 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 Claim. Notwithstanding the Company's assumption of the defense of such Claims; provided, that (i) Indemnitee shall have the right to employ counsel in connection with any Claimsuch Claim at Indemnitee’s expense, the Company shall be obligated to pay the Expenses of any Claim and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the CompanyCompany with respect to the period after the Company has retained counsel to defend such Claim and such authorization has not been withdrawn, (B) counsel for Indemnitee shall have provided the Company shall have reasonably concluded with a written legal opinion that there is, or there is reasonably likely to be, a conflict of interest between the Company and Indemnitee in the conduct of any such defense such that Indemnitee needs to be separately representeddefense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee’s counsel retained by Indemnitee 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; provided, that in no event shall the Company have the right to settle any Claim that imposes non-monetary penalties on Indemnitee without the prior written consent of Indemnitee which may be granted or withheld in Indemnitee’s sole discretion.

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claima Proceeding, the Company shall be entitled to assume the defense of such Claim Proceeding with counsel approved by Indemnitee, which approval shall not be unreasonably withheldwithheld or delayed, 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 Claim. Notwithstanding Proceeding; provided that (i) Indemnitee shall have the Companyright to employ Indemnitee's assumption of the defense of counsel in any Claim, the Company shall be obligated to pay the Expenses of any Claim such Proceeding at Indemnitee's expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) the Company Indemnitee shall have reasonably concluded that there is a conflict of interest between the Company and Indemnitee in the conduct of any such defense such that Indemnitee needs to be separately representeddefense, or (C) the Company shall not continue to retain such counsel to defend such ClaimProceeding, then the fees and expenses of Indemnitee's counsel retained by Indemnitee 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 provided that the Company has the right to settle any Claim claim against Indemnitee without only with the consent of the Indemnitee; provided, that in no event which shall the Company have the right to settle any Claim that imposes non-monetary penalties on Indemnitee without the prior written consent of Indemnitee which may not be granted unreasonably withheld or withheld in Indemnitee’s sole discretiondelayed.

Selection of Counsel. In the event the Company shall be is obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to participate in the proceeding and assume the control of the defense of such Claim Claim, with counsel reasonably approved by Indemnitee, which Indemnitee (such 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 I▇▇▇▇▇▇▇▇▇ and the retention of such counsel by the CompanyCompany for the benefit of Indemnitee, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel other than counsel retained by the Company on Indemnitee’s behalf subsequently incurred by Indemnitee with respect to the same Claim. Notwithstanding ; provided that, (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Claim at Indemnitee’s sole expense; (ii) Indemnitee shall have the right to employ Indemnitee’s own counsel in connection with such proceeding, at the expense of the Company's assumption of , if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of any such Claim, ; and (iii) if the Company shall be obligated to pay the Expenses of any Claim if (A) the employment of counsel by and Indemnitee has been previously authorized by the Company, (B) the Company shall have reasonably mutually concluded that there is a conflict of interest between the Company and Indemnitee them in the conduct of any such the defense such that Indemnitee needs to be separately represented, or (C) the Company shall not continue to retain counsel to defend of such Claim, then Indemnitee is entitled to retain its own counsel and the reasonable fees and expenses of Indemnitee’s counsel retained reasonably approved by Indemnitee the Company (such approval shall not be unreasonably withheld, delayed or conditioned) 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; provided, that in no event shall the Company have the right to settle any Claim that imposes non-monetary penalties on Indemnitee without the prior written consent of Indemnitee which may be granted or withheld in Indemnitee’s sole discretion.

Selection of Counsel. In the event the Company shall be obligated hereunder under Section 1(a) or (b) hereof to pay the Expenses of any ClaimIndemnitee, the Company shall be entitled to assume the defense of such Claim Proceeding, with counsel approved by Indemnitee, which approval Indemnitee (who shall not be unreasonably withheldwithhold such approval), 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 Claim. Notwithstanding Proceeding, provided that, (i) Indemnitee shall have the Company's assumption of the defense of right to employ his counsel in any Claimsuch proceeding at Indemnitee’s expense, the Company shall be obligated to pay the Expenses of any Claim and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized in writing by the Company, (B) the Company Indemnitee shall have reasonably concluded that there is may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense such and shall have notified the Company in writing thereof, (C) Indemnitee shall have reasonably concluded that there may be a conflict of interest between Indemnitee needs to be separately representedand other indemnitees of the Company being represented by counsel retained by the Company in the same Proceeding and shall have notified the Company in writing thereof, or (CD) the Company shall not continue to retain not, in fact, have employed counsel to defend assume the defense of such ClaimProceeding within a reasonable time frame, then the reasonable fees and expenses of Indemnitee’s counsel retained by Indemnitee 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; provided, that in no event shall the Company have the right to settle any Claim that imposes non-monetary penalties on Indemnitee without the prior written consent of Indemnitee which may be granted or withheld in Indemnitee’s sole discretion.

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of such Claim Claim, with counsel reasonably approved by the applicable Indemnitee, which approval shall not be unreasonably withheld, 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 Claim. Notwithstanding ; provided that, (i) the Indemnitee shall have the right to employ such Indemnitee's counsel in any such 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's assumption of , if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of any Claim, the Company shall be obligated to pay the Expenses of any Claim such proceeding; and (iii) if (A) the employment of counsel by the Indemnitee has been previously authorized by the Company, (B) the Company such Indemnitee shall have reasonably concluded that there is a conflict of interest between the Company and such Indemnitee in the conduct of any such defense such that Indemnitee needs to be separately representeddefense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of the Indemnitee's counsel retained by Indemnitee 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 claim against the Indemnitee without with the written consent of the Indemnitee; provided, Indemnitee that in no event shall the Company have the right to settle any Claim that imposes non-monetary penalties on Indemnitee without the prior written consent of Indemnitee which may not be granted or withheld in Indemnitee’s sole discretionunreasonably withheld.

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim, and the Company shall have confirmed to Indemnitee in writing that the maximum amount of Expenses that Indemnitee may incur in connection with the Claim in question will not exceed the Limit Amount in respect of such Claim, the Company shall be entitled to assume the defense of such 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 written confirmation and 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 Claim. Notwithstanding ; provided, that: (i) Indemnitee shall have the Companyright to employ Indemnitee's assumption of the defense of counsel in any Claimsuch Claim at Indemnitee's expense, the Company shall be obligated to pay the Expenses of any Claim and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) the Company Indemnitee shall have reasonably concluded that there is a potential conflict of interest between the Company and Indemnitee may arise in the conduct of any such defense such that Indemnitee needs to be separately representeddefense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee counsel retained by Indemnitee 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 claim against Indemnitee without the consent of the Indemnitee; Indemnitee provided, that in no event shall the Company have amount of such settlement does not exceed the right to settle Limit Amount and any Claim that imposes non-such settlement includes (i) a complete release discharge of indemnitee, and (ii) does not contain any admittance of wrong doing by Indemnitee, and (iii) is monetary penalties on Indemnitee without the prior written consent of Indemnitee which may be granted or withheld in Indemnitee’s sole discretiononly.

Selection of Counsel. In the event If the Company shall be obligated hereunder under Section 1 or Section 2 to pay the Expenses of any ClaimProceeding against Indemnitee, the Company shall be entitled to assume the defense of such Claim Proceeding (other than a Proceeding involving criminal proceedings, in which case the Indemnitee shall be entitled to assume the defense of such Proceeding and the Company shall have the right to employ separate counsel at Company’s expenses), with counsel approved consented to by Indemniteeindemnittee, which approval shall such consent not be being unreasonably withheld, upon the delivery to Indemnitee of written notice within five (5) business days following receipt of notice from Indemnitee pursuant to Section 2(b); provided that (x) the Company shall have acknowledged in writing to the Indemnitee its election so unqualified obligation to doindemnify the Indemnitee as provided hereunder, (y) the Company must conduct such defense actively and diligently thereafter to preserve its rights in this regard. 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 Claim. Notwithstanding Proceeding; provided that (i) Indemnitee shall have the Company's assumption of the defense of right to employ separate counsel in any Claim, the Company shall be obligated to pay the Expenses of any Claim such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) the Company Indemnitee shall have reasonably concluded that there is may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense such that Indemnitee needs to be separately representeddefense, or (C) the Company shall not continue to retain not, in fact, have employed counsel to defend assume the defense of such Claimproceeding, then the reasonable fees and expenses of Indemnitee’s counsel retained by Indemnitee 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; provided, that in no event shall the Company have the right to settle any Claim that imposes non-monetary penalties on Indemnitee without the prior written consent of Indemnitee which may be granted or withheld in Indemnitee’s sole discretion.

Selection of Counsel. In the event If the Company shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of such Claim Claim, with counsel approved by the Indemnitee, which approval shall not be unreasonably withheld, 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 Claim. Notwithstanding ; provided that, (i) the Company's assumption of Indemnitee shall have the defense of right to employ the Indemnitee’s counsel in any Claim, such Claim at the Company shall be obligated to pay the Expenses of any Claim Indemnitee’s expense and (ii) if (A) the employment of counsel by the Indemnitee has been previously authorized by the Company, (B) the Company Indemnitee shall have reasonably concluded that there is a conflict of interest between the Company and the Indemnitee in the conduct of any such defense and shall have promptly notified the Company in writing of such that Indemnitee needs to be separately representeddetermination, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of the Indemnitee’s counsel retained by Indemnitee 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 not settle any Claim against proceeding in any manner which would impose any penalty or limitation on the Indemnitee without the consent of the Indemnitee; provided, that in no event shall the Company have the right to settle any Claim that imposes non-monetary penalties on Indemnitee without the ’s prior written consent, which consent of Indemnitee which may shall not be granted unreasonably withheld or withheld in Indemnitee’s sole discretiondelayed.

Selection of Counsel. In the event the Company shall be obligated hereunder under Section 3.01 of this Agreement to pay the Expenses of any ClaimProceeding (in whole or in part) against Indemnitee, the Company Company, if appropriate, shall be entitled to assume the defense of such Claim Proceeding, 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 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 paid or incurred by Indemnitee with respect to the same Claim. Notwithstanding Proceeding, provided that (a) Indemnitee shall have the Company's assumption of the defense of right to employ his or her counsel in any Claim, the Company shall be obligated to pay the Expenses of any Claim such Proceeding at Indemnitee’s expense; and (b) if (A1) the employment of counsel by Indemnitee has been previously authorized by the Company, (B2)(i) the Company Indemnitee shall have reasonably concluded that there is may be a conflict of interest between the Company (or any other person or persons included in a joint defense) and Indemnitee in the conduct of any such defense or (ii) representation by such that Indemnitee needs to counsel retained by the Company would be separately representedprecluded under the applicable standards of professional conduct, or (C3) the Company shall not continue to retain not, in fact, have employed counsel to defend assume the defense of such ClaimProceeding, then the fees and expenses of Indemnitee’s counsel retained by Indemnitee shall be at the expense of the Company. The Company shall have not be entitled to assume the right to conduct such defense as it sees fit of any Proceeding (in its sole discretion, including the right to settle any Claim against Indemnitee without the consent whole or in part) brought by or on behalf of the Indemnitee; provided, that Company or as to which Indemnitee shall have reasonably made the conclusion provided for in no event shall the Company have the right to settle any Claim that imposes non-monetary penalties on Indemnitee without the prior written consent of Indemnitee which may be granted or withheld in Indemnitee’s sole discretionclause (2) above.

Selection of Counsel. In the event the Company shall be obligated hereunder under Section 4.01 of this Agreement to pay the Expenses of any ClaimProceeding (in whole or in part) against Indemnitee, the Company Company, if appropriate, shall be entitled to assume the defense of such Claim Proceeding, 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 paid or incurred by Indemnitee with respect to the same Claim. Notwithstanding Proceeding, provided that (a) Indemnitee shall have the Company's assumption of the defense of right to employ his or her counsel in any Claim, the Company shall be obligated to pay the Expenses of any Claim such Proceeding at Indemnitee’s expense; and (b) if (A1) the employment of counsel by Indemnitee has been previously authorized by the Company, (B2) the Company (i) Indemnitee shall have reasonably concluded that there is may be a conflict of interest between the Company (or any other person or persons included in a joint defense) and Indemnitee in the conduct of any such defense or (ii) representation by such that Indemnitee needs to counsel retained by the Company would be separately representedprecluded under the applicable standards of professional conduct, or (C3) the Company shall not continue to retain not, in fact, have employed counsel to defend assume the defense of such ClaimProceeding, then the fees and expenses of Indemnitee’s counsel retained by Indemnitee shall be at the expense of the Company. The Company shall have not be entitled to assume the right to conduct such defense as it sees fit of any Proceeding (in its sole discretion, including the right to settle any Claim against Indemnitee without the consent whole or in part) brought by or on behalf of the Indemnitee; provided, that Company or as to which Indemnitee shall have reasonably made the conclusion provided for in no event shall the Company have the right to settle any Claim that imposes non-monetary penalties on Indemnitee without the prior written consent of Indemnitee which may be granted or withheld in Indemnitee’s sole discretion(2) above.

