Common use of Selection of Counsel Clause in Contracts

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof to pay the expenses of any Proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Proceeding at its own expense, with counsel approved by Indemnitee, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. The Company shall not settle any Proceeding in any manner that would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Company nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a2(b) hereof to pay the expenses Expenses of any Proceeding proceeding against Indemnitee, the Company, if appropriateunless the Indemnitee determines that a conflict of interest exists between the Indemnitee and the Company with respect to a particular Claim, shall be entitled to assume the defense of such Proceeding at its own expenseproceeding, 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 Proceedingproceeding, provided that (i) Indemnitee shall have the right to employ his own separate counsel in any such Proceeding proceeding in addition to or in place of any counsel retained by the Company on behalf of Indemnitee at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel to assume the defense of such Proceedingproceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. The Company shall not settle any Proceeding in any manner that would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Company nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof -------------------- hereunder to pay the expenses Expenses of any Proceeding against Indemnitee, Claim the Company, if appropriate, shall be entitled to assume the defense of such Proceeding at its own expense, Claim with counsel approved by Indemnitee, Indemnitee (not to be unreasonably withheld) upon the delivery to Indemnitee of written notice of its the Company's election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same ProceedingClaim; provided that, provided that (i) Indemnitee shall have the right to employ Indemnitee's separate counsel in any such Proceeding Claim at Indemnitee’s expense; 's expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such ProceedingClaim, then the fees and expenses of Indemnitee’s 's separate counsel shall be at the expense of the Company. The Company shall not settle any Proceeding in any manner that would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Company nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a2(a) hereof to pay the expenses of any Proceeding proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Proceeding at its own expenseproceeding, 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 Proceedingproceeding (other than the 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 such Proceeding proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed or shall have ceased to employ counsel to assume in the defense of such Proceedingproceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. The Company shall not settle any Proceeding in any manner that would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Company nor the Indemnitee will settle any matter the subject of this Agreement without the written consent of the other, which will not be unreasonably withhold or delay their consent to any proposed settlementwithheld.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof hereunder to pay the expenses Expenses of any Proceeding against IndemniteeClaim, the Company, if appropriate, Company shall be entitled to assume the defense of such Proceeding at its own expense, Claim with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same ProceedingClaim; provided that, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Proceeding Claim at Indemnitee’s expense; expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such ProceedingClaim, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim against Indemnitee without the consent of the Indemnitee, provided, however, that the Company shall not settle any Proceeding in any manner that would impose any penalty Claim requiring the admission of guilt or limitation on the responsibility by Indemnitee without the Indemnitee’s prior written consent. Neither the Company nor the Indemnitee will unreasonably withhold or delay their , such consent to any proposed settlementnot be unreasonably withheld.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof hereunder to pay the expenses Expenses of any Proceeding against Indemniteea Proceeding, the Company, if appropriate, Company shall be entitled to assume the defense of such Proceeding at its own expense, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld 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 Proceeding, ; provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Proceeding at Indemnitee’s expense; expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. The Company shall not have the right to conduct such defense as it sees fit in its sole discretion, provided that the Company has the right to settle any Proceeding in any manner that would impose any penalty claim against Indemnitee only with the consent of Indemnitee, which shall not be unreasonably withheld or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Company nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlementdelayed.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof hereunder to pay the expenses Expenses of any Proceeding against IndemniteeClaim, the Company, if appropriate, Company shall be entitled to assume the defense of such Proceeding at its own expense, Claim with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same ProceedingClaim. Notwithstanding the Company’s assumption of the defense of any Claim, provided that (i) Indemnitee the Company shall have be obligated to pay the right to employ counsel in Expenses of any such Proceeding at Indemnitee’s expense; and (ii) Claim if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee the Company shall have reasonably concluded that there may be is a conflict of interest between the Company and Indemnitee in the conduct of any such defense such that Indemnitee needs to be separately represented, or (C) the Company shall not, in fact, have employed not continue to retain counsel to assume the defense of defend such ProceedingClaim, then the fees and expenses of Indemnitee’s counsel retained by Indemnitee shall be at the expense of the Company. The Company shall not have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any Proceeding in any manner that would impose any penalty or limitation on the 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 written consent. Neither the Company nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlementsole discretion.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof hereunder to pay the expenses Expenses of any Proceeding against IndemniteeClaim, the Company, if appropriate, Company shall be entitled to assume the defense of such Proceeding at its own expenseClaim, with legal counsel reasonably approved by the Indemnitee, upon the delivery to such Indemnitee of written notice of its election so to dodo so. After delivery of such notice, approval of such 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 ProceedingClaim; provided that, provided that (i) the Indemnitee shall have the right to employ such Indemnitee’s legal counsel in any such Proceeding 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, 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 such proceeding; and (iiiii) if (A) the employment of legal counsel by the Indemnitee has been previously authorized by the Company, (B) such Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and such Indemnitee in the conduct of any such defense defense, or (C) the Company shall not, not in fact, have employed fact continue to retain such legal counsel to assume the defense of defend such ProceedingClaim, then the fees and expenses of the Indemnitee’s legal counsel shall be at the expense of the Company. The Company shall not be entitled to settle any Proceeding in claim against any manner that would impose any penalty or limitation on the Indemnitee without the reasonable consent of such Indemnitee’s written consent. Neither , unless the Company nor settlement involves only the payment of monetary relief for which such Indemnitee will unreasonably withhold be indemnified and does not include a statement or delay their consent to any proposed settlementan admission of fault or culpability by or on behalf of such Indemnitee.

Selection of Counsel. In the event If the Company shall be is obligated to indemnify Indemnitee for Expenses with respect to a Covered Proceeding (other than a Proceeding that is brought by Indemnitee (x) against the Company or any of its directors or officers or (y) to enforce Indemnitee’s rights under Section 3(a) hereof to pay the expenses of any Proceeding against Indemniteethis Agreement), the Company, if appropriate, Company shall be entitled to assume the defense of such Proceeding at its own expenseCovered Proceeding, with counsel approved by IndemniteeIndemnitee (whose approval shall not be unreasonably withheld 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 Covered Proceeding, ; provided that (ia) Indemnitee shall have the right to employ his or her own separate counsel in any such Covered Proceeding at Indemnitee’s expense; expense and (iib) if (Ai) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (Bii) Indemnitee shall have has reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (Ciii) the Company shall does not, in fact, have employed employ counsel to assume the defense of such Covered Proceeding, then then, in each such case, the fees and expenses Expenses of Indemnitee’s separate counsel shall be at the expense of the Company. The Company shall not settle any Proceeding in any manner that would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Company nor the Indemnitee will unreasonably withhold or delay their consent subject to any proposed settlementindemnification under this Agreement.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof hereunder to pay the expenses of provide indemnification for, or make any Proceeding against IndemniteeExpense Advances with respect to, any Claim, the Company, if appropriate, shall be entitled to assume the defense of such Proceeding at its own expense, 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 ProceedingClaim; provided, provided that (i) Indemnitee shall have the right to employ separate counsel in for any such Proceeding Claim at Indemnitee’s expense; expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded concluded, and has provided the Company with the written opinion of counsel reasonably acceptable to the Company to the effect, that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed not continue to retain counsel to assume the defense of defend such ProceedingClaim, then the reasonable fees and expenses of Indemnitee’s separate counsel shall be at the expense of the Company. The Company shall not settle any Proceeding in any manner that would impose any penalty or limitation on the Expenses for which Indemnitee without the Indemnitee’s written consent. Neither the Company nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlementmay receive indemnification and/or Expense Advances hereunder.