Selection of Counsel. In the event the Company shall be obligated hereunder under Section 2(a) hereof to pay the Expenses expenses of any ClaimProceeding against Indemnitee, the Company Company, if appropriate, shall be entitled to assume the defense of such Claim Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery giving written notice to Indemnitee of written notice of its election so to do. After delivery of giving 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 counsel subsequently incurred by Indemnitee with respect to the same Claim. Notwithstanding Proceeding, provided that (i) Indemnitee shall have the Company's assumption of the defense of right to employ Indemnitee’s counsel in any Claim, the Company shall be obligated to pay the Expenses of any Claim such Proceeding at Indemnitee’s expense; and (ii) if (A) the Company has expressly authorized (and continues to authorize) the employment of counsel by Indemnitee has been previously authorized by at the Company’s expense, (B) the use of counsel chosen by the Company shall have reasonably concluded that there is to represent Indemnitee would present such counsel with a conflict of interest between the Company and Indemnitee in the conduct of any such defense such that Indemnitee needs to be separately represented, or (C) the Company shall not continue not, in fact, have employed counsel reasonably satisfactory to retain counsel to defend Indemnitee within a reasonable time after notice of the institution of such ClaimProceeding, then Indemnitee shall have the right to employ counsel, and the reasonable fees and expenses of such counsel retained by Indemnitee 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; provided, that in no event shall the Company have the right to settle any Claim that imposes non-monetary penalties on Indemnitee without the prior written consent of Indemnitee which may be granted or withheld in Indemnitee’s sole discretionaccordance herewith.

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim, the Company an Indemnitee shall be entitled to request that the Company assume the defense of such Claim Claim, with legal counsel approved by the Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee the Company of written notice of its election so to dodo so. After delivery of such notice, approval of such legal counsel by the Indemnitee and the retention of such legal 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 Claim. Notwithstanding ; provided that, (i) the Indemnitee shall have the right to employ such Indemnitee’s legal counsel in any such Claim at the Indemnitee’s expense; (ii) the Indemnitee shall have the right to employ its own legal counsel in connection with any such proceeding, at the expense of the Company's assumption of , if such legal counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of any Claim, the Company shall be obligated to pay the Expenses of any Claim such proceeding; and (iii) if (A) the employment of legal counsel by the Indemnitee has been previously authorized by the Company, (B) the Company such Indemnitee shall have reasonably concluded that there is a conflict of interest between the Company and such Indemnitee in the conduct of any such defense such that Indemnitee needs to be separately representeddefense, or (C) the Company shall not in fact continue to retain such legal counsel to defend such Claim, then the fees and expenses of the Indemnitee’s legal counsel retained by Indemnitee shall be at the expense of the Company. The Company shall have conduct the right to conduct such defense as it sees fit of the Indemnitee in its sole discretiongood faith and in consultation with the Indemnitee and legal counsel, including and the right to Company shall not settle any Claim claim against the Indemnitee without the express written consent of the Indemnitee; provided, that in no event shall the Company have the right to settle any Claim that imposes non-monetary penalties on Indemnitee without the prior written consent of Indemnitee which may shall not be granted or withheld in Indemnitee’s sole discretionunreasonably withheld.

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of such Claim Claim, with counsel approved by the applicable Indemnitee, which approval shall not be unreasonably withheld, 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 Claim. Notwithstanding ; provided that, (i) the CompanyIndemnitee shall have the right to employ such Indemnitee's assumption of counsel in any such Claim at the defense of any Claim, the Company shall be obligated to pay the Expenses of any Claim Indemnitee's expense and (ii) if (A) the employment of counsel by the Indemnitee has been previously authorized by the Company, (B) the Company such Indemnitee shall have reasonably concluded that there is a conflict of interest between the Company and such Indemnitee in the conduct of any such defense such that Indemnitee needs to be separately representeddefense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of the Indemnitee's counsel retained by Indemnitee 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 claim, action or proceeding against any Indemnitee without the consent of such Indemnitee, provided such settlement includes a full release of the Indemnitee; provided, that in no event shall Indemnitee by the Company have the right to settle any Claim that imposes non-monetary penalties on Indemnitee without the prior written consent of Indemnitee which may be granted claimant from all liabilities or withheld in Indemnitee’s sole discretionpotential liabilities under such claim.

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, delayed or conditioned, 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 Claim. Notwithstanding ; provided that, (i) Indemnitee shall have the Company's assumption of the defense of right to employ Indemnitee’s counsel in any Claim, the Company shall be obligated to pay the Expenses of any such Claim at Indemnitee expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) the Company Indemnitee shall have reasonably concluded that there is a conflict of interest between the Company and Indemnitee in the conduct of any such defense such that Indemnitee needs to be separately representeddefense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee’s counsel retained by Indemnitee 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; provided, including however, that the right Company shall not be entitled to settle any Claim claim against Indemnitee without the consent of the Indemnitee; provided, that in no event which consent shall not be unreasonably withheld, conditioned or delayed, unless the Company have settlement involves only the right to settle any Claim that imposes non-payment of monetary penalties relief for which the Indemnitee will be indemnified and does not include a statement or an admission of fault or culpability by or on Indemnitee without behalf of the prior written consent of Indemnitee which may be granted or withheld in Indemnitee’s sole discretion.

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses expenses of any ClaimIndemnitee pursuant to this Agreement, the Company shall be entitled to assume the defense of such Claim the Action 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 Claim. Notwithstanding Action; provided however, that, (i) Indemnitee shall have the Company's assumption of right to employ Indemnitee’s counsel in the defense of any Claim, the Company shall be obligated to pay the Expenses of any Claim Action at Indemnitee’s expense and (ii) if (Aa) the employment of counsel by Indemnitee in such Action has been previously authorized by the Company, (Bb) the Company Indemnitee shall have reasonably concluded that there is or may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense such that Indemnitee needs to be separately represented, or (Cc) the Company shall not continue to retain such counsel to defend such Claimthe Action, then the fees and expenses of Indemnitee’s counsel retained by Indemnitee shall be at the expense of the Company. The Company shall have not settle, compromise or consent to the right entry of any judgment with respect 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; provided, that in no event shall the Company have the right to settle any Claim that imposes non-monetary penalties on Indemnitee Action without the prior written consent of Indemnitee (which may shall not be granted unreasonably withheld or withheld in delayed), unless such settlement, compromise or consent includes an unconditional release of Indemnitee from all liability arising out of such Action (other than amounts to be paid by the Company on Indemnitee’s sole discretionbehalf pursuant to this Agreement or otherwise).

Selection of Counsel. In the event the Company shall be obligated hereunder under Section 3(a) hereof to pay the Expenses expenses of any Claimproceeding against Indemnitee, the Company Company, if appropriate, shall be entitled to assume the defense of such Claim proceeding, 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 Claim. Notwithstanding proceeding, provided that (i) Indemnitee shall have the Companyright to employ his or her counsel in any such proceeding at Indemnitee's assumption of the defense of any Claim, the Company shall be obligated to pay the Expenses of any Claim expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) the Company Indemnitee shall have reasonably concluded that there is may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense such that Indemnitee needs to be separately representeddefense, or (C) the Company shall not continue to retain not, in fact, have employed counsel to defend assume the defense of such Claimproceeding, then the fees and expenses of Indemnitee's counsel retained by Indemnitee shall be at the expense of the Company. (i) For purposes of this Agreement, a "Change of Control" shall be deemed to occur, unless previously consented to in writing by the Employee, upon (a) individuals who, as of the date hereof, constitute the Board of Directors of the Employer (the "Incumbent Board") ceasing for any reason to constitute at least a majority of the Board of Directors of the Employer (the "Board"); provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Employer's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs in connection with a Combination, as defined below, or as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board; (b) the acquisition of beneficial ownership (as determined pursuant to Rule 13d-3 promulgated under the Exchange Act) of 15% or more of the voting securities of the Employer by any person, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) not affiliated with the Employee or the Employer; provided, however, that no Change of Control shall be deemed to have occurred for purposes of this Agreement if such person, entity or group acquires beneficial ownership of 15% or more of the voting securities of the Employer (i) as a result of a combination of the Employer or a wholly-owned subsidiary of the Employer with such person, entity or group or another entity owned or controlled by such person, entity or group (whether effected by a merger, consolidation, sale of assets or exchange of stock or otherwise) (a "Combination") and (ii) (x) executive officers of the Employer (as designated by the Board for purposes of Section 16 of the Exchange Act) immediately prior to the Combination constitute not less than 50% of the executive officers of the Employer for a period of not less than six (6) months after the Combination (for purposes of calculating the executive officers of the Employer after the Combination, those executive officers who are terminated by the Employer for Cause or who terminate their employment without Good Reason shall be excluded from the calculation entirely), and (y) the members of the Incumbent Board immediately prior to the Combination constitute not less than 50% of the membership of the Board after the Combination and (z) after the Combination, more than 35% of the voting securities of the Employer is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners of the outstanding voting securities of the Employer immediately prior to the Combination, it being understood that while the existence of a Change in Control pursuant to this Section 6.4.2(b) may not be ascertainable for six (6) months after the Combination, if it is ultimately determined that such Combination constituted a Change in Control, the date of the Change of Control shall be the effective date of the Combination; (c) the commencement of a proxy contest against the management for the election of a majority of the Board of the Employer if the group conducting the proxy contest owns, has or gains the power to vote at least 15% of the voting securities of the Employer; (d) the consummation of a reorganization, merger or consolidation, or the sale, transfer or conveyance of all or substantially all of the assets of the Employer to any person or entity not affiliated with the Employee or the Employer unless, following such reorganization, merger, consolidation, sale, transfer or conveyance, the conditions set forth in clause (b)(ii) above are present; or (e) the complete liquidation or dissolution of the Employer. (ii) With respect to all matters arising after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control) concerning the rights of Indemnitee to indemnity payments and advancement of expenses under this Agreement, the Company shall seek legal advice only from independent counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld) (the "Independent Counsel"), and who has not otherwise performed services for the Company or the Indemnitee (other than in connection with indemnification matters) within the last five years. The Independent Counsel shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee's rights under this Agreement. Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee should be permitted to be indemnified under applicable law. The Company shall have agrees to pay 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 reasonable fees of the Indemnitee; providedIndependent Counsel and to indemnify fully such counsel against any and all expenses (including attorneys' fees), that in no event shall claims, liabilities, loss, and damages arising out of or relating to this Agreement or the Company have the right to settle any Claim that imposes non-monetary penalties on Indemnitee without the prior written consent engagement of Indemnitee which may be granted or withheld in Indemnitee’s sole discretionIndependent Counsel pursuant hereto.

Selection of Counsel. In the event the Company shall be obligated hereunder under Section 2(a) hereof to pay the Expenses expenses (including attorneys' fees) of any Claimaction, suit or proceeding against Indemnitee, the Company Company, if appropriate, shall be entitled to assume the defense of such Claim action, suit or proceeding, 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 Claim. Notwithstanding action, suit or proceeding, provided that (i) Indemnitee shall have the Companyright to employ counsel in any such action suit or proceeding at Indemnitee's assumption of the defense of any Claim, the Company shall be obligated to pay the Expenses of any Claim expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) the Company Indemnitee shall have reasonably concluded that there is may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense such that Indemnitee needs to be separately representeddefense, or (C) the Company shall not continue to retain not, in fact, have employed counsel to defend assume the defense of such Claimaction, suit or proceeding or (D) the Company is not financially or legally able to perform its indemnification obligations, then the fees and expenses of Indemnitee's counsel retained by Indemnitee shall be at the expense of the Company. The Company shall have not be entitled to assume the right to conduct such defense as it sees fit in its sole discretionof any claim, including action, suit or proceeding brought by or on behalf of the right to settle any Claim Company against Indemnitee without or as to which Indemnitee shall have made the consent of the Indemnitee; provided, that conclusion provided for in no event shall the Company have the right to settle any Claim that imposes non-monetary penalties on Indemnitee without the prior written consent of Indemnitee which may be granted (ii) (B) or withheld in Indemnitee’s sole discretion(D) above.

Selection of Counsel. In the event If the Company shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of such Claim Claim, with counsel approved by the Indemnitee, which approval shall not be unreasonably withheld, 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 Claim. Notwithstanding ; provided that, (i) the CompanyIndemnitee shall have the right to employ the Indemnitee's assumption of counsel in any such Claim at the defense of any Claim, the Company shall be obligated to pay the Expenses of any Claim Indemnitee's expense and (ii) if (A) the employment of counsel by the Indemnitee has been previously authorized by the Company, (B) the Company Indemnitee shall have reasonably concluded that there is a conflict of interest between the Company and the Indemnitee in the conduct of any such defense and shall have promptly notified the Company in writing of such that Indemnitee needs to be separately representeddetermination, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of the Indemnitee's counsel retained by Indemnitee 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 not settle any Claim against proceeding in any manner which would impose any penalty or limitation on the Indemnitee without the consent of the Indemnitee; provided, that in no event shall the Company have the right to settle any Claim that imposes non-monetary penalties on Indemnitee without the 's prior written consent, which consent of Indemnitee which may shall not be granted unreasonably withheld or withheld in Indemnitee’s sole discretiondelayed.

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of such Claim Claim, with counsel approved by the applicable Indemnitee, which approval shall not be unreasonably withheld, 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 Claim. Notwithstanding ; provided that, (i) the Company's assumption of Indemnitee shall have the defense of right to employ such Indemnitee’s counsel in any Claim, such Claim at the Company shall be obligated to pay the Expenses of any Claim Indemnitee’s expense and (ii) if (A) the employment of counsel by the Indemnitee has been previously authorized by the Company, (B) the Company such Indemnitee shall have reasonably concluded that there is a conflict of interest between the Company and such Indemnitee in the conduct of any such defense such that Indemnitee needs to be separately representeddefense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of the Indemnitee’s counsel retained by Indemnitee 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 claim, action or proceeding against any Indemnitee without the consent of such Indemnitee, provided such settlement includes a full release of the Indemnitee; provided, that in no event shall Indemnitee by the Company have the right to settle any Claim that imposes non-monetary penalties on Indemnitee without the prior written consent of Indemnitee which may be granted claimant from all liabilities or withheld in Indemnitee’s sole discretionpotential liabilities under such claim.

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of such Claim Claim, with counsel approved by reasonably satisfactory to the applicable Indemnitee, which approval shall not be unreasonably withheld, 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 Claim. Notwithstanding ; provided that, (i) the Indemnitee shall have the right to employ Indemnitee’s own counsel in any such Claim at the Indemnitee’s expense; (ii) the Indemnitee shall have the right to employ Indemnitee’s own counsel in connection with any such proceeding, at the expense of the Company's assumption of , if such counsel serves in a review, observer, advising and/or counseling capacity and does not otherwise materially control or participate in the defense of any Claim, the Company shall be obligated to pay the Expenses of any Claim such proceeding; and (iii) if either (A) the employment of counsel by the Indemnitee has been previously authorized by the Company, (B) the Company such Indemnitee shall have reasonably concluded that there is a conflict of interest between the Company and such Indemnitee in the conduct of any such defense such that Indemnitee needs to be separately representeddefense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of the Indemnitee’s counsel retained by Indemnitee 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; provided, that in no event shall the Company have the right to settle any Claim that imposes non-monetary penalties on Indemnitee without the prior written consent of Indemnitee which may be granted or withheld in Indemnitee’s sole discretion.

Selection of Counsel. In the event the Company shall be -------------------- obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of such Claim Claim, with counsel approved by the applicable Indemnitee, which approval shall not be unreasonably withheld, 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 Claim. Notwithstanding ; provided that, (i) the CompanyIndemnitee shall have the right to employ such Indemnitee's assumption of counsel in any such Claim at the defense of any Claim, the Company shall be obligated to pay the Expenses of any Claim Indemnitee's expense and (ii) if (A) the employment of counsel by the Indemnitee has been previously authorized by the Company, (B) the Company such Indemnitee shall have reasonably concluded that there is a conflict of interest between the Company and such Indemnitee in the conduct of any such defense such that Indemnitee needs to be separately representeddefense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of the Indemnitee's counsel retained by Indemnitee 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 claim against any Indemnitee without the consent of the such Indemnitee; provided, that in no event shall the Company have the right to settle any Claim that imposes non-monetary penalties on Indemnitee without the prior written consent of Indemnitee which may be granted or withheld in Indemnitee’s sole discretion.

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of such Claim Claim, with counsel reasonably approved by 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 Claim. Notwithstanding ; provided that, (i) the Indemnitee shall have the right to employ Indemnitee's counsel in any such 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's assumption of , if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of any Claim, the Company shall be obligated to pay the Expenses of any Claim such proceeding; and (iii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) the Company Indemnitee shall have reasonably concluded that there is a conflict of interest between the Company and Indemnitee in the conduct of any such defense such that Indemnitee needs to be separately representeddefense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee's counsel retained by Indemnitee 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; provided, that in no event shall the Company have the right to settle any Claim that imposes non-monetary penalties on Indemnitee without the prior written consent of Indemnitee which may be granted or withheld in Indemnitee’s sole discretion.

Selection of Counsel. In the event Upon notification of the Company shall be obligated hereunder to pay of the Expenses commencement of any ClaimProceeding as to which indemnification will or could be sought under this Agreement, the Company shall be entitled to assume the defense of such Claim Proceeding, 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 Claim. Notwithstanding Proceeding; provided, that (i) Indemnitee shall have the Company's assumption of the defense of right to employ his or her counsel in any Claim, the Company shall be obligated to pay the Expenses of any Claim such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) the Company Indemnitee shall have reasonably concluded that there is may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense such that Indemnitee needs to be separately represented, or (C) the Company shall not continue to retain within sixty (60) days, in fact, have employed counsel to defend assume the defense of such ClaimProceeding, then the fees and expenses Expenses of Indemnitee’s counsel retained by Indemnitee shall be at the expense of the Company. In the event separate counsel is retained by an Indemnitee pursuant to this Section 2(e), the Company shall cooperate with Indemnitee with respect to the defense of the Proceeding, including making documents, witnesses and other reasonable information related to the defense available to Indemnitee and such separate counsel pursuant to joint-defense agreements or confidentiality agreements, as appropriate. The Company shall have not be entitled to assume the right to conduct such defense as it sees fit in its sole discretion, including the right to settle of any Claim against Indemnitee without the consent Proceeding brought by or on behalf of the Indemnitee; provided, that Company or as to which Indemnitee shall have made the determination provided for in no event shall the Company have the right to settle any Claim that imposes non-monetary penalties on Indemnitee without the prior written consent of Indemnitee which may be granted or withheld in Indemnitee’s sole discretion(ii)(B) above.

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of such 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 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 Claim. Notwithstanding ; provided that (i) Indemnitee shall have the Company's assumption of the defense of right to employ Indemnitee’s counsel in any Claim, the Company shall be obligated to pay the Expenses of any such Claim at Indemnitee’s expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized in writing by the Company, (B) the Company Indemnitee shall have reasonably concluded that there is a conflict of interest between the Company and Indemnitee in the conduct of any such defense such that Indemnitee needs to be separately representeddefense, or (C) the Company shall not fails to assume, or fails to continue to retain counsel to defend the assumption of, the defense of such ClaimClaim in a timely manner, then the fees and expenses of Indemnitee’s counsel retained by Indemnitee 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 not settle any Claim against Indemnitee without the consent of the Indemnitee; providedaction, suit or proceeding in any manner that in no event shall the Company have the right to settle would impose any Claim that imposes non-monetary penalties expense, penalty or limitation on Indemnitee without the prior written consent of Indemnitee which may be granted or withheld in Indemnitee’s sole discretionwritten consent, which consent shall not be unreasonably withheld.

Selection of Counsel. In the event the Company shall be obligated hereunder under Section 2(a) hereof to pay the Expenses of any Claimaction, suit, arbitration, proceeding, inquiry or investigation against Indemnitee, the Company Company, if appropriate, shall be entitled to assume the defense of such Claim action, suit, arbitration, proceeding, inquiry or investigation, 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 Claim. Notwithstanding action, suit, arbitration, proceeding, inquiry or investigation; provided that, (i) Indemnitee shall have the Companyright to employ Indemnitee's assumption of the defense of counsel in any Claimsuch action, the Company shall be obligated to pay the Expenses of any Claim suit, arbitration, proceeding, inquiry or investigation at Indemnitee's expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) the Company Indemnitee shall have reasonably concluded that there is may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense such that Indemnitee needs to be separately represented, or (C) the Company shall not continue to retain such counsel to defend such Claimaction, suit, arbitration, proceeding, inquiry or investigation, then the fees and expenses Expenses of Indemnitee's counsel retained by Indemnitee 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; provided, that in no event shall the Company have the right to settle any Claim that imposes non-monetary penalties on Indemnitee without the prior written consent of Indemnitee which may be granted or withheld in Indemnitee’s sole discretion.

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim, and the Company shall have confirmed to Indemnitee in writing that the maximum amount of Expenses that Indemnitee may incur in connection with the Claim in question will not exceed the Limit Amount in respect of such Claim, the Company shall be entitled to assume the defense of such 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 dodo so. After delivery of such written confirmation and 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 Claim. Notwithstanding ; provided, that: (i) Indemnitee shall have the Companyright to employ Indemnitee's assumption of the defense of counsel in any Claimsuch Claim at Indemnitee's expense, the Company shall be obligated to pay the Expenses of any Claim and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) the Company Indemnitee shall have reasonably concluded that there is a potential conflict of interest between the Company and Indemnitee may arise in the conduct of any such defense such that Indemnitee needs to be separately representeddefense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee counsel retained by Indemnitee 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 claim against Indemnitee without the consent of the Indemnitee; Indemnitee provided, that in no event shall the Company have amount of such settlement does not exceed the right to settle Limit Amount and any Claim that imposes non-monetary penalties on Indemnitee without the prior written consent such settlement includes (i) a complete release and discharge of Indemnitee which may be granted or withheld in , and (ii) does not contain any admittance of wrong doing by Indemnitee’s sole discretion, and (iii) is monetary only.

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of such Claim Claim, 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 the 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 Claim. Notwithstanding ; provided, that (i) the CompanyIndemnitee shall have the right to employ Indemnitee's assumption of counsel in any such Claim at the defense of any Claim, the Company shall be obligated to pay the Expenses of any Claim Indemnitee's expense and (ii) if (A) the employment of counsel by the Indemnitee has been previously authorized by the Company, (B) the Company Indemnitee shall have reasonably concluded that there is a conflict of interest between the Company and Indemnitee in the conduct of any such defense such that or Indemnitee needs shall have any defense to be separately representeda Claim which is not available to the Company, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of the Indemnitee's counsel retained by Indemnitee 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 claim against Indemnitee without the consent of the such Indemnitee; provided, provided that in no event shall the Company have the right to settle any Claim that imposes non-monetary penalties on Indemnitee without the prior written consent of Indemnitee which may shall be granted obtained if Indemnitee would incur any liability or withheld suffer any material detriment in Indemnitee’s sole discretionconnection with the proposed settlement.

Selection of Counsel. In the event If the Company shall be obligated hereunder to pay the or advance Expenses of or indemnify Indemnitee with respect to any ClaimLosses, the Company shall be entitled to assume the defense of such Claim any related Claims, with counsel approved selected by the Company; provided, however, that following a Change of Control, such counsel shall be subject to the prior written approval of Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to doconditioned or delayed. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the CompanyCompany and the receipt of any approval required under the preceding sentence, 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 Claim. Notwithstanding the Company's assumption of the defense of such Claims; provided, that (i) Indemnitee shall have the right to employ counsel in connection with any Claimsuch Claim at Indemnitee’s expense, the Company shall be obligated to pay the Expenses of any Claim and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the CompanyCompany with respect to the period after the Company has retained counsel to defend such Claim and such authorization has not been withdrawn, (B) counsel for Indemnitee shall have provided the Company shall have reasonably concluded with a written legal opinion that there is, or there is reasonably likely to be, a conflict of interest between the Company and Indemnitee in the conduct of any such defense such that Indemnitee needs to be separately representeddefense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee’s counsel retained by Indemnitee 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; provided, that in no event shall the Company have the right to settle any Claim that imposes non-monetary penalties on Indemnitee without the prior written consent of Indemnitee which may be granted or withheld in Indemnitee’s sole discretion.

Selection of Counsel. In the event the Company shall be -------------------- obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of such 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 Claim. Notwithstanding ; provided that, (i) Indemnitee shall have the Companyright to -------- employ Indemnitee's assumption of the defense of counsel in any Claim, the Company shall be obligated to pay the Expenses of any such Claim at Indemnitee's expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) the Company Indemnitee shall have reasonably concluded that there is a conflict of interest between the Company and Indemnitee in the conduct of any such defense such that Indemnitee needs to be separately representeddefense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee counsel retained by Indemnitee 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 claim against Indemnitee without the consent of the Indemnitee; provided, that in no event shall the Company have the right to settle any Claim that imposes non-monetary penalties on Indemnitee without the prior written consent of Indemnitee which may be granted or withheld in Indemnitee’s sole discretion.