Selection of Counsel. In the event the Company shall be is obligated under Section 3(a) hereof hereunder to pay the expenses Expenses of any Proceeding against IndemniteeClaim, the Company, if appropriate, Company shall be entitled to participate in the proceeding and assume the control of the defense of such Proceeding at its own expenseClaim, with counsel reasonably approved by IndemniteeIndemnitee (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 Xxxxxxxxxx and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same ProceedingClaim; provided that, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Proceeding Claim at Indemnitee’s sole expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably the right to employ Indemnitee’s own counsel in connection with such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such Claim; and (iii) if the Company and Indemnitee have mutually concluded that there may be is a conflict of interest between the Company and Indemnitee them in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel to assume the defense of such ProceedingClaim, then Indemnitee is entitled to retain its own counsel and the reasonable fees and expenses of Indemnitee’s counsel reasonably approved by the Company (such approval shall not be unreasonably withheld, delayed or conditioned) shall be at the expense of the Company. The Company shall not settle any Proceeding in any manner that would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Company nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof to pay the expenses of any Proceeding against Indemnitee, the Company, if appropriate, The Corporation shall be entitled to assume the defense of such Proceeding at its own expenseany proceeding with respect to which it is obligated to advance expenses pursuant to Section 3.1, with counsel approved by reasonably satisfactory to Indemnitee, upon the delivery to Indemnitee of written notice of its election so to dodo so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the 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 Proceedingproceeding, provided that (i) Indemnitee shall have the right to employ his or her own counsel in any such Proceeding proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the CompanyCorporation, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company Corporation and Indemnitee in the conduct of any such defense or defense, (C) Indemnitee shall have reasonably concluded that the Company Corporation is not diligently pursuing the defense of the proceeding, or (D) the Corporation shall not, in fact, have employed counsel to assume the defense of such Proceedingthe proceeding, then the fees and expenses of Indemnitee’s counsel 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 not settle any Proceeding cooperate with Indemnitee and such separate counsel in any manner that would impose any penalty or limitation on the defense of the proceeding, including making documents, witnesses and other reasonable information related to the defense available to Indemnitee without the Indemnitee’s written consent. Neither the Company nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlementand such separate counsel and entering into joint defense and confidentiality agreements, as appropriate.

Selection of Counsel. In the event If the Company shall be obligated under Section 3(a1(a) or (b) hereof to pay the expenses Expenses of any Proceeding against Indemnitee, the Company, if appropriate, Company shall be entitled to assume the defense of such Proceeding at its own expenseProceeding, with counsel approved by IndemniteeIndemnitee (who shall not unreasonably withhold 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 Proceeding, provided that that, (i) Indemnitee shall have the right to employ his counsel in any such Proceeding 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) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense 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 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, in fact, have employed counsel to assume the defense of such ProceedingProceeding within a reasonable time frame, then the reasonable fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. The Company shall not settle any Proceeding in any manner that would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Company nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof hereunder to pay the expenses Expenses of any Proceeding against IndemniteeClaim, the Company, if appropriate, Company shall be entitled to assume the defense of such Proceeding at its own expenseClaim, 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 ProceedingClaim; provided, provided however, that (i) Indemnitee shall have the right to employ Indemnitee’s separate counsel in any such Proceeding Claim at Indemnitee’s expense; expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such ProceedingClaim, then the fees and expenses of Indemnitee’s separate counsel shall be at the expense of the Company. The As long as the Company has otherwise complied with the terms hereof, the Company shall not have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any Proceeding in claim, action or proceeding against any manner that would impose any penalty or limitation on the Indemnitee without the consent of such Indemnitee’s written consent. Neither the Company nor , provided such settlement includes a full release of the Indemnitee will unreasonably withhold by the claimant from all liabilities or delay their consent to any proposed settlementpotential liabilities under such Claim.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a2(a) hereof to pay the expenses of any Proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Proceeding at its own expenseProceeding, 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 Proceeding, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any 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 to represent Indemnitee shall have reasonably concluded that there may be would present such counsel with a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel reasonably satisfactory to assume Indemnitee within a reasonable time after notice of the defense institution of such Proceeding, then Indemnitee shall have the fees and expenses of Indemnitee’s right to employ counsel shall be at the expense of the Company. The Company shall not settle any Proceeding in any manner that would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Company nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlementaccordance herewith.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof hereunder to pay the expenses Expenses of any Proceeding against IndemniteeClaim, the Company, if appropriate, Company shall be entitled to assume the defense of such Proceeding at its own expense, Claim with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same ProceedingClaim; provided that, provided that (i) Indemnitee shall have the right to employ Indemnitee's counsel in any such Proceeding Claim at Indemnitee’s expense; 's expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such ProceedingClaim, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the Company. The Company shall not have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any Proceeding in any manner that would impose any penalty or limitation on the claim against Indemnitee without the Indemnitee’s written consent. Neither consent of the Indemnitee so long as in the case of the settlement (i) the Company nor has the financial ability to satisfy any monetary 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 will not unreasonably withhold or delay their its consent to any proposed settlement.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof hereunder to pay the expenses Expenses of any Proceeding against IndemniteeClaim, the Company, if appropriate, Company shall be entitled to assume the defense of such Proceeding at its own expenseClaim, 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 ProceedingClaim; provided that, provided that (i) the Indemnitee shall have the right to employ such Indemnitee’s counsel in any such Proceeding Claim at the Indemnitee’s expense; expense and (ii) if (A) the employment of counsel by the Indemnitee has been previously authorized by the Company, (B) such Indemnitee shall have reasonably concluded that there may be a is an actual or potential conflict of interest between the Company and such Indemnitee in the conduct of any such defense defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such ProceedingClaim, then the fees and expenses of the Indemnitee’s counsel shall be at the expense of the Company. The As long as the Company has otherwise complied with the terms hereof, the Company shall not have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any Proceeding in claim, action or proceeding against any manner that would impose any penalty or limitation on the Indemnitee without the consent of such Indemnitee’s written consent. Neither the Company nor , provided such settlement includes a full release of the Indemnitee will unreasonably withhold by the claimant from all liabilities or delay their consent to any proposed settlementpotential liabilities under such claim.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a1(a) or (b) hereof to pay the expenses of any Proceeding against Indemnitee, the Company, if appropriate, Company shall be entitled to assume the defense of such Proceeding at its own expenseProceeding, with counsel approved by IndemniteeIndemnitee (who shall not unreasonably withhold 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 Proceeding, provided that PROVIDED, THAT, (i) Indemnitee shall have the right to employ his counsel in any such Proceeding proceeding at Indemnitee’s 's expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized in writing by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense 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 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, in fact, have employed counsel to assume the defense of such Proceedingproceeding, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the Company. The Company shall not settle any Proceeding in any manner that would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Company nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a2(a) hereof to pay the expenses of any Proceeding proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Proceeding at its own expenseproceeding, with counsel approved by Indemnitee, which approval shall not be 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 Proceedingproceeding, provided that (i) Indemnitee shall have the right to employ his counsel in any such Proceeding proceeding at Indemnitee’s 's expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not, in fact, have employed counsel to assume the defense of such Proceedingproceeding, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the Company. The Company shall not settle any Proceeding in any manner that would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Company nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof hereunder to pay provide indemnification, exoneration or hold harmless rights for or make any Expense Advances with respect to the expenses Expenses of any Proceeding against IndemniteeClaim, the Company, if appropriate, shall be entitled to assume the defense of such Proceeding at its own expense, 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 ProceedingClaim; provided, provided however, that (i) Indemnitee shall have the right to employ Indemnitee’s separate counsel in any such Proceeding at Indemnitee’s expense; and Claim at (ii1) if (A) the employment a full release of counsel by Indemnitee has been previously authorized by the Companyclaimant from all liabilities or potential liabilities under such claim or (2), (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any event such defense or (C) full release is not obtained, the Company shall not, in fact, have employed counsel to assume the defense terms of such Proceedingsettlement do not limit any indemnification, then exoneration or hold harmless right Indemnitee may now, or hereafter, be entitled to under this Agreement, the fees and expenses Company’s Certificate of Indemnitee’s counsel shall be at Incorporation, bylaws, any agreement, any vote of stockholders or disinterested directors, the expense General Corporation Law of the Company. The Company shall not settle any Proceeding in any manner that would impose any penalty State of Delaware (the “DGCL”) or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Company nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlementotherwise.