Selection of Counsel. In the event the Company shall be obligated hereunder under Section 2(a) hereof to pay the Expenses of any Claimaction, suit, arbitration, proceeding, inquiry or investigation against Indemnitee, the Company Company, if appropriate, shall be entitled to assume the defense of such Claim action, suit, arbitration, proceeding, inquiry or investigation, 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 Claim. Notwithstanding action, suit, arbitration, proceeding, inquiry or investigation; provided that, (i) Indemnitee shall have the Company's assumption of the defense of right to employee Indemnitee’s counsel in any Claimsuch action, the Company shall be obligated to pay the Expenses of any Claim suit, arbitration, proceeding, inquiry or investigation at Indemnitee’s expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) the Company Indemnitee shall have reasonably concluded that there is may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense such that Indemnitee needs to be separately represented, or (C) the Company shall not continue to retain such counsel to defend such Claimaction, suit, arbitration, proceeding, inquiry or investigation, then the fees and expenses Expenses of counsel retained by Indemnitee 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; provided, that in no event shall the Company have the right to settle any Claim that imposes non-monetary penalties on Indemnitee without the prior written consent of Indemnitee which may be granted or withheld in Indemnitee’s sole discretion.

Selection of Counsel. In the event the Company shall be -------------------- obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of such Claim Claim, with counsel approved by Indemnitee, the applicable Indemnitee (which approval shall not be unreasonably withheld), 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 Claim. Notwithstanding ; provided that, (i) the CompanyIndemnitee shall have the right to employ such Indemnitee's assumption of counsel in any such Claim at the defense of any Claim, the Company shall be obligated to pay the Expenses of any Claim Indemnitee's expense and (ii) if (A) the employment of counsel by the Indemnitee has been previously authorized by the Company, (B) the Company such Indemnitee shall have reasonably concluded that there is a conflict of interest between the Company and such Indemnitee in the conduct of any such defense such that Indemnitee needs to be separately representeddefense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of the Indemnitee's counsel retained by Indemnitee 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 claim against any Indemnitee without the consent of the such Indemnitee; provided, that in no event shall the Company have the right to settle any Claim that imposes non-monetary penalties on Indemnitee without the prior written consent of Indemnitee which may be granted or withheld in Indemnitee’s sole discretion.

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of such Claim Claim, with counsel reasonably approved by the applicable 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 Claim. Notwithstanding ; provided that, (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Claim at Indemnitee’s expense; (ii) Indemnitee shall have the right to employ its own counsel in connection with any such proceeding, and the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company's assumption of , if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of any Claim, the Company shall be obligated to pay the Expenses of any Claim such proceeding; and (iii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) the Company Indemnitee shall have reasonably concluded that there is a conflict of interest between the Company and Indemnitee in the conduct of any such defense such that Indemnitee needs to be separately representeddefense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then Indemnitee shall have the right to employ its own counsel and the fees and expenses of Indemnitee’s counsel retained by Indemnitee 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; provided, that in no event shall the Company have the right to settle any Claim that imposes non-monetary penalties on Indemnitee without the prior written consent of Indemnitee which may be granted or withheld in Indemnitee’s sole discretion.

Selection of Counsel. In the event the Company shall be If Bending Spoons is obligated hereunder under section 3.1 to pay the Expenses of any ClaimProceeding against Indemnitee, the Company shall be entitled to Bending Spoons may, by giving Indemnitee written notice, assume the defense of such Claim Proceeding with counsel approved by Indemnitee, which Indemnitee (such approval shall not to be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to doconditioned, or delayed). After delivery of No later than ten business days after receiving such notice, Indemnitee shall notify Bending Spoons in writing of its approval or objection to the proposed counsel. If Indemnitee fails to respond within such period, the proposed counsel will be deemed approved. After the approval (or deemed approval) of such counsel by Indemnitee I▇▇▇▇▇▇▇▇▇ and the retention of such counsel by the CompanyBending Spoons in accordance with this section, the Company Bending Spoons will not be liable to Indemnitee under this Agreement agreement for any fees Expenses of Indemnitee’s counsel subsequently incurred by Indemnitee with respect to the same Claim. Notwithstanding the Company's assumption of the defense of any ClaimProceeding, the Company shall be obligated to pay the Expenses of any Claim if unless (A1) the employment engagement of counsel by I▇▇▇▇▇▇▇▇▇ has been authorized by Bending Spoons, or (2) Indemnitee has been previously authorized by the Company, (B) the Company shall have reasonably concluded that there is may be a conflict of interest between the Company Bending Spoons and Indemnitee in the conduct of any such defense such that Indemnitee needs to be separately representeddefense, or (C3) the Company shall Bending Spoons has not continue to retain engaged counsel to defend assume the defense of such ClaimProceeding within sixty days after receipt of Indemnitee’s notice under section 3.3. Notwithstanding the foregoing, then the fees and expenses of counsel retained by Indemnitee shall be at the expense of the Company. The Company shall will have the right to conduct engage its own counsel in any 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; provided, that in no event shall the Company have the right to settle any Claim that imposes non-monetary penalties on Indemnitee without the prior written consent of Indemnitee which may be granted or withheld in Proceeding at Indemnitee’s sole discretionexpense.

Selection of Counsel. In the event the Company shall be obligated hereunder to pay provide indemnification for or make any Expense Advances with respect to the Expenses of any Claim, the Company Company, if appropriate, shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee, Indemnitee (which approval shall not be unreasonably withheld, ) upon the delivery to Indemnitee of written notice of its the Company's 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 or expenses of separate counsel subsequently incurred employed by or on behalf of Indemnitee with respect to the same Claim. Notwithstanding ; provided that, (i) Indemnitee shall have the Companyright to employ Indemnitee's assumption of the defense of separate counsel in any Claim, the Company shall be obligated to pay the Expenses of any such Claim at Indemnitee's expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) the Company Indemnitee shall have reasonably concluded that there is may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense such that Indemnitee needs to be separately representeddefense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee's separate counsel retained by Indemnitee shall be at the expense of the Expenses for which Indemnitee may receive indemnification or Expense Advances hereunder. Settlement by Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right be permitted to settle any Claim against Indemnitee without the consent of the Indemnitee; provided, action except that in no event it shall the Company have the right to not settle any Claim that imposes non-monetary penalties action or claim in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee's written consent. Neither the prior written Company nor Indemnitee will unreasonably withhold its consent of Indemnitee which may be granted or withheld in Indemnitee’s sole discretionto any proposed settlement.

Selection of Counsel. In the event Indemnitee shall provide written notice (a “Claim Notice”) to the Company shall be obligated hereunder to pay the Expenses promptly after receiving notice of any ClaimProceeding initiated by a third party that may give rise to a claim for indemnification hereunder. Following its receipt of the Claim Notice, the Company shall be entitled to assume the defense of such Claim Proceeding with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election to do so to dowithin 30 days of its receipt of the Claim Notice. 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 Claim. Notwithstanding Proceeding; provided that (i) Indemnitee shall have the Company's assumption of the defense of right to employ Indemnitee’s counsel in any Claim, the Company shall be obligated to pay the Expenses of any Claim such Proceeding at Indemnitee’s expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) the Company Indemnitee shall have reasonably concluded that there is a conflict of interest between the Company and Indemnitee in the conduct of any such defense such that Indemnitee needs to be separately representeddefense, or (C) the Company shall not continue to retain such counsel to defend such ClaimProceeding, then the fees and expenses of Indemnitee’s counsel retained by Indemnitee 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; provided, that in no event shall the Company have the right to settle any Claim that imposes non-monetary penalties on Indemnitee without the prior written consent of Indemnitee which may be granted or withheld in Indemnitee’s sole discretion.

Selection of Counsel. In the event the Company Corporation shall be obligated hereunder under this Section 3 to pay indemnify the Expenses of any ClaimIndemnified Party, the Company Corporation shall be entitled to assume the defense defence of such Claim with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, Proceeding upon the delivery to Indemnitee the Indemnified Party of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee notice and the retention of such counsel by the CompanyCorporation, the Company will Corporation shall not be liable to Indemnitee the Indemnified Party under this Agreement for any fees of counsel subsequently incurred by Indemnitee the Indemnified Party with respect to the same Claim. Notwithstanding Proceeding, provided that (i) the CompanyIndemnified Party shall have the right to employ his or her own counsel in any such Proceeding at the Indemnified Party's assumption of the defense of any Claim, the Company shall be obligated to pay the Expenses of any Claim expense; and (ii) if (A) the employment of counsel by Indemnitee the Indemnified Party has been previously authorized by the CompanyCorporation, (B) the Company Indemnified Party shall have reasonably concluded been advised in a written opinion of counsel acceptable to the Corporation, acting reasonably, addressed to the Indemnified Party and to the Corporation stating that there is may be a conflict of interest between the Company Corporation and Indemnitee the Indemnified Party in the conduct of any such defense such that Indemnitee needs to be separately representeddefence, or (C) the Company Corporation shall not continue to retain not, in fact, have employed counsel to defend assume the defense of such ClaimProceeding, then the fees and expenses (including Expenses) of the Indemnified Party's counsel retained by Indemnitee shall be at borne by 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; provided, that in no event shall the Company have the right to settle any Claim that imposes non-monetary penalties on Indemnitee without the prior written consent of Indemnitee which may be granted or withheld in Indemnitee’s sole discretionCorporation.

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of such 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 Claim. Notwithstanding the Company's ’s assumption of the defense of any Claim, the Company shall be obligated to pay the Expenses of any Claim if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) the Company shall have reasonably concluded that there is a conflict of interest between the Company and Indemnitee in the conduct of any such defense such that Indemnitee needs to be separately represented, or (C) the Company shall not continue to retain counsel to defend such Claim, then the fees and expenses of counsel retained by Indemnitee 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; provided, that in no event shall the Company have the right to settle any Claim that imposes non-monetary penalties on Indemnitee without the prior written consent of Indemnitee which may be granted or withheld in Indemnitee’s sole discretion.

Selection of Counsel. In the event the Company shall be obligated hereunder under Section 8 hereof to pay the Expenses expenses of any ClaimProceeding against Indemnitee, the Company Company, if appropriate, shall be entitled to assume the defense of such Claim Proceeding, 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 paid or incurred by Indemnitee with respect to the same Claim. Notwithstanding Proceeding, provided that (a) Indemnitee shall have the Company's assumption of the defense of right to employ his counsel in any Claim, the Company shall be obligated to pay the Expenses of any Claim such Proceeding at Indemnitee’s expense; and (b) if (A1) the employment of counsel by Indemnitee has been previously authorized by the Company, (B2) the Company Indemnitee shall have reasonably concluded that there is may be a conflict of interest between the Company (or any other person or persons included in a joint defense) and Indemnitee in the conduct of any such defense or representation by such that counsel retained by the Company which would preclude such counsel from representing both the Indemnitee needs to be separately representedand the Company (or any other person or persons included in a joint defense) under the applicable standards of professional conduct, or (C3) the Company shall not continue to retain not, in fact, have employed counsel to defend assume the defense of such ClaimProceeding, then the fees and expenses of Indemnitee’s counsel retained by Indemnitee shall be at the expense of the Company. The Company shall have not be entitled to assume the right to conduct such defense as it sees fit in its sole discretion, including the right to settle of any Claim against Indemnitee without the consent Proceeding brought by or on behalf of the Indemnitee; provided, that Company or as to which Indemnitee shall have reasonably made the conclusion provided for in no event shall the Company have the right to settle any Claim that imposes non-monetary penalties on Indemnitee without the prior written consent of Indemnitee which may be granted or withheld in Indemnitee’s sole discretion(2) above.

Selection of Counsel. In the event the Company shall be obligated hereunder -------------------- under Section 1(a) or (b) hereof to pay the Expenses expenses of any Claimproceeding against Indemnitee, the Company shall be entitled to assume the defense of such Claim proceeding, with counsel approved by Indemnitee, Indemnitee (which approval shall not be unreasonably withheldwithhold such approval), 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 Claim. Notwithstanding proceeding, provided, that, (i) Indemnitee shall have the Companyright to employ his counsel in any -------- ---- such proceeding at Indemnitee's assumption of the defense of any Claim, the Company shall be obligated to pay the Expenses of any Claim expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized in writing by the Company, (B) the Company Indemnitee shall have reasonably concluded that there is may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense such and shall have notified the Company in writing thereof, (C) Indemnitee shall have reasonably concluded that there may be a conflict of interest between Indemnitee needs to be separately represented, and other indemnitees of the Company being represented by counsel retained by the Company in the same proceeding and shall have notified the Company in writing thereof or (CD) the Company shall not continue to retain not, in fact, have employed counsel to defend assume the defense of such Claimproceeding, then the fees and expenses of Indemnitee's counsel retained by Indemnitee 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; provided, that in no event shall the Company have the right to settle any Claim that imposes non-monetary penalties on Indemnitee without the prior written consent of Indemnitee which may be granted or withheld in Indemnitee’s sole discretion.

Selection of Counsel. In the event the Company shall be is obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to participate in the proceeding and assume the control of the defense of such Claim Claim, with counsel reasonably approved by Indemnitee, which Indemnitee (such 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 Claim. Notwithstanding ; provided that, (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Claim at Indemnitee’s sole expense; (ii) Indemnitee shall have the right to employ Indemnitee’s own counsel in connection with such proceeding, at the expense of the Company's assumption of , if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of any such Claim, ; and (iii) if the Company shall be obligated to pay the Expenses of any Claim if (A) the employment of counsel by and Indemnitee has been previously authorized by the Company, (B) the Company shall have reasonably mutually concluded that there is a conflict of interest between the Company and Indemnitee them in the conduct of any such the defense such that Indemnitee needs to be separately represented, or (C) the Company shall not continue to retain counsel to defend of such Claim, then Indemnitee is entitled to retain its own counsel and the reasonable fees and expenses of Indemnitee’s counsel retained reasonably approved by Indemnitee the Company (such approval shall not be unreasonably withheld, delayed or conditioned) 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; provided, that in no event shall the Company have the right to settle any Claim that imposes nonIndemnification Agreement-monetary penalties on Indemnitee without the prior written consent of Indemnitee which may be granted or withheld in Indemnitee’s sole discretion.D▇. ▇▇▇▇▇ 6.21.18 - 5 -

Selection of Counsel. In the event the Company shall be -------------------- obligated hereunder under this ARTICLE 3 to pay the Expenses of any Claimindemnify Indemnitee, the Company shall be entitled to assume the defense of such Claim Proceeding, 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. In this regard, Loeb & Loeb LLP is hereby approved by Indemnitee as counsel for the Company. 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 Claim. Notwithstanding Proceeding, provided that (i) Indemnitee shall have the Companyright to employ his own counsel in any such Proceeding at Indemnitee's assumption of the defense of any Claim, the Company shall be obligated to pay the Expenses of any Claim expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) the Company Indemnitee shall have reasonably concluded that there is may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense such that Indemnitee needs to be separately representeddefense, or (C) the Company shall not continue to retain not, in fact, have employed counsel to defend assume the defense of such ClaimProceeding, then the fees and expenses of Indemnitee's counsel retained by Indemnitee shall be at the expense of borne by 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; provided, that in no event shall the Company have the right to settle any Claim that imposes non-monetary penalties on Indemnitee without the prior written consent of Indemnitee which may be granted or withheld in Indemnitee’s sole discretion.

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, delayed or conditioned, 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 Claim. Notwithstanding ; provided that, (i) Indemnitee shall have the Company's assumption of the defense of right to employ Indemnitee’s counsel in any Claim, the Company shall be obligated to pay the Expenses of any such Claim at Indemnitee’s expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) the Company shall have reasonably concluded that there is a conflict of interest between the Company and Indemnitee in the conduct of any such defense such that Indemnitee needs to be separately representeddefense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee’s counsel retained by Indemnitee 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; provided, including however, that the right Company shall not be entitled to settle any Claim claim against Indemnitee without the consent of the Indemnitee; provided, that in no event which consent shall not be unreasonably withheld, conditioned or delayed, unless the Company have settlement involves only the right to settle any Claim that imposes non-payment of monetary penalties relief for which the Indemnitee will be indemnified and does not include a statement or an admission of fault or culpability by or on Indemnitee without behalf of the prior written consent of Indemnitee which may be granted or withheld in Indemnitee’s sole discretion.

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of such Claim Claim, with counsel approved by the applicable Indemnitee, which approval shall not be unreasonably withheld, 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 Claim. Notwithstanding ; provided that, (i) the CompanyIndemnitee shall have the right to employ such Indemnitee's assumption of counsel in any such Claim at the defense of any Claim, the Company shall be obligated to pay the Expenses of any Claim Indemnitee's expense and (ii) if (A) the employment of counsel by the Indemnitee has been previously authorized by the Company, (B) the Company such Indemnitee shall have reasonably concluded that there is a conflict of interest between the Company and such Indemnitee in the conduct of any such defense such that Indemnitee needs to be separately representeddefense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of the Indemnitee's counsel retained by Indemnitee 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 claim against any Indemnitee without the consent of the such Indemnitee; provided, that in no event shall the Company have the right to settle any Claim that imposes non-monetary penalties on Indemnitee without the prior written consent of Indemnitee which may be granted or withheld in Indemnitee’s sole discretion.

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of such Claim Claim, with counsel reasonably approved by the applicable Indemnitee, which approval shall not be unreasonably withheld, 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 Claim. Notwithstanding ; provided that, (i) the Indemnitee shall have the right to employ such Indemnitee's counsel in any such Claim at the Indemnitee'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's assumption of , if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of any Claim, the Company shall be obligated to pay the Expenses of any Claim such proceeding; and (iii) if (A) the employment of counsel by the Indemnitee has been previously authorized by the Company, (B) the Company such Indemnitee shall have reasonably concluded that there is a conflict of interest between the Company and such Indemnitee in the conduct of any such defense such that Indemnitee needs to be separately representeddefense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of the Indemnitee's counsel retained by Indemnitee 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 claim against Indemnitee without with the consent of the Indemnitee; provided, that in no event shall the Company have the right to settle any Claim that imposes non-monetary penalties on Indemnitee without the prior written consent of Indemnitee which may shall not be granted or withheld in Indemnitee’s sole discretionunreasonably withheld.

Selection of Counsel. In the event If the Company shall be obligated hereunder to pay the or advance Expenses of or indemnify Indemnitee with respect to any ClaimLosses, the Company shall be entitled to assume the defense of such Claim any related Claims, with counsel approved selected by the Company and reasonably acceptable to Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to doconditioned or delayed. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the CompanyCompany and the receipt of any approval required under the preceding sentence, 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 Claim. Notwithstanding the Company's assumption of the defense of such Claims; provided, however, that: (i) Indemnitee shall have the right to employ counsel in connection with any Claim, the Company shall be obligated to pay the Expenses of any such Claim at Indemnitee’s expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the CompanyCompany with respect to the period after the Company has retained counsel to defend such Claim and such authorization has not been withdrawn, (B) counsel for Indemnitee or counsel for the Company shall have reasonably concluded has provided the Company with a written opinion that there is or there is reasonably likely to be a conflict of interest between the Company and Indemnitee on any significant issue in the conduct of any such defense such that Indemnitee needs to be separately represented, or (C) the Company shall not continue to retain has ceased its retention of such counsel to defend such Claim, then the fees and expenses of Indemnitee’s counsel retained by Indemnitee 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 discretionnot be entitled, including the right to settle any Claim against Indemnitee without the consent of Indemnitee, to assume 4894-3716-4339v.1 the Indemnitee; provided, that defense of any Claim brought by or in no event shall the right of the Company or as to which counsel for the Company or counsel for the Indemnitee shall have reasonably made the right to settle any Claim that imposes non-monetary penalties on Indemnitee without conclusion provided for in clause (B) in the prior written consent of Indemnitee which may be granted or withheld in Indemnitee’s sole discretionimmediately preceding sentence.

Selection of Counsel. In the event the Company IBC shall be obligated hereunder under Section 2 hereof to pay the Expenses of any ClaimProceeding against the Indemnitee, the Company IBC, if appropriate, shall be entitled to assume the defense of such Claim Proceeding with counsel approved by the Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to the Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the CompanyIBC, the Company will IBC shall not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same Claim. Notwithstanding Proceeding, provided that: (i) the Company's assumption of Indemnitee shall have the defense of right to employ its counsel in any Claim, such Proceeding at the Company shall be obligated to pay the Expenses of any Claim Indemnitee’s expense; and (ii) if (A) the employment of counsel by the Indemnitee has been previously authorized by the CompanyIBC, (B) the Company Indemnitee shall have reasonably concluded that there is may be a conflict of interest between IBC and the Company and Indemnitee in the conduct of any such defense such that Indemnitee needs to be separately representeddefense, or (C) the Company IBC shall not continue to retain not, in fact, have employed counsel to defend assume the defense of such ClaimProceeding, then the fees and expenses of the Indemnitee’s counsel retained by Indemnitee 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; provided, that in no event shall the Company have the right to settle any Claim that imposes non-monetary penalties on Indemnitee without the prior written consent of Indemnitee which may be granted or withheld in Indemnitee’s sole discretionIBC.

Selection of Counsel. In the event the Company shall be obligated -------------------- hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of such 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 Claim. Notwithstanding ; provided that, (i) Indemnitee shall have the Company's assumption of the defense of right to employ Indemnitees' counsel in any Claim, the Company shall be obligated to pay the Expenses of any such Claim at Indemnitee expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) the Company Indemnitee shall have reasonably concluded that there is a conflict of interest between the Company and Indemnitee in the conduct of any such defense such that Indemnitee needs to be separately representeddefense, or (C) the Company shall not continue to retain such counsel as selected by the Company and approved by Indemnitee to defend such Claim, then the Company shall be liable for the fees and expenses of counsel retained by Indemnitee shall be at the expense of the CompanyIndemnitee's counsel. 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 claim against Indemnitee without the consent of the Indemnitee; provided, that in no event shall the Company have the right to settle any Claim that imposes non-monetary penalties on Indemnitee without the prior written consent of Indemnitee which may be granted or withheld in Indemnitee’s sole discretion.

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claimaction, suit, proceeding, inquiry or investigation, the Company Company, except as otherwise provided below, shall be entitled to assume the defense of such Claim action, suit, proceeding, inquiry or investigation at its own expense 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 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 Claimaction, suit, proceeding, inquiry or investigation, other than as provided below. Notwithstanding The Company shall not settle any Proceeding in any manner which would impose any penalty or limitation on the CompanyIndemnitee without the Indemnitee's written consent (which approval shall not be unreasonably withheld). The Indemnitee shall have the right to employ Indemnitee's own counsel in any such action, suit, proceeding, inquiry or investigation, but the fees and expenses of such counsel incurred after written notice from the Company of its assumption of the defense of any Claim, the Company thereof shall be obligated to pay at the Expenses expense of any Claim if the Indemnitee, unless (Ai) the employment of counsel by the Indemnitee has been previously authorized by the Company, or, following a Change in Control (Bother than a Change in Control approved by a majority of the members of the Board of Directors who were directors immediately prior to such Change in Control), the employment of counsel by the Indemnitee has been approved by the Independent Legal Counsel, (ii) the Company Indemnitee shall have reasonably concluded that there is may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense such that Indemnitee needs to be separately representeddefense, or (Ciii) the Company shall not in fact have employed or retained or shall not in fact continue to employ or retain counsel to defend assume the defense of such Claimaction, then suit, proceeding, inquiry or investigation, in each of which cases the fees and expenses of the Indemnitee's counsel retained by Indemnitee shall be at the expense of the Company. The Company shall have not be entitled to assume or control the right to conduct such defense as it sees fit in its sole discretionof any action, including the right to settle any Claim against Indemnitee without the consent suit, proceeding, inquiry or investigation brought by or on behalf of the Indemnitee; provided, Company or as to which the Indemnitee has made the conclusion that in no event shall there may be a conflict of interest between the Company have and the right to settle any Claim that imposes non-monetary penalties on Indemnitee without the prior written consent of Indemnitee which may be granted or withheld in Indemnitee’s sole discretion.