Selection of Counsel. In the event If the Company shall be obligated under Section 3(a) hereof hereunder to pay the expenses of or advance Expenses or indemnify Indemnitee with respect to any Proceeding against IndemniteeLosses, the Company, if appropriate, Company shall be entitled to assume the defense of such Proceeding at its own expenseany 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, upon the delivery to Indemnitee of written notice of its election so to dowhich approval shall not be unreasonably withheld, conditioned 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 Proceedingdefense of such Claims; provided, provided that (i) Indemnitee shall have the right to employ counsel in connection with any such Proceeding 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 reasonably concluded provided the Company with a written legal opinion that there may be is, or there is reasonably likely to be, a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such ProceedingClaim, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. The Company shall not settle any Proceeding in any manner that would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Company nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof -------------------- hereunder to pay the expenses Expenses of any Proceeding against IndemniteeClaim, the Company, if appropriate, Company shall be entitled to assume the defense of such Proceeding at its own expense, Claim with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same ProceedingClaim; provided that, provided that (i) Indemnitee shall have the right to employ Indemnitees' counsel in any such Proceeding Claim at Indemnitee’s expense; Indemnitee expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such ProceedingClaim, then the fees and expenses of Indemnitee’s Indemnitee counsel shall be at the expense of the Company. The Company shall not have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any Proceeding in any manner that would impose any penalty or limitation on the claim against Indemnitee without the Indemnitee’s written consent. Neither consent of the Indemnitee provided the Company nor holds the Indemnitee will unreasonably withhold or delay their consent to harmless in connection with any proposed such settlement.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof to pay the expenses (including attorneys’ fees) of any Proceeding action, suit or proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Proceeding at its own expenseaction, suit or proceeding, with counsel approved by Indemnitee, upon the delivery to Indemnitee of written notice of its the Company’s election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceedingaction, suit or proceeding, provided that that: (i) Indemnitee shall have the right to employ counsel in any such Proceeding action, 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) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel to assume the defense of such Proceedingaction, suit or proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. The Company shall not settle be entitled to assume the defense of any Proceeding in any manner that would impose any penalty claim, action, suit or limitation proceeding brought by or on behalf of the Company against Indemnitee or as to which the Indemnitee without shall have made the Indemnitee’s written consent. Neither the Company nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlementconclusion provided for in (ii) (B) above.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof hereunder to pay the expenses Expenses of any Proceeding against IndemniteeClaim, the Company, if appropriate, Company shall be entitled to assume the defense of such Proceeding at its own expenseClaim, with counsel reasonably approved by Indemnitee, upon the delivery to Indemnitee of written notice of its election so to dodo so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same ProceedingClaim; provided that, 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 proceeding, at Indemnitee’s expensethe expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (iiiii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such ProceedingClaim, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the Company. The Company shall not settle any Proceeding in any manner that would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Company nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Selection of Counsel. In the event If the Company shall be obligated under Section 3(a) hereof hereunder to pay the expenses Expenses of any Proceeding against IndemniteeClaim, the Company, if appropriate, Company shall be entitled to assume the defense of such Proceeding at its own expenseClaim, with counsel approved by the Indemnitee, upon the delivery to the Indemnitee of written notice of its election so to dodo so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same ProceedingClaim; provided that, provided that (i) the Indemnitee shall have the right to employ the Indemnitee’s counsel in any such Proceeding Claim at the Indemnitee’s expense; expense and (ii) if (A) the employment of counsel by the Indemnitee has been previously authorized by the Company, (B) the Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and the Indemnitee in the conduct of any such defense and shall have promptly notified the Company in writing of such determination, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such ProceedingClaim, then the fees and expenses of the Indemnitee’s counsel shall be at the expense of the Company. The Company shall not settle any Proceeding proceeding in any manner that which would impose any penalty or limitation on the Indemnitee without the Indemnitee’s prior written consent. Neither the Company nor the Indemnitee will , which consent shall not be unreasonably withhold withheld or delay their consent to any proposed settlementdelayed.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof hereunder to pay the expenses Expenses of any Proceeding against IndemniteeClaim, the Company, if appropriate, Company shall be entitled to assume the defense of such Proceeding at its own expenseClaim, with counsel reasonably approved by the applicable Indemnitee, upon the delivery to such Indemnitee of written notice of its election so to dodo so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to such Indemnitee under this Agreement for any fees of counsel subsequently incurred by such Indemnitee with respect to the same ProceedingClaim; provided that, provided that (i) the Indemnitee shall have the right to employ such Indemnitee's counsel in any such Proceeding Claim at the Indemnitee’s 's expense; (ii) the Indemnitee shall have the right to employ its own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (iiiii) if (A) the employment of counsel by the Indemnitee has been previously authorized by the Company, (B) such Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and such Indemnitee in the conduct of any such defense defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such ProceedingClaim, then the fees and expenses of the Indemnitee’s 's counsel shall be at the expense of the Company. The Company shall not have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any Proceeding in any manner that would impose any penalty or limitation on claim against the Indemnitee without with the Indemnitee’s written consent. Neither the Company nor consent of the Indemnitee will that shall not be unreasonably withhold or delay their consent to any proposed settlementwithheld.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a2(a) hereof to pay the expenses of any Proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Proceeding at its own expenseProceeding, 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 Proceeding, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any 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 to represent Indemnitee shall have reasonably concluded that there may be would present such counsel with a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel reasonably satisfactory to assume Indemnitee within a reasonable time after notice of the defense institution of such Proceeding, then Indemnitee shall have the right to employ counsel, and the reasonable fees and expenses of Indemnitee’s such counsel shall be at the expense of the Company. The Company shall not settle any Proceeding in any manner that would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Company nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlementaccordance herewith.

Selection of Counsel. In the event the Company shall be -------------------- obligated under Section 3(a) hereof hereunder to pay the expenses Expenses of any Proceeding against IndemniteeClaim, the Company, if appropriate, Company shall be entitled to assume the defense of such Proceeding at its own expense, Claim with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same ProceedingClaim; provided that, provided that (i) Indemnitee shall have the right to employ Indemnitees' counsel in any such Proceeding Claim at Indemnitee’s expense; Indemnitee expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such ProceedingClaim, then the fees and expenses of Indemnitee’s Indemnitee counsel shall be at the expense of the Company. The Company shall not have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any Proceeding in any manner that would impose any penalty or limitation on the claim against Indemnitee without the consent of the Indemnitee’s written consent. Neither the Company nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof hereunder to pay the expenses Expenses of any Proceeding against IndemniteeClaim, the Company, if appropriate, Company shall be entitled to assume the defense of such Proceeding at its own expense, 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 ProceedingClaim; provided that, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Proceeding Claim at Indemnitee’s expense; Indemnitee expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such ProceedingClaim, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretion; provided, however, that the Company shall not be entitled to settle any Proceeding in any manner that would impose any penalty or limitation on the claim against Indemnitee without the consent of the Indemnitee’s written consent. Neither , which consent shall not be unreasonably withheld, conditioned or delayed, unless the Company nor settlement involves only the payment of monetary relief for which the Indemnitee will unreasonably withhold be indemnified and does not include a statement or delay their consent to any proposed settlementan admission of fault or culpability by or on behalf of the Indemnitee.