Selection of Counsel. In the event the Company shall be obligated hereunder -------------------- under Section 1(b) or (c) hereof to pay the Expenses of any ClaimProceeding against Indemnitee, the Company shall be entitled to assume the defense of such Claim Proceeding, with counsel approved by Indemnitee, which approval Indemnitee (who shall not be unreasonably withheldwithhold such approval), 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 Claim. Notwithstanding Proceeding, provided that, (i) Indemnitee -------- ---- shall have the Companyright to employ Indemnitee's assumption of the defense of counsel in any Claim, the Company shall be obligated to pay the Expenses of any Claim such proceeding at Indemnitee's expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized in writing by the Company, (B) the Company Indemnitee shall have reasonably concluded that there is may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense such and shall have notified the Company in writing thereof, (C) Indemnitee shall have reasonably concluded that there may be a conflict of interest between Indemnitee needs to be separately representedand other indemnitees of the Company being represented by counsel retained by the Company in the same Proceeding and shall have notified the Company in writing thereof, or (CD) the Company shall not continue to retain not, in fact, have employed counsel to defend assume the defense of such ClaimProceeding within a reasonable time frame, then the reasonable fees and expenses of Indemnitee's counsel retained by Indemnitee 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; provided, that in no event shall the Company have the right to settle any Claim that imposes non-monetary penalties on Indemnitee without the prior written consent of Indemnitee which may be granted or withheld in Indemnitee’s sole discretion.

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of such Claim Claim, with legal counsel reasonably approved by the Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to such Indemnitee of written notice of its election so to dodo so. After delivery of such notice, approval of such legal counsel by the Indemnitee and the retention of such legal 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 Claim. Notwithstanding ; provided that, (i) the Indemnitee shall have the right to employ such Indemnitee’s legal counsel in any such Claim at the Indemnitee’s expense; (ii) the Indemnitee shall have the right to employ its own legal counsel in connection with any such proceeding, at the expense of the Company's assumption of , if such legal counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of any Claim, the Company shall be obligated to pay the Expenses of any Claim such proceeding; and (iii) if (A) the employment of legal counsel by the Indemnitee has been previously authorized by the Company, (B) the Company such Indemnitee shall have reasonably concluded that there is a conflict of interest between the Company and such Indemnitee in the conduct of any such defense such that Indemnitee needs to be separately representeddefense, or (C) the Company shall not in fact continue to retain such legal counsel to defend such Claim, then the fees and expenses of the Indemnitee’s legal counsel retained by Indemnitee 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; provided, that in no event shall the Company have the right to settle any Claim that imposes non-monetary penalties on Indemnitee without the prior written consent of Indemnitee which may be granted or withheld in Indemnitee’s sole discretion.

Selection of Counsel. In the event If the Company shall be obligated hereunder to pay the or advance Expenses of or indemnify Indemnitee with respect to any ClaimLosses, the Company shall be entitled to assume the defense of such Claim any related Claims, with counsel approved selected by the Company; provided, that such counsel shall be subject to the prior written approval of Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to doconditioned or delayed. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the CompanyCompany and the receipt of any approval required under the preceding sentence, 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 Claim. Notwithstanding the Company's assumption of the defense of such Claims; provided, that (i) Indemnitee shall have the right to employ counsel in connection with any Claimsuch Claim at Indemnitee’s expense, the Company shall be obligated to pay the Expenses of any Claim and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the CompanyCompany with respect to the period after the Company has retained counsel to defend such Claim and such authorization has not been withdrawn, (B) counsel for Indemnitee shall have provided the Company shall have reasonably concluded with a written legal opinion that there is, or there is reasonably likely to be, a conflict of interest between the Company and Indemnitee in the conduct of any such defense such that Indemnitee needs to be separately representeddefense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee’s counsel retained by Indemnitee 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; provided, that in no event shall the Company have the right to settle any Claim that imposes non-monetary penalties on Indemnitee without the prior written consent of Indemnitee which may be granted or withheld in Indemnitee’s sole discretion.

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of such Claim Claim, with counsel approved by the applicable Indemnitee, which approval shall not be unreasonably withheld, 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 Claim. Notwithstanding ; provided that, (i) the CompanyIndemnitee shall have the right to employ such Indemnitee's assumption of counsel in any such Claim at the defense of any Claim, the Company shall be obligated to pay the Expenses of any Claim Indemnitee's expense and (ii) if (A) the employment of counsel by the Indemnitee has been previously authorized by the Company, (B) the Company such Indemnitee shall have reasonably concluded that there is a conflict of interest between the Company and such Indemnitee in the conduct of any such defense such that Indemnitee needs to be separately representeddefense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of the Indemnitee's counsel retained by Indemnitee shall be at the expense of the Company. The Company shall have the right to conduct such its defense as it sees fit in its sole discretion, including including, without limitation, the right to settle any Claim claim against Indemnitee without any Indemnitee; provided that, the consent of the Indemnitee; providedsuch Indemnitee shall have been obtained, that in no event shall the Company have the right such consent not to settle any Claim that imposes non-monetary penalties on Indemnitee without the prior written consent of Indemnitee which may be granted or withheld in Indemnitee’s sole discretionunreasonably withheld.

Selection of Counsel. In the event the Company shall be -------------------- obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of such Claim Claim, with counsel approved by the applicable Indemnitee, which approval shall not be unreasonably withheld, 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 Claim. Notwithstanding ; provided that, (i) the CompanyIndemnitee shall have the right to employ such Indemnitee's assumption of counsel in any such Claim at the defense of any Claim, the Company shall be obligated to pay the Expenses of any Claim Indemnitee's expense and (ii) if (A) [a] the employment of counsel by the Indemnitee has been previously authorized by the Company, (B) the Company [b] such Indemnitee shall have reasonably concluded that there is a conflict of interest between the Company and such Indemnitee in the conduct of any such defense such that Indemnitee needs to be separately representeddefense, or (C) [c] the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of the Indemnitee's counsel retained by Indemnitee 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 claim against the Indemnitee without the consent of the such Indemnitee; provided, that in no event shall the Company have the right to settle any Claim that imposes non-monetary penalties on Indemnitee without the prior written consent of Indemnitee which may be granted or withheld in Indemnitee’s sole discretion.

Selection of Counsel. In the event the Company Indemnitors shall be obligated hereunder -------------------- under Section 2(a) hereof to pay the Expenses expenses of any Claimproceeding against Indemnitee, Indemnitors, unless Indemnitee determines that a conflict of interest exists between the Company Indemnitee and Indemnitors with respect to a particular claim, shall be entitled to assume the defense of such Claim proceeding, 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 CompanyIndemnitors, the Company Indemnitors will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Claim. Notwithstanding proceeding; provided that (i) Indemnitee -------- shall have the Company's assumption of the defense right to employ his own separate counsel in any such proceeding in addition to or in place of any Claimcounsel retained by Indemnitors on behalf of Indemnitee at Indemnitee's expense, the Company shall be obligated to pay the Expenses of any Claim and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the CompanyIndemnitors, (B) the Company Indemnitee shall have reasonably concluded that there is may be a conflict of interest between the Company Indemnitors and Indemnitee in the conduct of any such defense such that Indemnitee needs to be separately representeddefense, or (C) the Company Indemnitors shall not continue to retain not, in fact, have employed counsel to defend assume the defense of such Claimproceeding, then the fees and expenses of Indemnitee's counsel retained by Indemnitee 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; provided, that in no event shall the Company have the right to settle any Claim that imposes non-monetary penalties on Indemnitee without the prior written consent of Indemnitee which may be granted or withheld in Indemnitee’s sole discretionIndemnitors.

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses expenses of any Claimproceeding against Indemnitee, the Company shall be entitled to assume the defense of such Claim proceeding with counsel approved selected by Indemniteethe Company, if it and such counsel may appropriately do so under applicable legal and ethical requirements and subject to the approval of such counsel by Indemnitee (which approval shall not be unreasonably withheldwithheld or delayed), 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 shall not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Claim. Notwithstanding proceeding; provided, that (i) Indemnitee shall have the Companyright to employ counsel of Indemnitee's assumption of the defense of choice in any Claimsuch proceeding at Indemnitee's expense, the Company shall be obligated to pay the Expenses of any Claim and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) the Company Indemnitee shall have reasonably concluded that there is may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense such that Indemnitee needs to be separately representeddefense, or (C) the Company shall not continue to retain in fact have employed counsel to defend assume the defense of such Claimproceeding within thirty (30) days of its notice of intention to assume the defense of the proceeding, then or such shorter period as shall be necessary to avoid adversely affecting the defense of Indemnitee, then, in any of the foregoing cases, the fees and expenses of Indemnitee's counsel retained by Indemnitee shall be at the expense of paid by 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; provided, that in no event shall the Company have the right to settle any Claim that imposes non-monetary penalties on Indemnitee without the prior written consent of Indemnitee which may be granted or withheld in Indemnitee’s sole discretion.

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of such Claim Claim, with counsel reasonably approved by the applicable Indemnitee, which approval shall not be unreasonably withheld, 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 Claim. Notwithstanding ; provided that, (i) the Indemnitee shall have the right to employ Indemnitee’s own counsel in any such Claim at the Indemnitee’s expense; (ii) the Indemnitee shall have the right to employ Indemnitee’s own counsel in connection with any such proceeding, at the expense of the Company's assumption of , if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of any Claim, the Company shall be obligated to pay the Expenses of any Claim such proceeding; and (iii) if either (A) the employment of counsel by the Indemnitee has been previously authorized by the Company, (B) the Company such Indemnitee shall have reasonably concluded that there is a conflict of interest between the Company and such Indemnitee in the conduct of any such defense such that Indemnitee needs to be separately representeddefense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of the Indemnitee’s counsel retained by Indemnitee 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; provided, that in no event shall the Company have the right to settle any Claim that imposes non-monetary penalties on Indemnitee without the prior written consent of Indemnitee which may be granted or withheld in Indemnitee’s sole discretion.

Selection of Counsel. In the event the Company Corporation shall be obligated hereunder to pay the Expenses of any Claim, the Company Corporation shall be entitled to assume the defense of such 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 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 Claim. Notwithstanding ; provided that, (i) Indemnitee shall have the Company's assumption of the defense of right to employ Indemnitee’s counsel in any Claim, the Company shall be obligated to pay the Expenses of any such Claim at Indemnitee expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the CompanyCorporation, (B) the Company Indemnitee shall have reasonably concluded that there is a conflict of interest between the Company Corporation and Indemnitee in the conduct of any such defense such that Indemnitee needs to be separately representeddefense, or (C) the Company Corporation shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee counsel retained by Indemnitee shall be at the expense of the CompanyCorporation. The Company Corporation shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any Claim claim against Indemnitee without the consent of the Indemnitee; provided, that in no event shall the Company have the right to settle Indemnitee so long as any Claim that imposes non-monetary penalties such settlement includes a complete release of Indemnitee and does not impose any obligation on Indemnitee without other than the prior written consent payment of Indemnitee money for which may the Corporation will be granted or withheld in Indemnitee’s sole discretionobligated.

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of such Claim Claim, with counsel reasonably approved by the applicable 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 Claim. Notwithstanding ; provided that, (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such 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's assumption of , if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of any Claim, the Company shall be obligated to pay the Expenses of any Claim such proceeding; and (iii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) the Company Indemnitee shall have reasonably concluded that there is a conflict of interest between the Company and Indemnitee in the conduct of any such defense such that Indemnitee needs to be separately representeddefense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee’s counsel retained by Indemnitee 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; provided, that in no event shall the Company have the right to settle any Claim that imposes non-monetary penalties on Indemnitee without the prior written consent of Indemnitee which may be granted or withheld in Indemnitee’s sole discretion.

Selection of Counsel. In the event the Company shall be is obligated hereunder under Section 7 hereof to pay pay, and pays the Expenses of any ClaimProceeding against Indemnitee, the Company Company, if appropriate, shall be entitled to assume the defense of such Claim Proceeding, 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 Claim. Notwithstanding Proceeding, provided that (i) Indemnitee shall have the Company's assumption of the defense of right to employ his counsel in any Claim, the Company shall be obligated to pay the Expenses of any Claim such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) the Company Indemnitee shall have reasonably concluded that there is may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense such that Indemnitee needs to be separately representeddefense, or (C) the counsel previously authorized by the Company is representing any other person indemnified by the Company, Indemnitee shall have reasonably concluded that there may be a conflict of interest between such other person and the Indemnitee in the conduct of any such defense, (D) a Change in Control shall have occurred or (E) the Company shall not continue not, in fact, have promptly employed counsel approved by the Indemnitee to retain counsel to defend assume the defense of such ClaimProceeding, then the fees and expenses of Indemnitee’s counsel retained by Indemnitee 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; provided, that in no event shall the Company have the right to settle any Claim that imposes non-monetary penalties on Indemnitee without the prior written consent of Indemnitee which may be granted or withheld in Indemnitee’s sole discretion.

Selection of Counsel. In the event If the Company or EMJ shall be obligated hereunder to pay the or advance Expenses of or indemnify Indemnitee with respect to any ClaimLosses, the Company shall be entitled to assume the defense of such Claim any related Claims, with counsel approved selected by Indemniteethe Company or EMJ, provided that following a Change in Control, if any Former Directors are seeking indemnification in connection with any such Proceeding, such counsel shall be subject to the prior written approval of a majority of such Former Directors who are seeking indemnification, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to dowithheld or delayed. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the CompanyCompany or EMJ and the receipt of any approval required under the preceding sentence, neither the Company nor EMJ will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Claim. Notwithstanding the Company's assumption of the defense of such Claims; provided that: (i) Indemnitee shall have the right to employ counsel in connection with any Claim, the Company shall be obligated to pay the Expenses of any such Claim at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the CompanyCompany or EMJ, (B) counsel for Indemnitee shall have provided the Company shall have reasonably concluded and EMJ with written advice that there is a conflict of interest between the Company or EMJ and Indemnitee in the conduct of any such defense such that Indemnitee needs to be separately representeddefense, or (C) the Company or EMJ shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee’s counsel retained by Indemnitee 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; provided, that in no event shall the Company have the right to settle any Claim that imposes non-monetary penalties on Indemnitee without the prior written consent of Indemnitee which may be granted or withheld in Indemnitee’s sole discretion.

Selection of Counsel. In the event the Company shall be obligated hereunder under Section 2(a) hereof to pay the Expenses expenses of any Claimproceeding against Indemnitee, the Company Company, if appropriate, shall be entitled to assume the defense of such Claim proceeding, with counsel approved in writing 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, written 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 Claim. Notwithstanding proceeding, provided that (i) Indemnitee shall have the Company's assumption of the defense of right to employ his counsel in any Claim, the Company shall be obligated to pay the Expenses of any Claim such proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) the Company Indemnitee shall have reasonably concluded that there is may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense such that Indemnitee needs to be separately represented, or (C) the Company shall not continue to retain not, in fact, have employed counsel to defend assume the defense of such Claimproceeding, then the fees and expenses of Indemnitee’s counsel retained by Indemnitee shall be at the expense of the Company. The Neither the Company shall have nor the right to conduct such defense as it sees fit in its sole discretion, including the right to Indemnitee will settle any Claim against Indemnitee matter the subject of this Agreement without the written consent of the Indemnitee; providedother, that in no event shall the Company have the right to settle any Claim that imposes non-monetary penalties on Indemnitee without the prior written consent of Indemnitee which may will not be granted or withheld in Indemnitee’s sole discretionunreasonably withheld.

Selection of Counsel. In the event the Company ISB shall be obligated hereunder under Section 2 hereof to pay the Expenses of any ClaimProceeding against the Indemnitee, the Company ISB, if appropriate, shall be entitled to assume the defense of such Claim Proceeding 'with counsel approved by the Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to the Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the CompanyISB, the Company will ISB shall not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same Claim. Notwithstanding Proceeding, provided that (i) the CompanyIndemnitee shall have the right to employ its counsel in any such Proceeding at the Indemnitee's assumption of the defense of any Claim, the Company shall be obligated to pay the Expenses of any Claim expense; and (ii) if (A) the employment of counsel by the Indemnitee has been previously authorized by the CompanyISB, (B) the Company Indemnitee shall have reasonably concluded that there is may be a conflict of interest between ISB and the Company and Indemnitee in the conduct of any such defense such that Indemnitee needs to be separately representeddefense, or (C) the Company ISB shall not continue to retain not, in fact, have employed counsel to defend assume the defense of such ClaimProceeding, then the fees and expenses of the Indemnitee's counsel retained by Indemnitee 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; provided, that in no event shall the Company have the right to settle any Claim that imposes non-monetary penalties on Indemnitee without the prior written consent of Indemnitee which may be granted or withheld in Indemnitee’s sole discretionISB.

Selection of Counsel. In the event the Company shall be obligated hereunder under Section 2(b) hereof to pay the Expenses of any proceeding against Indemnitee, the Company, unless the Indemnitee determines that a conflict of interest exists between the Indemnitee and the Company with respect to a particular Claim, the Company shall be entitled to assume the defense of such Claim proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election to do so to doand of written notice that it is so obligated. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will be not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Claim. Notwithstanding proceeding, provided that (i) Indemnitee shall have the Company's assumption of the defense right to employ his own separate counsel in any such proceeding in addition to or in place of any Claim, counsel retained by the Company shall be obligated to pay the Expenses on behalf of any Claim Indemnitee at Indemnitee's expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) the Company Indemnitee shall have reasonably concluded that there is may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense such that Indemnitee needs to be separately represented, or (C) the Company shall not continue to retain not, in fact, have employed counsel to defend assume the defense of such Claimproceeding, then the fees and expenses of Indemnitee's counsel retained by Indemnitee 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; provided, that in no event shall the Company have the right to settle any Claim that imposes non-monetary penalties on Indemnitee without the prior written consent of Indemnitee which may be granted or withheld in Indemnitee’s sole discretion.

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of such Claim Claim, with counsel reasonably approved by the Indemnitee, which approval shall not be unreasonably withheld, 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 Claim. Notwithstanding ; provided that, (i) the Indemnitee shall have the right to employ Indemnitee’s own counsel in any such Claim at the Indemnitee’s expense; (ii) the Indemnitee shall have the right to employ the Indemnitee’s own counsel in connection with any such proceeding, at the expense of the Company's assumption of , if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of any Claim, the Company shall be obligated to pay the Expenses of any Claim such proceeding; and (iii) if either (A) the employment of counsel by the Indemnitee has been previously authorized by the Company, (B) the Company Indemnitee shall have reasonably concluded that there is a conflict of interest between the Company and the Indemnitee in the conduct of any such defense such that Indemnitee needs to be separately representeddefense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of the Indemnitee’s counsel retained by Indemnitee 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; provided, that in no event shall the Company have the right to settle any Claim that imposes non-monetary penalties on Indemnitee without the prior written consent of Indemnitee which may be granted or withheld in Indemnitee’s sole discretion.

Selection of Counsel. In the event the Company shall be obligated hereunder -------------------- under Section 2(b) hereof to pay the Expenses of any proceeding against Indemnitee, the Company, unless the Indemnitee determines that a conflict of interest exists between the Indemnitee and the Company with respect to a particular Claim, the Company shall be entitled to assume the defense of such Claim proceeding, 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 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 be not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Claim. Notwithstanding proceeding, provided that (i) Indemnitee shall have the Company's assumption of the defense right to employ his own separate counsel in any such proceeding in addition to or in place of any Claim, counsel retained by the Company shall be obligated to pay the Expenses on behalf of any Claim Indemnitee at Indemnitee's expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) the Company Indemnitee shall have reasonably concluded that there is may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense such that Indemnitee needs to be separately represented, or (C) the Company shall not continue to retain not, in fact, have employed counsel to defend assume the defense of such Claimproceeding, then the fees and expenses of Indemnitee's counsel retained by Indemnitee 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; provided, that in no event shall the Company have the right to settle any Claim that imposes non-monetary penalties on Indemnitee without the prior written consent of Indemnitee which may be granted or withheld in Indemnitee’s sole discretion.

Selection of Counsel. In the event the Company shall -------------------- be obligated hereunder under Section 2(a) hereof to pay the Expenses expenses (including attorneys' fees) of any Claimaction, suit or proceeding against Indemnitee, the Company Company, if appropriate, shall be entitled to assume the defense of such Claim action, suit or proceeding, 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 Claim. Notwithstanding action, suit or proceeding, provided that (i) Indemnitee shall have the Companyright to employ his counsel in any such action suit or proceeding at Indemnitee's assumption of the defense of any Claim, the Company shall be obligated to pay the Expenses of any Claim expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) the Company Indemnitee shall have reasonably concluded that there is may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense such that Indemnitee needs to be separately representeddefense, or (C) the Company shall not continue to retain not, in fact, have employed counsel to defend assume the defense of such Claimaction, suit or proceeding, then the fees and expenses of Indemnitee's counsel retained by Indemnitee shall be at the expense of the Company. The Company shall have not be entitled to assume the right to conduct such defense as it sees fit in its sole discretionof any claim, including action, suit or proceeding brought by or on behalf of the right to settle any Claim Company against Indemnitee without or as to which the consent of Indemnitee shall have made the Indemnitee; provided, that conclusion provided for in no event shall the Company have the right to settle any Claim that imposes non-monetary penalties on Indemnitee without the prior written consent of Indemnitee which may be granted or withheld in Indemnitee’s sole discretion(ii) (B) above.

Selection of Counsel. In the event the Company shall may be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to such Indemnitee of written notice of its election so to dodo so; provided that, (i) the Company acknowledges in such written notice that it has an obligation under this Agreement to indemnify such Indemnitee with respect to such Claim and (ii) the Company is represented at all times by counsel from a nationally recognized law firm with respect to such Claim. After delivery of such notice, approval of such counsel by Indemnitee notice 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 Claim. Notwithstanding ; provided that, (i) the Indemnitee shall have the right to employ Indemnitee’s own counsel in any such Claim at the Indemnitee’s expense; (ii) the Indemnitee shall have the right to employ Indemnitee’s own counsel in connection with any such proceeding, at the expense of the Company's assumption of , if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of any Claim, the Company shall be obligated to pay the Expenses of any Claim such proceeding; and (iii) if either (A) the employment of counsel by the Indemnitee has been previously authorized by the Company, (B) the Company such Indemnitee shall have reasonably concluded that there is a conflict of interest between the Company and such Indemnitee in the conduct of any such defense such that Indemnitee needs to be separately representeddefense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of the Indemnitee’s counsel retained by Indemnitee 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; provided, that in no event shall the Company have the right to settle any Claim that imposes non-monetary penalties on Indemnitee without the prior written consent of Indemnitee which may be granted or withheld in Indemnitee’s sole discretion.

Selection of Counsel. In If the event the Company Corporation shall be obligated hereunder under Section 1 or Section 2 to pay the Expenses of any ClaimProceeding against Indemnitee, the Company Corporation shall be entitled to assume the defense of such Claim Proceeding (other than a Proceeding involving criminal proceedings, in which case the Indemnitee shall be entitled to assume the defense of such Proceeding and the Corporation shall have the right to employ separate counsel at the Corporation’s expense), with counsel approved consented to by Indemnitee, which approval shall such consent not be being unreasonably withheld, upon the delivery to Indemnitee of written notice within five (5) business days following receipt of notice from Indemnitee pursuant to Section 2(c); provided that (x) the Corporation shall have acknowledged in writing to the Indemnitee its election so unqualified obligation to doindemnify the Indemnitee as provided hereunder, (y) the Corporation must conduct such defense actively and diligently thereafter to preserve its rights in this regard. 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 any other counsel subsequently incurred by Indemnitee with respect to the same Claim. Notwithstanding Proceeding; provided that (i) Indemnitee shall have the Company's assumption of the defense of right to employ separate counsel in any Claim, the Company shall be obligated to pay the Expenses of any Claim 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, based on the Company shall written opinion of counsel to Indemnitee, have reasonably concluded that there is a conflict of interest between the Company Corporation and Indemnitee in the conduct of any such defense such that Indemnitee needs to be separately representeddefense, or (C) the Company Corporation shall not continue to retain not, in fact, have employed counsel to defend assume the defense of such Claimproceeding, then the reasonable fees and expenses of Indemnitee’s counsel retained by Indemnitee 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; provided, that in no event shall the Company have the right to settle any Claim that imposes non-monetary penalties on Indemnitee without the prior written consent of Indemnitee which may be granted or withheld in Indemnitee’s sole discretionCorporation.

Selection of Counsel. In the event If the Company shall be obligated hereunder to pay the or advance Expenses of or indemnify Indemnitees with respect to any ClaimLosses, the Company shall be entitled to assume the defense of such Claim any related Claims, with counsel selected by the Company and approved by Indemnitee, which approval shall not be unreasonably withheldthe Indemnitees in Indemnitees’ reasonable discretion, upon the delivery to Indemnitee Indemnitees 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 Indemnitees under this Agreement for any fees of other counsel subsequently incurred by Indemnitee Indemnitees with respect to the same Claim. Notwithstanding the Company's assumption of the defense of such Claims; provided that: (i) Indemnitees shall have the right to employ counsel in connection with any Claim, the Company shall be obligated to pay the Expenses of any such Claim at Indemnitees’ expense; and (ii) if (A) the employment of counsel by Indemnitee Indemnitees has been previously authorized by the Company, (B) counsel for Indemnitees shall have provided the Company shall have reasonably concluded with written advice that there is may reasonably be expected to exist a conflict of interest between the Company and Indemnitee Indemnitees in the conduct of any such defense such that Indemnitee needs to be separately representeddefense, or (C) the Company shall not have in fact retained counsel to assume the defense or shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitees’ counsel retained by Indemnitee shall be at the expense of the Company. The Company shall have may not settle or compromise any claim or consent to the right entry of any judgment with respect 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; provided, that in no event shall the Company have the right to settle any Claim that imposes non-monetary penalties on Indemnitee which indemnification is being sought hereunder without the prior written consent of Indemnitee which may the Indemnitees (such consent not to be granted or withheld in Indemnitee’s sole discretionunreasonably withheld).