Selection of Counsel. In the event the Company shall be -------------------- obligated under Section 3(a) hereof hereunder to pay the expenses Expenses of any Proceeding against IndemniteeClaim, the Company, if appropriate, Company shall be entitled to assume the defense of such Proceeding at its own expenseClaim, with counsel approved by the applicable Indemnitee, upon the delivery to such Indemnitee of written notice of its election so to dodo so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to such Indemnitee under this Agreement for any fees of counsel subsequently incurred by such Indemnitee with respect to the same ProceedingClaim; provided that, provided that (i) the Indemnitee shall have the right to employ such Indemnitee's counsel in any such Proceeding Claim at the Indemnitee’s expense; 's expense and (ii) if (A) the employment of counsel by the Indemnitee has been previously authorized by the Company, (B) such Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and such Indemnitee in the conduct of any such defense defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such ProceedingClaim, then the fees and expenses of the Indemnitee’s 's counsel shall be at the expense of the Company. The Company shall not have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any Proceeding in claim against any manner that would impose any penalty or limitation on the Indemnitee without the consent of such Indemnitee’s written consent. Neither the Company nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Selection of Counsel. In the event Upon notification of the Company shall be obligated under Section 3(a) hereof to pay of the expenses commencement of any Proceeding against Indemniteeas to which indemnification will or could be sought under this Agreement, the Company, if appropriate, Company shall be entitled to assume the defense of such Proceeding at its own expenseProceeding, 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 Proceeding; provided, provided that (i) Indemnitee shall have the right to employ his or her counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall notnot within sixty (60) days, in fact, have employed counsel to assume the defense of such Proceeding, then the fees and expenses Expenses of Indemnitee’s counsel 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 not settle be entitled to assume the defense of any Proceeding in any manner that would impose any penalty brought by or limitation on the Indemnitee without the Indemnitee’s written consent. Neither behalf of the Company nor or as to which Indemnitee shall have made the Indemnitee will unreasonably withhold or delay their consent to any proposed settlementdetermination provided for in (ii)(B) above.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof hereunder to pay the expenses Expenses of any Proceeding against IndemniteeClaim, the Company, if appropriate, Company shall be entitled to assume the defense of such Proceeding at its own expenseClaim, 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 ProceedingClaim; provided that, provided that (i) the Indemnitee shall have the right to employ such Indemnitee's counsel in any such Proceeding Claim at the Indemnitee’s expense; 's expense and (ii) if (A) the employment of counsel by the Indemnitee has been previously authorized by the Company, (B) such Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and such Indemnitee in the conduct of any such defense defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such ProceedingClaim, then the fees and expenses of the Indemnitee’s 's counsel shall be at the expense of the Company. The Company shall not have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any Proceeding in claim, action or proceeding against any manner that would impose any penalty or limitation on the Indemnitee without the consent of such Indemnitee’s written consent. Neither the Company nor , provided such settlement includes a full release of the Indemnitee will unreasonably withhold by the claimant from all liabilities or delay their consent to any proposed settlementpotential liabilities under such claim.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof hereunder to pay the expenses Expenses of any Proceeding against IndemniteeClaim, the Company, if appropriate, Company shall be entitled to assume the defense of such Proceeding at its own expenseClaim, 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 ProceedingClaim; provided that, provided that (i) the Indemnitee shall have the right to employ Indemnitee's counsel in any such Proceeding Claim at the Indemnitee’s expense; 's expense and (ii) if (A) the employment of counsel by the Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such ProceedingClaim, then the fees and expenses of the Indemnitee’s 's counsel shall be at the expense of the Company. The Company shall not have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any Proceeding in any manner that would impose any penalty or limitation on the claim against Indemnitee without the consent of such Indemnitee’s written consent. Neither the Company nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof 3.01 of this Agreement to pay the expenses Expenses of any Proceeding (in whole or in part) against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Proceeding at its own expenseProceeding, 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 Proceeding, provided that (ia) Indemnitee shall have the right to employ his or her counsel in any such Proceeding at Indemnitee’s expense; and (iib) if (A1) the employment of counsel by Indemnitee has been previously authorized by the Company, (B2)(i) Indemnitee shall have reasonably concluded that there 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 (Cii) representation by such counsel retained by the Company would be precluded under the applicable standards of professional conduct, or (3) the Company shall not, in fact, have employed counsel to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. The Company shall not settle be entitled to assume the defense of any Proceeding (in any manner that would impose any penalty whole or limitation in part) brought by or on the Indemnitee without the Indemnitee’s written consent. Neither behalf of the Company nor or as to which Indemnitee shall have reasonably made the Indemnitee will unreasonably withhold or delay their consent to any proposed settlementconclusion provided for in clause (2) above.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof hereunder to pay the expenses Expenses of any Proceeding against IndemniteeClaim, the Company, if appropriate, Company shall be entitled to assume the defense of such Proceeding at its own expenseClaim, with counsel approved by reasonably satisfactory to the applicable Indemnitee, upon the delivery to such Indemnitee of written notice of its election so to dodo so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to such Indemnitee under this Agreement for any fees of counsel subsequently incurred by such Indemnitee with respect to the same ProceedingClaim; provided that, provided that (i) the Indemnitee shall have the right to employ Indemnitee’s own counsel in any such Proceeding Claim at the Indemnitee’s expense; and (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, 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 such proceeding; and (iii) if either (A) the employment of counsel by the Indemnitee has been previously authorized by the Company, (B) such Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and such Indemnitee in the conduct of any such defense defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such ProceedingClaim, then the fees and expenses of the Indemnitee’s counsel shall be at the expense of the Company. The Company shall not settle any Proceeding in any manner that would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Company nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof to pay the expenses of any Proceeding proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Proceeding at its own expenseproceeding, with counsel approved by Indemnitee, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceedingproceeding, provided that (i) Indemnitee shall have the right to employ his or her counsel in any such Proceeding proceeding at Indemnitee’s 's expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not, in fact, have employed counsel to assume the defense of such Proceedingproceeding, then the fees and expenses of Indemnitee’s 's counsel 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 not settle agrees to pay the reasonable fees of the Independent Counsel and to indemnify fully such counsel against any Proceeding in any manner that would impose any penalty and all expenses (including attorneys' fees), claims, liabilities, loss, and damages arising out of or limitation on relating to this Agreement or the Indemnitee without the Indemnitee’s written consent. Neither the Company nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlementengagement of Independent Counsel pursuant hereto.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof hereunder to pay the expenses Expenses of any Proceeding against Indemniteea Proceeding, the Company, if appropriate, Company shall be entitled to assume the defense of such Proceeding at its own expense, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld 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 Proceeding, ; provided that (i) Indemnitee shall have the right to employ Indemnitee's counsel in any such Proceeding at Indemnitee’s expense; 's expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such Proceeding, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the Company. The Company shall not have the right to conduct such defense as it sees fit in its sole discretion, provided that the Company has the right to settle any Proceeding in any manner that would impose any penalty claim against Indemnitee only with the consent of Indemnitee, which shall not be unreasonably withheld or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Company nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlementdelayed.

Selection of Counsel. In the event If the Company shall be obligated under Section 3(a) hereof 1 or Section 2 to pay the expenses Expenses of any Proceeding against Indemnitee, the Company, if appropriate, Company shall be entitled to assume the defense of such 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 its own expenseCompany’s expenses), with counsel approved consented to by Indemniteeindemnittee, such consent not 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 Proceeding, ; provided that (i) Indemnitee shall have the right to employ separate counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not, in fact, have employed counsel to assume the defense of such Proceedingproceeding, then the reasonable fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. The Company shall not settle any Proceeding in any manner that would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Company nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof hereunder to pay the expenses Expenses of any Proceeding against IndemniteeClaim, 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, if appropriate, Company shall be entitled to assume the defense of such Proceeding at its own expense, 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 ProceedingClaim; provided, provided that that: (i) Indemnitee shall have the right to employ Indemnitee's counsel in any such Proceeding Claim at Indemnitee’s 's expense; , and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a potential conflict of interest between the Company and Indemnitee may arise in the conduct of any such defense defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such ProceedingClaim, then the fees and expenses of Indemnitee’s Indemnitee counsel shall be at the expense of the Company. The Company shall not have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any Proceeding in any manner that would impose any penalty or limitation on the claim against Indemnitee without the Indemnitee’s written consent. Neither the Company nor consent of the Indemnitee will unreasonably withhold or delay their consent to provided, the amount of such settlement does not exceed the Limit Amount and any proposed settlementsuch 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 only.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof hereunder to pay the expenses Expenses of any Proceeding against Indemniteea Proceeding, the Company, if appropriate, Company shall be entitled to assume the defense of such 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 Proceeding; provided that, provided that (i) Indemnitee shall have the right to employ Indemnitee's counsel in any such Proceeding at Indemnitee’s expense; 's expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such Proceeding, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the Company. The Company shall not have the right to conduct such defense as it sees fit in its sole discretion, provided that the Company has the right to settle any Proceeding in any manner that would impose any penalty or limitation on claim against Indemnitee only with the Indemnitee without the consent of Indemnitee’s written consent. Neither the Company nor the Indemnitee will , which shall not be unreasonably withhold or delay their consent to any proposed settlementwithheld.

Selection of Counsel. In the event If the Company shall be obligated under Section 3(a) hereof hereunder to pay the expenses Expenses of any Proceeding against IndemniteeClaim, the Company, if appropriate, Company shall be entitled to assume the defense of such Proceeding at its own expenseClaim, with counsel approved by the Indemnitee, upon the delivery to the Indemnitee of written notice of its election so to dodo so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same ProceedingClaim; provided that, provided that (i) the Indemnitee shall have the right to employ the Indemnitee's counsel in any such Proceeding Claim at the Indemnitee’s expense; 's expense and (ii) if (A) the employment of counsel by the Indemnitee has been previously authorized by the Company, (B) the Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and the Indemnitee in the conduct of any such defense and shall have promptly notified the Company in writing of such determination, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such ProceedingClaim, then the fees and expenses of the Indemnitee’s 's counsel shall be at the expense of the Company. The Company shall not settle any Proceeding proceeding in any manner that which would impose any penalty or limitation on the Indemnitee without the Indemnitee’s 's prior written consent. Neither the Company nor the Indemnitee will , which consent shall not be unreasonably withhold withheld or delay their consent to any proposed settlementdelayed.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a2(a) hereof to pay the expenses (including attorneys' fees) of any Proceeding action, suit or proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Proceeding at its own expenseaction, suit or proceeding, with counsel approved by Indemnitee, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceedingaction, suit or proceeding, provided that (i) Indemnitee shall have the right to employ counsel in any such Proceeding action suit or proceeding at Indemnitee’s 's expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or defense, (C) the Company shall not, in fact, have employed counsel to assume the defense of such Proceedingaction, 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 's counsel shall be at the expense of the Company. The Company shall not settle be entitled to assume the defense of any Proceeding in any manner that would impose any penalty claim, action, suit or limitation proceeding brought by or on the Indemnitee without the Indemnitee’s written consent. Neither behalf of the Company nor against Indemnitee or as to which Indemnitee shall have made the Indemnitee will unreasonably withhold conclusion provided for in (ii) (B) or delay their consent to any proposed settlement(D) above.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof to pay the expenses of any Proceeding against IndemniteeIndemnitee pursuant to this Agreement, the Company, if appropriate, Company shall be entitled to assume the defense of such Proceeding at its own expense, 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 ProceedingAction; provided however, provided that that, (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Proceeding the Action at Indemnitee’s expense; expense and (ii) if (Aa) the employment of counsel by Indemnitee in such Action has been previously authorized by the Company, (Bb) 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 or (Cc) the Company shall not, in fact, have employed not continue to retain such counsel to assume defend the defense of such ProceedingAction, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. The Company shall not settle settle, compromise or consent to the entry of any Proceeding in any manner that would impose any penalty or limitation on judgment with respect to the Indemnitee Action without the prior written consent of Indemnitee (which shall not be unreasonably withheld or 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 written consent. Neither the Company nor the Indemnitee will unreasonably withhold behalf pursuant to this Agreement or delay their consent to any proposed settlementotherwise).