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of such 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 Claim. Notwithstanding ; provided that, (i) Indemnitee shall have the Company's assumption of the defense of right to employ Indemnitees’ counsel in any Claim, the Company shall be obligated to pay the Expenses of any such Claim at Indemnitee expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) the Company Indemnitee shall have reasonably concluded that there is a conflict of interest between the Company and Indemnitee in the conduct of any such defense such that Indemnitee needs to be separately representeddefense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee counsel retained by Indemnitee 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 claim against Indemnitee without the consent of the Indemnitee; provided, provided that in no event shall the Company have the right to may not settle any Claim that imposes non-claim unless, and as a condition thereof, the Indemnitee has been given a full release of all claims, monetary penalties on Indemnitee without the prior written consent of Indemnitee which may be granted or withheld in otherwise, against Indemnitee’s sole discretion.

Selection of Counsel. In the event If the Company shall be obligated hereunder to pay the or advance Expenses of or indemnify Indemnitee with respect to any ClaimLosses, the Company shall be entitled to assume the defense of such Claim any related Claims, with counsel approved selected by Indemniteethe Company; provided that following a Change in Control, if any Former Directors or Officers are seeking indemnification in connection with any such Proceeding, such counsel shall be subject to the prior written approval of a majority of such Former Directors or Officers who are seeking indemnification, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to doconditioned or delayed. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the CompanyCompany and the receipt of any approval required under the preceding sentence, 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 Claim. Notwithstanding the Company's assumption of the defense of such Claims; provided that: (i) Indemnitee shall have the right to employ counsel in connection with any Claim, the Company shall be obligated to pay the Expenses of any such Claim at Indemnitee’s expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the CompanyCompany with respect to the period after the Company has retained counsel to defend such Claim and such authorization has not been withdrawn, (B) counsel for Indemnitee shall have provided the Company shall have reasonably concluded with a written opinion that there is or there is reasonably likely to be a conflict of interest between the Company and Indemnitee in the conduct of any such defense such that Indemnitee needs to be separately represented, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee’s counsel retained by Indemnitee 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; provided, that in no event shall the Company have the right to settle any Claim that imposes non-monetary penalties on Indemnitee without the prior written consent of Indemnitee which may be granted or withheld in Indemnitee’s sole discretion.

Selection of Counsel. In the event that the Company shall be obligated hereunder under this Agreement to pay the Expenses of any ClaimProceeding against the Indemnitee, the Company shall be entitled to assume the defense of such Claim Proceeding, with counsel approved by Indemnitee, which approval the Indemnitee (who shall not be unreasonably withheldwithhold such approval), 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 Claim. Notwithstanding Proceeding; provided, that (i) the Company's assumption of Indemnitee shall have the defense of right to employ his or her own counsel in any Claim, such Proceeding at the Company shall be obligated to pay the Expenses of any Claim Indemnitee’s expense; and (ii) if (A) the employment of counsel by the Indemnitee has been previously authorized in writing by the Company, (B) the Company Indemnitee shall have reasonably concluded that there is may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense such that Indemnitee needs to be separately representedand shall have notified the Company in writing thereof, or (C) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Indemnitee and other indemnitees of the Company being represented by counsel retained by the Company in the same Proceeding and shall have notified the Company in writing thereof, or (D) the Company shall not continue to retain not, in fact, have employed counsel to defend assume the defense of such ClaimProceeding within a reasonable time frame, then the reasonable fees and expenses of the Indemnitee’s counsel retained by Indemnitee 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; provided, that in no event shall the Company have the right to settle any Claim that imposes non-monetary penalties on Indemnitee without the prior written consent of Indemnitee which may be granted or withheld in Indemnitee’s sole discretion.

Selection of Counsel. In the event the Company American Pacific shall be obligated hereunder under this Agreement to pay the Expenses expenses of any Claimproceeding against Indemnitee, the Company American Pacific, if appropriate, shall be entitled to participate in the proceeding at its own expense and to assume the defense of such Claim proceeding, 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 CompanyAmerican Pacific, the Company American Pacific will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Claim. Notwithstanding proceeding, provided that (i) Indemnitee shall have the Companyright to employ his or her counsel in any such proceeding at Indemnitee's assumption of the defense of any Claim, the Company shall be obligated to pay the Expenses of any Claim expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the CompanyAmerican Pacific, (B) the Company Indemnitee shall have reasonably concluded that there is may be a conflict of interest between the Company American Pacific and Indemnitee in the conduct of any such defense such that Indemnitee needs to be separately representeddefense, or (C) the Company American Pacific shall not continue to retain not, in fact, have employed counsel to defend assume the defense of such Claimproceeding, then the fees and expenses of Indemnitee's counsel retained by Indemnitee shall be at the expense of American Pacific. American Pacific shall not be entitled to assume the Company. The Company defense of any proceeding brought by American Pacific against Indemnitee or as to which Indemnitee shall have made the right to conduct such defense as it sees fit determination set forth in its sole discretion, including the right to settle any Claim against Indemnitee without the consent of the Indemnitee; provided, that in no event shall the Company have the right to settle any Claim that imposes non-monetary penalties on Indemnitee without the prior written consent of Indemnitee which may be granted or withheld in Indemnitee’s sole discretion(ii) above.

Selection of Counsel. In If the event the Company General Partner shall be obligated hereunder to pay the or advance Expenses of or indemnify Indemnitees with respect to any ClaimLosses, the Company General Partner shall be entitled to assume the defense of such Claim any related Claims, with counsel selected by the General Partner and approved by Indemnitee, which approval shall not be unreasonably withheldthe Indemnitees in Indemnitees’ reasonable discretion, upon the delivery to Indemnitee Indemnitees 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 CompanyGeneral Partner, the Company General Partner will not be liable to Indemnitee Indemnitees under this Agreement for any fees of other counsel subsequently incurred by Indemnitee Indemnitees with respect to the same Claim. Notwithstanding the Company's assumption of the defense of such Claims; provided that: (i) Indemnitees shall have the right to employ counsel in connection with any Claim, the Company shall be obligated to pay the Expenses of any such Claim at Indemnitees’ expense; and (ii) if (A) the employment of counsel by Indemnitee Indemnitees has been previously authorized by the CompanyGeneral Partner, (B) the Company counsel for Indemnitees shall have reasonably concluded provided the General Partner with written advice that there is may reasonably be expected to exist a conflict of interest between the Company General Partner and Indemnitee Indemnitees in the conduct of any such defense such that Indemnitee needs to be separately representeddefense, or (C) the Company General Partner shall not have in fact retained counsel to assume the defense or shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitees’ counsel retained by Indemnitee shall be at the expense of the CompanyGeneral Partner. The Company shall have General Partner may not settle or compromise any claim or consent to the right entry of any judgment with respect 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; provided, that in no event shall the Company have the right to settle any Claim that imposes non-monetary penalties on Indemnitee which indemnification is being sought hereunder without the prior written consent of Indemnitee which may the Indemnitees (such consent not to be granted or withheld in Indemnitee’s sole discretionunreasonably withheld).

Selection of Counsel. In the event If the Company shall be obligated hereunder under Section 1(a) or (b) hereof to pay the Expenses of any ClaimIndemnitee, the Company shall be entitled to assume the defense of such Claim Proceeding, with counsel approved by Indemnitee, which approval Indemnitee (who shall not be unreasonably withheldwithhold such approval), 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 Claim. Notwithstanding Proceeding, provided that, (i) Indemnitee shall have the Company's assumption of the defense of right to employ his or her counsel in any Claim, the Company shall be obligated to pay the Expenses of any Claim such proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized in writing by the Company, (B) the Company Indemnitee shall have reasonably concluded that there is may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense such and shall have notified the Company in writing thereof, (C) Indemnitee shall have reasonably concluded that there may be a conflict of interest between Indemnitee needs to be separately representedand other indemnitees of the Company being represented by counsel retained by the Company in the same Proceeding and shall have notified the Company in writing thereof, or (CD) the Company shall not continue to retain not, in fact, have employed counsel to defend assume the defense of such ClaimProceeding within a reasonable time frame, then the reasonable fees and expenses of Indemnitee’s counsel retained by Indemnitee 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; provided, that in no event shall the Company have the right to settle any Claim that imposes non-monetary penalties on Indemnitee without the prior written consent of Indemnitee which may be granted or withheld in Indemnitee’s sole discretion.

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of such Claim Claim, with legal counsel reasonably approved by the Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to such Indemnitee of written notice of its election so to dodo so. After delivery of such notice, approval of such legal counsel by the Indemnitee and the retention of such legal 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 Claim. Notwithstanding ; provided that, (i) the Indemnitee shall have the right to employ such Indemnitee’s legal counsel in any such Claim at the Indemnitee’s expense; (ii) the Indemnitee shall have the right to employ its own legal counsel in connection with any such proceeding, at the expense of the Company's assumption of , if such legal counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of any Claim, the Company shall be obligated to pay the Expenses of any Claim such proceeding; and (iii) if (A) the employment of legal counsel by the Indemnitee has been previously authorized by the Company, (B) the Company such Indemnitee shall have reasonably concluded that there is a conflict of interest between the Company and such Indemnitee in the conduct of any such defense such that Indemnitee needs to be separately representeddefense, or (C) the Company shall not in fact continue to retain such legal counsel to defend such Claim, then the fees and expenses of the Indemnitee’s legal counsel retained by Indemnitee 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; provided, that in no event shall the Company have the right to settle any Claim that imposes non-monetary penalties on Indemnitee without the prior written consent of Indemnitee which may be granted or withheld in Indemnitee’s sole discretion.

Selection of Counsel. In the event If the Company shall be obligated hereunder to pay the or advance Expenses of or indemnify Indemnitee with respect to any ClaimLosses, the Company shall be entitled to assume the defense of such Claim any related Claims, with counsel approved selected by Indemniteethe Company; provided that following a Change in Control, if any Former Directors or Officers are seeking indemnification in connection with any such Proceeding, such counsel shall be subject to the prior written approval of a majority of such Former Directors or Officers who are seeking indemnification, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to doconditioned or delayed. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the CompanyCompany and the receipt of any approval required under the preceding sentence, 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 Claim. Notwithstanding the Company's assumption of the defense of such Claims; provided that (i) Indemnitee shall have the right to employ counsel in connection with any Claimsuch Claim at Indemnitee's expense, the Company shall be obligated to pay the Expenses of any Claim and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the CompanyCompany with respect to the period after the Company has retained counsel to defend such Claim and such authorization has not been withdrawn, (B) counsel for Indemnitee shall have provided the Company shall have reasonably concluded with a written legal opinion that there is, or there is reasonably likely to be, a conflict of interest between the Company and Indemnitee in the conduct of any such defense such that Indemnitee needs to be separately representeddefense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee's counsel retained by Indemnitee 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; provided, that in no event shall the Company have the right to settle any Claim that imposes non-monetary penalties on Indemnitee without the prior written consent of Indemnitee which may be granted or withheld in Indemnitee’s sole discretion.

Selection of Counsel. In the event the Company shall be obligated hereunder under Section 2(a) hereof to pay the Expenses expenses (including attorneys' fees) of any Claimaction, suit or proceeding against Indemnitee, the Company Company, if appropriate, shall be entitled to assume the defense of such Claim action, suit or proceeding, 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 Claim. Notwithstanding action, suit or proceeding, provided that (i) Indemnitee shall have the Companyright to employ counsel in any such action suit or proceeding at Indemnitee's assumption of the defense of any Claim, the Company shall be obligated to pay the Expenses of any Claim expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) the Company Indemnitee shall have reasonably concluded that there is may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense such that Indemnitee needs to be separately representeddefense, or (C) the Company shall not continue to retain not, in fact, have employed counsel to defend assume the defense of such Claimaction, suit or proceeding, then the fees and expenses of Indemnitee's counsel retained by Indemnitee shall be at the expense of the Company. The Company shall have not be entitled to assume the right to conduct such defense as it sees fit in its sole discretionof any claim, including action, suit or proceeding brought by or on behalf of the right to settle any Claim Company against Indemnitee without or as to which the consent of Indemnitee shall have made the Indemnitee; provided, that conclusion provided for in no event shall the Company have the right to settle any Claim that imposes non-monetary penalties on Indemnitee without the prior written consent of Indemnitee which may be granted or withheld in Indemnitee’s sole discretion(ii) (B) above.