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof hereunder to pay the expenses Expenses of any Proceeding against IndemniteeClaim, the Company, if appropriate, Company shall be entitled to assume the defense of such Proceeding at its own expenseClaim, 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 ProceedingClaim; provided that, provided that (i) the Indemnitee shall have the right to employ such Indemnitee’s counsel in any such Proceeding Claim at the Indemnitee’s expense; expense and (ii) if (A) the employment of counsel by the Indemnitee has been previously authorized by the Company, (B) such Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and such Indemnitee in the conduct of any such defense defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such ProceedingClaim, then the fees and expenses of the Indemnitee’s counsel shall be at the expense of the Company. The Company shall not have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any Proceeding in claim, action or proceeding against any manner that would impose any penalty or limitation on the Indemnitee without the consent of such Indemnitee’s written consent. Neither the Company nor , provided such settlement includes a full release of the Indemnitee will unreasonably withhold by the claimant from all liabilities or delay their consent to any proposed settlementpotential liabilities under such claim.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a1(a) or (b) hereof to pay the expenses Expenses of any Proceeding against Indemnitee, the Company, if appropriate, Company shall be entitled to assume the defense of such Proceeding at its own expenseProceeding, with counsel approved by IndemniteeIndemnitee (who shall not unreasonably withhold 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 Proceeding, provided that that, (i) Indemnitee shall have the right to employ his counsel in any such Proceeding 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) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense 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 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, in fact, have employed counsel to assume the defense of such ProceedingProceeding within a reasonable time frame, then the reasonable fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. The Company shall not settle any Proceeding in any manner that would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Company nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof 4.01 of this Agreement to pay the expenses Expenses of any Proceeding (in whole or in part) against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Proceeding at its own expenseProceeding, 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 Proceeding, provided that (ia) Indemnitee shall have the right to employ his or her counsel in any such Proceeding at Indemnitee’s expense; and (iib) if (A1) the employment of counsel by Indemnitee has been previously authorized by the Company, (B2) (i) Indemnitee shall have reasonably concluded that there 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 (Cii) representation by such counsel retained by the Company would be precluded under the applicable standards of professional conduct, or (3) the Company shall not, in fact, have employed counsel to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. The Company shall not settle be entitled to assume the defense of any Proceeding (in any manner that would impose any penalty whole or limitation in part) brought by or on the Indemnitee without the Indemnitee’s written consent. Neither behalf of the Company nor or as to which Indemnitee shall have reasonably made the Indemnitee will unreasonably withhold or delay their consent to any proposed settlementconclusion provided for in (2) above.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a2(a) hereof to pay the expenses Expenses of any Proceeding action, suit, arbitration, proceeding, inquiry or investigation against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Proceeding at its own expenseaction, suit, arbitration, proceeding, inquiry or investigation, with counsel approved by Indemnitee, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceedingaction, suit, arbitration, proceeding, inquiry or investigation; provided that that, (i) Indemnitee shall have the right to employ Indemnitee's counsel in any such Proceeding action, suit, arbitration, proceeding, inquiry or investigation at Indemnitee’s expense; 's expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such Proceedingaction, suit, arbitration, proceeding, inquiry or investigation, then the fees and expenses Expenses of Indemnitee’s 's counsel shall be at the expense of the Company. The Company shall not settle any Proceeding in any manner that would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Company nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Selection of Counsel. In the event the Company shall be is obligated under Section 3(a) hereof hereunder to pay the expenses Expenses of any Proceeding against IndemniteeClaim, the Company, if appropriate, Company shall be entitled to participate in the proceeding and assume the control of the defense of such Proceeding at its own expenseClaim, with counsel reasonably approved by IndemniteeIndemnitee (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 Ixxxxxxxxx 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 ProceedingClaim; provided that, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Proceeding Claim at Indemnitee’s sole expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably the right to employ Indemnitee’s own counsel in connection with such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such Claim; and (iii) if the Company and Indemnitee have mutually concluded that there may be is a conflict of interest between the Company and Indemnitee them in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel to assume the defense of such ProceedingClaim, then Indemnitee is entitled to retain its own counsel and the reasonable fees and expenses of Indemnitee’s counsel reasonably approved by the Company (such approval shall not be unreasonably withheld, delayed or conditioned) shall be at the expense of the Company. The Company shall not settle any Proceeding in any manner that would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Company nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof hereunder to pay the expenses Expenses of any Proceeding against IndemniteeClaim, the Company, if appropriate, an Indemnitee shall be entitled to request that the Company assume the defense of such Proceeding at its own expenseClaim, with legal counsel approved by the Indemnitee, 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 ProceedingClaim; provided that, provided that (i) the Indemnitee shall have the right to employ such Indemnitee’s legal counsel in any such Proceeding 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, 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 such proceeding; and (iiiii) if (A) the employment of legal counsel by the Indemnitee has been previously authorized by the Company, (B) such Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and such Indemnitee in the conduct of any such defense defense, or (C) the Company shall not, not in fact, have employed fact continue to retain such legal counsel to assume the defense of defend such ProceedingClaim, then the fees and expenses of the Indemnitee’s legal counsel shall be at the expense of the Company. The Company shall conduct the defense of the Indemnitee in good faith and in consultation with the Indemnitee and legal counsel, and the Company shall not settle any Proceeding in any manner that would impose any penalty or limitation on claim against the Indemnitee without the Indemnitee’s express written consent. Neither the Company nor consent of the Indemnitee will which shall not be unreasonably withhold or delay their consent to any proposed settlementwithheld.

Selection of Counsel. In the event the Company shall be -------------------- obligated under Section 3(a) hereof hereunder to pay the expenses Expenses of any Proceeding against IndemniteeClaim, the Company, if appropriate, Company shall be entitled to assume the defense of such Proceeding at its own expense, Claim with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same ProceedingClaim; provided that, provided that (i) Indemnitee shall have the right to employ Indemnitee's counsel in any such Proceeding Claim at Indemnitee’s expense; 's expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such ProceedingClaim, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the Company. The Company shall not have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any Proceeding in any manner that would impose any penalty or limitation on the claim against Indemnitee without the consent of the Indemnitee’s written consent. Neither the Company nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof hereunder to pay the expenses Expenses of any Proceeding against IndemniteeClaim, the Company, if appropriate, Company shall be entitled to assume the defense of such Proceeding at its own expense, with counsel approved by Indemnitee, Claim upon the delivery to Indemnitee of written notice of its election so to dodo so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, Claim; provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Proceeding Claim at Indemnitee’s expense; expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized in writing by the Company, (B) Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall notfails to assume, in factor fails to continue the assumption of, have employed counsel to assume the defense of such ProceedingClaim in a timely manner, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. The Company shall not settle any Proceeding action, suit or proceeding in any manner that would impose any expense, penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Company nor the Indemnitee will , which consent shall not be unreasonably withhold or delay their consent to any proposed settlementwithheld.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof hereunder to pay the expenses Expenses of any Proceeding against IndemniteeClaim, the Company, if appropriate, an Indemnitee shall be entitled to request that the Company assume the defense of such Proceeding at its own expense, Claim with legal counsel reasonably approved by the Indemnitee, 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 counsel by Indemnitee the Indemnitee, and the retention of such counsel by the Company, the Company will not be liable to such Indemnitee under this Agreement for any fees of counsel subsequently incurred by such Indemnitee with respect to the same ProceedingClaim; provided that, provided that (i) the Indemnitee shall have the right to employ separate legal counsel in any such Proceeding Claim at the Indemnitee’s expense; expense and (ii) if (A) the employment of separate legal counsel by the Indemnitee has been previously authorized by the Company, (B) such Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and such Indemnitee in the conduct of any such defense defense, or (C) the Company shall not, in fact, have employed not continue to retain the legal counsel originally appointed to assume the defense of defend such ProceedingClaim, then the reasonable fees and expenses of the Indemnitee’s separate legal counsel shall be at the expense of the Company. The Company shall conduct the defense of the Indemnitee in good faith and in consultation with the Indemnitee and legal counsel, and the Company shall not settle any Proceeding in any manner that would impose any penalty or limitation on claim against the Indemnitee without the express written consent of the Indemnitee’s written consent. Neither the Company nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Selection of Counsel. In the event the Company shall be obligated -------------------- under Section 3(a1(a) or (b) hereof to pay the expenses of any Proceeding proceeding against Indemnitee, the Company, if appropriate, Company shall be entitled to assume the defense of such Proceeding at its own expenseproceeding, with counsel approved by IndemniteeIndemnitee (which shall not unreasonably withhold 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 Proceedingproceeding, provided that provided, that, (i) Indemnitee shall have the right to employ his counsel in any -------- ---- such Proceeding proceeding at Indemnitee’s 's expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized in writing by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense 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 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, in fact, have employed counsel to assume the defense of such Proceedingproceeding, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the Company. The Company shall not settle any Proceeding in any manner that would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Company nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof hereunder to pay the expenses Expenses of any Proceeding against IndemniteeClaim, the Company, if appropriate, shall be entitled to assume the defense of such Proceeding at its own expense, Claim with counsel approved by Indemnitee, Indemnitee (not to be unreasonably withheld) upon the delivery to Indemnitee of written notice of its the Company’s election so to dodo so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same ProceedingClaim; provided that, provided that (i) Indemnitee shall have the right to employ Indemnitee’s separate counsel in any such Proceeding Claim at Indemnitee’s expense; (ii) Indemnitee shall have the right to employ its own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (iiiii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of 31 any such defense defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such ProceedingClaim, then the fees and expenses of Indemnitee’s separate counsel shall be at the expense of the Company. The Company shall not settle any Proceeding in any manner that would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Company nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Selection of Counsel. In the event the Company IBC shall be obligated under Section 3(a) 2 hereof to pay the expenses Expenses of any Proceeding against the Indemnitee, the CompanyIBC, if appropriate, shall be entitled to assume the defense of such Proceeding at its own expense, 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 Proceeding, provided that that: (i) the Indemnitee shall have the right to employ its counsel in any such Proceeding at the Indemnitee’s expense; and and (ii) if (A) the employment of counsel by the Indemnitee has been previously authorized by the CompanyIBC, (B) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between IBC and the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company IBC shall not, in fact, have employed counsel to assume the defense of such Proceeding, then the fees and expenses of the Indemnitee’s counsel shall be at the expense of the Company. The Company shall not settle any Proceeding in any manner that would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Company nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlementIBC.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof hereunder to pay the expenses Expenses of any Proceeding against IndemniteeClaim, the Company, if appropriate, Company shall be entitled to assume the defense of such Proceeding at its own expense, Claim with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same ProceedingClaim; provided that, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Proceeding Claim at Indemnitee’s expense; expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such ProceedingClaim, then the reasonable fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. 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, however, that the Company shall not settle any Proceeding in any manner that would impose any penalty Claim requiring the admission of guilt or limitation on the responsibility by Indemnitee without the Indemnitee’s prior written consent. Neither the Company nor the Indemnitee will unreasonably withhold or delay their , such consent to any proposed settlementnot be unreasonably withheld.

Selection of Counsel. In the event the Company Double-Take shall be obligated under Section 3(a) hereof hereunder to pay provide indemnification for or make any Expense Advances with respect to the expenses Expenses of any Proceeding against IndemniteeClaim, the CompanyDouble-Take, if appropriate, shall be entitled to assume the defense of such Proceeding at its own expense, Claim with counsel approved by Indemnitee, Indemnified Person (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee Indemnified Person of written notice of its Double-Take’s election so to dodo so. After delivery of such notice, approval of such counsel by Indemnitee Indemnified Person and the retention of such counsel by the CompanyDouble-Take, the Company Double-Take will not be liable to Indemnitee Indemnified Person under this Agreement for any fees or expenses of separate counsel subsequently incurred retained by Indemnitee or on behalf of Indemnified Person with respect to the same ProceedingClaim; provided, provided that that, (i) Indemnitee Indemnified Person shall have the right to employ Indemnified Person’s separate counsel in any such Proceeding Claim at IndemniteeIndemnified Person’s expense; expense and (ii) if (A) the employment of separate counsel by Indemnitee Indemnified Person has been previously authorized by the CompanyDouble-Take, (B) Indemnitee Indemnified Person shall have reasonably concluded that there may be a conflict of interest between the Company Double-Take and Indemnitee Indemnified Person in the conduct of any such defense defense, or (C) the Company Double-Take shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such ProceedingClaim, then the fees and expenses of IndemniteeIndemnified Person’s separate counsel shall be at the expense of the Company. The Company shall not settle any Proceeding in any manner that would impose any penalty Expenses for which Indemnified Person may receive indemnification or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Company nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlementExpense Advances hereunder.

Selection of Counsel. In the event If the Company or EMJ shall be obligated under Section 3(a) hereof hereunder to pay the expenses of or advance Expenses or indemnify Indemnitee with respect to any Proceeding against IndemniteeLosses, the Company, if appropriate, Company shall be entitled to assume the defense of such Proceeding at its own expenseany related Claims, with counsel approved selected by Indemniteethe Company or EMJ, upon 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 delivery to Indemnitee prior written approval of written notice a majority of its election so to dosuch Former Directors who are seeking indemnification, which approval shall not be unreasonably withheld 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 Proceeding, defense of such Claims; provided that that: (i) Indemnitee shall have the right to employ counsel in connection with any such Proceeding 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 reasonably concluded provided the Company and EMJ with written advice that there may be is a conflict of interest between the Company or EMJ and Indemnitee in the conduct of any such defense defense, or (C) the Company or EMJ shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such ProceedingClaim, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. The Company shall not settle any Proceeding in any manner that would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Company nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) 2 hereof to pay the expenses of any Proceeding proceeding against Indemnitee, the Company, if appropriate, Trust shall be entitled to assume the defense of such Proceeding at its own expenseproceeding, with counsel approved by IndemniteeIndemnitee (who shall not unreasonably withhold 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 CompanyTrust, the Company Trust will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceedingproceeding, provided that that, (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Proceeding proceeding at Indemnitee’s expense; , and (ii) the reasonable fees and expenses of Indemnitee’s counsel shall be at the expense of the Trust if (A) the employment of counsel by Indemnitee has been previously authorized in writing by the CompanyTrust, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company Trust and Indemnitee in the conduct of any such defense or and shall have notified the Trust in writing thereof, (C) Indemnitee shall have reasonably concluded that there may be a conflict of interest between Indemnitee and other indemnitees of the Company Trust being represented by counsel retained by the Trust in the same proceeding and shall have notified the Trust in writing thereof, or (D) the Trust shall not, in fact, have employed counsel to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. The Company shall not settle any Proceeding in any manner that would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Company nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlementproceeding within a reasonable time frame.

Selection of Counsel. In the event the Company Indemnifying Parties shall be obligated under Section 3(a) 7 hereof to pay the expenses Expenses of any Proceeding against Indemnitee, the CompanyIndemnifying Parties, if appropriate, shall be entitled to assume the defense of such Proceeding at its own expenseProceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably 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 CompanyIndemnifying Parties, the Company Indemnifying Parties will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ his or her counsel in any such Proceeding at Indemnitee’s 's expense; and (ii) if (A) the employment of counsel by Indemnitee Xxxxxxxxxx has been previously authorized by the CompanyIndemnifying Parties, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company Indemnifying Parties and Indemnitee in the conduct of any such defense or (C) the Company Indemnifying Parties shall not, in fact, have employed counsel to assume the defense of such Proceeding, then the fees and expenses Expenses of Indemnitee’s 's counsel shall be at the expense of the Company. The Company shall not settle any Proceeding in any manner that would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Company nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlementIndemnifying Parties.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) 8 hereof to pay the expenses of any Proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Proceeding at its own expenseProceeding, 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 Proceeding, provided that (ia) Indemnitee shall have the right to employ his counsel in any such Proceeding at Indemnitee’s expense; and (iib) if (A1) the employment of counsel by Indemnitee has been previously authorized by the Company, (B2) Indemnitee shall have reasonably concluded that there 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 counsel retained by the Company which would preclude such counsel from representing both the Indemnitee and the Company (Cor any other person or persons included in a joint defense) under the applicable standards of professional conduct, or (3) the Company shall not, in fact, have employed counsel to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. The Company shall not settle be entitled to assume the defense of any Proceeding in any manner that would impose any penalty brought by or limitation on the Indemnitee without the Indemnitee’s written consent. Neither behalf of the Company nor or as to which Indemnitee shall have reasonably made the Indemnitee will unreasonably withhold or delay their consent to any proposed settlementconclusion provided for in (2) above.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof hereunder to pay the expenses Expenses of any Proceeding against IndemniteeClaim, the Company, if appropriate, shall be entitled to assume the defense of such Proceeding at its own expense, Claim with counsel approved by IndemniteeIndemnitee (such approval not to be unreasonably withheld), upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same ProceedingClaim; provided that, provided that (i) Indemnitee shall have the right to employ Indemnitee's counsel in any such Proceeding Claim at Indemnitee’s expense; 's expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded (based on the advice of counsel) that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such ProceedingClaim, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the Company. The Company shall not settle any Proceeding in any manner that would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Company nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof hereunder to pay the expenses Expenses of any Proceeding against Indemniteeaction, suit, proceeding, inquiry or investigation, the Company, if appropriateexcept as otherwise provided below, shall be entitled to assume the defense of such Proceeding action, suit, proceeding, inquiry or investigation at its own expense, expense with counsel approved by Indemnitee, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee 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 Proceedingaction, suit, proceeding, inquiry or investigation, other than as provided that below. The Company shall not settle any Proceeding in any manner which would impose any penalty or limitation on the Indemnitee without the Indemnitee's written consent (i) which approval shall not be unreasonably withheld). The Indemnitee shall have the right to employ Indemnitee's own counsel in any such Proceeding 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 thereof shall be at the expense of the Indemnitee’s expense; and , unless (ii) if (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 Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense defense, or (Ciii) the Company shall not, not in fact, fact have employed or retained or shall not in fact continue to employ or retain counsel to assume the defense of such Proceedingaction, then suit, proceeding, inquiry or investigation, in each of which cases the fees and expenses of the Indemnitee’s 's counsel shall be at the expense of the Company. The Company shall not settle be entitled to assume or control the defense of any Proceeding in any manner that would impose any penalty action, suit, proceeding, inquiry or limitation investigation brought by or on behalf of the Company or as to which the Indemnitee without has made the conclusion that there may be a conflict of interest between the Company and the Indemnitee’s written consent. Neither the Company nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof hereunder to pay the expenses Expenses of any Proceeding against IndemniteeClaim, the Company, if appropriate, Company shall be entitled to assume the defense of such Proceeding at its own expense, Claim with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same ProceedingClaim; PROVIDED that, provided that (i) Indemnitee shall have the right to employ its own counsel in any such Proceeding Claim at Indemnitee’s expense; 's expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded concluded, based on a written opinion of counsel, that there may be is a conflict of interest between the Company and Indemnitee in the conduct of any such defense or defense, and (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such ProceedingClaim, then the reasonable fees and expenses of Indemnitee’s Indemnitee counsel shall be at the expense of the Company. The Company shall not have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any Proceeding in any manner that would impose any penalty or limitation on the claim against Indemnitee without the consent of Indemnitee’s written consent. Neither the Company nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof hereunder to pay the expenses Expenses of any Proceeding against IndemniteeClaim, the Company, if appropriate, Company shall be entitled to assume the defense of such Proceeding at its own expenseClaim, 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 ProceedingClaim; provided that, provided that (i) the Indemnitee shall have the right to employ such Indemnitee’s counsel in any such Proceeding Claim at the Indemnitee’s expense; expense and (ii) if (A) the employment of counsel by the Indemnitee has been previously authorized by the Company, (B) such Indemnitee shall have reasonably concluded that there may be is an actual conflict of interest, or a potential conflict of interest that is material and reasonably likely, between the Company and such Indemnitee in the conduct of any such defense defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such ProceedingClaim, then the fees and expenses of the Indemnitee’s counsel shall be at the expense of the Company. The As long as the Company has otherwise complied with the terms hereof, the Company shall not have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any Proceeding in claim, action or proceeding against any manner that would impose any penalty or limitation on the Indemnitee without the consent of such Indemnitee’s written consent. Neither the Company nor , provided such settlement includes a full release of the Indemnitee will unreasonably withhold by the claimant from all liabilities or delay their consent to any proposed settlementpotential liabilities under such claim.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof hereunder to pay the expenses Expenses of any Proceeding against IndemniteeClaim, the Company, if appropriate, Company shall be entitled to assume the defense of such Proceeding at its own expenseClaim, 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 ProceedingClaim; provided that, provided that (i) the Indemnitee shall have the right to employ such Indemnitee's counsel in any such Proceeding Claim at the Indemnitee’s expense; 's expense and (ii) if (A) [a] the employment of counsel by the Indemnitee has been previously authorized by the Company, (B) [b] such Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and such Indemnitee in the conduct of any such defense defense, or (C) [c] the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such ProceedingClaim, then the fees and expenses of the Indemnitee’s 's counsel shall be at the expense of the Company. The Company shall not have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any Proceeding in any manner that would impose any penalty or limitation on claim against the Indemnitee without the consent of such Indemnitee’s written consent. Neither the Company nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a2(a) hereof to pay the expenses Expenses of any Proceeding action, suit or proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Proceeding at its own expenseProceeding, with counsel approved by Indemnitee, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ counsel in any such Proceeding at Indemnitee’s 's expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or defense, (C) the Company shall not, in fact, have employed counsel to assume the defense of such Proceedingaction, 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 's counsel shall be at the expense of the Company. The Company shall not settle be entitled to assume the defense of any Proceeding in any manner that would impose any penalty brought by or limitation on the Indemnitee without the Indemnitee’s written consent. Neither behalf of the Company nor against Indemnitee or as to which Indemnitee shall have made the Indemnitee will unreasonably withhold conclusion provided for in (ii) (B) or delay their consent to any proposed settlement(D) above.

Selection of Counsel. In the event With respect to any Proceeding as to which Indemnitee notifies the Company shall be obligated under Section 3(a) hereof to pay of the expenses of any Proceeding against Indemniteecommencement thereof, the Company, if appropriate, shall Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of such Proceeding at its own expense, with counsel approved by Indemnitee, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Companyany Proceeding, the Company will shall not be liable to Indemnitee under this Agreement or otherwise for any fees of counsel Expenses subsequently incurred by Indemnitee in connection with respect to the same Proceeding, defense of such Proceeding other than reasonable costs of investigation or as otherwise provided that (i) below. Indemnitee shall have the right to employ legal counsel in any such Proceeding Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s expense; and expense unless: (ii) if (Ai) the employment of legal counsel by Indemnitee has been previously authorized by the Company, ; (Bii) Indemnitee shall have has reasonably concluded determined that there may be a conflict of interest between Indemnitee and the Company and Indemnitee in the conduct defense of any such defense the Proceeding; (iii) after a Change in Control, the employment of counsel by Indemnitee has been approved by the independent counsel appointed pursuant to Section 6 hereof or (Civ) the Company shall not, not in fact, fact have employed counsel to assume the defense of such Proceeding, then in each of which cases all Expenses of the fees and expenses of Indemnitee’s counsel Proceeding shall be at the expense of borne by the Company. The Company shall not settle be entitled to assume the defense of any Proceeding brought by or on behalf of the Company, or as to which Indemnitee shall have made the determination provided for in any manner that would impose any penalty (ii) above or limitation on under the Indemnitee without the Indemnitee’s written consent. Neither the Company nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlementcircumstances provided for in (iii) and (iv) above.

Selection of Counsel. In the event the Company shall be -------------------- obligated under Section 3(a) hereof hereunder to pay the expenses Expenses of any Proceeding against IndemniteeClaim, the Company, if appropriate, Company shall be entitled to assume the defense of such Proceeding at its own expense, Claim with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same ProceedingClaim; provided that, provided that (i) Indemnitee shall have the right to -------- employ Indemnitee's counsel in any such Proceeding Claim at Indemnitee’s expense; 's expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such ProceedingClaim, then the fees and expenses of Indemnitee’s Indemnitee counsel shall be at the expense of the Company. The Company shall not have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any Proceeding in any manner that would impose any penalty or limitation on the claim against Indemnitee without the consent of Indemnitee’s written consent. Neither the Company nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Selection of Counsel. In the event If the Company shall be obligated under Section 3(a) hereof hereunder to pay the expenses of or advance Expenses or indemnify Indemnitee with respect to any Proceeding against IndemniteeLosses, the Company, if appropriate, Company shall be entitled to assume the defense of such Proceeding at its own expenseany related Claims, with counsel approved selected by the Company; provided that such counsel shall be subject to the prior written approval of Indemnitee, upon the delivery to Indemnitee of written notice of its election so to dowhich approval shall not be unreasonably withheld, conditioned 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 Proceeding, defense of such Claims; provided that (i) Indemnitee shall have the right to employ counsel in connection with any such Proceeding 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 reasonably concluded provided the Company with a written legal opinion that there may be is, or there is reasonably likely to be, a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such ProceedingClaim, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. The Company shall not settle any Proceeding in any manner that would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Company nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a4(a) hereof to pay or advance the expenses of any Proceeding proceeding against IndemniteeIndemnitee and for so long as it is paying such expenses, then, subject to clause (ii) of this Section 4(e), the Company, if appropriate, Company shall be entitled to assume the defense of such Proceeding at its own expenseproceeding, 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 Company’s retention of such counsel by the Companycounsel, 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 Proceedingproceeding, provided provided, however, that (i) Indemnitee shall have the right to employ his or her counsel in any such Proceeding proceeding at Indemnitee’s expense; and (ii) , if (Ai) the employment of counsel by Indemnitee has been previously authorized by the Company, (Bii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or that the Indemnitee may have any defenses to liability available to him or her that are not available to the Company, or (Ciii) the Company shall not, in fact, have employed counsel to assume the defense of such Proceedingproceeding, or having employed such counsel it fails or ceases to defend diligently and in good faith against the claims in such proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. The Company shall not settle any Proceeding in any manner that would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Company nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof hereunder to pay the expenses of any Proceeding against IndemniteeClaim, the Company, if appropriate, Company shall be entitled to assume the defense of such Proceeding at its own expenseClaim, 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 Proceeding, Claim; provided that (i) the Indemnitee shall have the right to employ such Indemnitee's counsel in any such Proceeding Claim at the Indemnitee’s expense; 's expense and (ii) if (A) the employment of counsel by the Indemnitee has been previously authorized by the Company, (B) such Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and such Indemnitee in the conduct of any such defense defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such ProceedingClaim, then the fees and expenses of the Indemnitee’s 's counsel shall be at the expense of the Company. The Company shall not have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any Proceeding in claim against any manner that would impose any penalty or limitation on the Indemnitee without the consent of such Indemnitee’s written consent. Neither the Company nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Selection of Counsel. In the event If the Company shall be obligated under Section 3(a) hereof hereunder to pay the expenses of or advance Expenses or indemnify Indemnitee with respect to any Proceeding against IndemniteeLosses, the Company, if appropriate, Company shall be entitled to assume the defense of such Proceeding at its own expenseany 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, upon the delivery to Indemnitee of written notice of its election so to dowhich approval shall not be unreasonably withheld, conditioned 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 Proceedingdefense of such Claims; provided, provided that (i) Indemnitee shall have the right to employ counsel in connection with any such Proceeding 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 reasonably concluded provided the Company with a written legal opinion that there may be is, or there is reasonably likely to be, a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such ProceedingClaim, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. The Company shall not settle any Proceeding in any manner that would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Company nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof to pay the expenses of any Proceeding proceeding against Indemnitee, the Company, if appropriate, Company shall be entitled to assume the defense of such Proceeding at its own expense, 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 withheld 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 Proceedingproceeding; provided, provided that (i) Indemnitee shall have the right to employ counsel of Indemnitee’s choice in any such Proceeding proceeding at Indemnitee’s expense; , and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not, not in fact, fact have employed counsel to assume the defense of such Proceedingproceeding 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 shall be at the expense of paid by the Company. The Company shall not settle any Proceeding in any manner that would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Company nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Selection of Counsel. In the event Upon notification of the Company shall be obligated under Section 3(a) hereof to pay of the expenses commencement of any Proceeding against Indemniteeas to which indemnification will or could be sought under this Agreement, the Company, if appropriate, Company shall be entitled to assume the defense of such Proceeding at its own expenseProceeding, 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 Proceeding; provided, provided that (i) Indemnitee shall have the right to employ his or her counsel in any such Proceeding at Indemnitee’s 's expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall notnot within sixty (60) days, in fact, have employed counsel to assume the defense of such Proceeding, then the fees and expenses Expenses of Indemnitee’s 's counsel 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 not settle be entitled to assume the defense of any Proceeding in any manner that would impose any penalty brought by or limitation on the Indemnitee without the Indemnitee’s written consent. Neither behalf of the Company nor or as to which Indemnitee shall have made the Indemnitee will unreasonably withhold or delay their consent to any proposed settlementdetermination provided for in (ii)(B) above.

Selection of Counsel. In the event the Company shall be -------------------- obligated under Section 3(a) hereof hereunder to pay the expenses Expenses of any Proceeding against IndemniteeClaim, the Company, if appropriate, Company shall be entitled to assume the defense of such Proceeding at its own expenseClaim, with counsel reasonably approved by the applicable Indemnitee, upon the delivery to such Indemnitee of written notice of its election so to dodo so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to such Indemnitee under this Agreement for any fees of counsel subsequently incurred by such Indemnitee with respect to the same ProceedingClaim; provided that, provided that (i) the Indemnitee shall have the right to employ ------------- such Indemnitee's counsel in any such Proceeding Claim at the Indemnitee’s 's expense; (ii) the Indemnitee shall have the right to employ its own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (iiiii) if (A) the employment of counsel by the Indemnitee has been previously authorized by the Company, (B) such Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and such Indemnitee in the conduct of any such defense defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such ProceedingClaim, then the fees and expenses of the Indemnitee’s 's counsel shall be at the expense of the Company. The Company shall not settle any Proceeding in any manner that would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Company nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Selection of Counsel. In the event the Company shall be is obligated under Section 3(a) hereof hereunder to pay the expenses Expenses of any Proceeding against IndemniteeClaim, the Company, if appropriate, Company shall be entitled to participate in the proceeding and assume the control of the defense of such Proceeding at its own expenseClaim, with counsel reasonably approved by IndemniteeIndemnitee (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 ProceedingClaim; provided that, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Proceeding Claim at Indemnitee’s sole expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably the right to employ Indemnitee’s own counsel in connection with such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such Claim; and (iii) if the Company and Indemnitee have mutually concluded that there may be is a conflict of interest between the Company and Indemnitee them in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel to assume the defense of such ProceedingClaim, then Indemnitee is entitled to retain its own counsel and the reasonable fees and expenses of Indemnitee’s counsel reasonably approved by the Company (such approval shall not be unreasonably withheld, delayed or conditioned) shall be at the expense of the Company. The Company shall not settle any Proceeding in any manner that would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consentIndemnification Agreement-Dx. Neither the Company nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.Xxxxx 6.21.18 - 5 -

Selection of Counsel. In the event the Company American Pacific shall be obligated under Section 3(a) hereof this Agreement to pay the expenses of any Proceeding proceeding against Indemnitee, the CompanyAmerican Pacific, if appropriate, shall be entitled to participate in the proceeding at its own expense and to assume the defense of such Proceeding at its own expenseproceeding, with counsel approved by Indemnitee, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the 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 Proceedingproceeding, provided that (i) Indemnitee shall have the right to employ his or her counsel in any such Proceeding proceeding at Indemnitee’s 's expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the CompanyAmerican Pacific, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company American Pacific and Indemnitee in the conduct of any such defense defense, or (C) the Company American Pacific shall not, in fact, have employed counsel to assume the defense of such Proceedingproceeding, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the CompanyAmerican Pacific. The Company American Pacific shall not settle be entitled to assume the defense of any Proceeding proceeding brought by American Pacific against Indemnitee or as to which Indemnitee shall have made the determination set forth in any manner that would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Company nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement(ii) above.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof hereunder to pay the expenses Expenses of any Proceeding against IndemniteeClaim, the Company, if appropriate, Company shall be entitled to assume the defense of such Proceeding at its own expenseClaim, 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 ProceedingClaim; provided that, provided that (i) the Indemnitee shall have the right to employ Indemnitee’s counsel in any such Proceeding Claim at the Indemnitee’s expense; expense and (ii) if (A) the employment of counsel by the Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume defend such Claim or does not diligently prosecute the defense of such ProceedingClaim, then the fees and expenses of the Indemnitee’s counsel shall be at the expense of the Company. The Company shall not diligently prosecute the defense of such Claim. The Company shall have the right to settle any Proceeding in any manner that would impose any penalty or limitation on the Claim against Indemnitee without the consent of such Indemnitee’s written consent. Neither ; provided, that (a) such settlement provides a full and unconditional release in exchange for the Company nor payment of money only, all of which will be funded by the Company, (b) such settlement does not include an admission of guilt, and (c) such settlement does not restrict the future activities of Indemnitee will unreasonably withhold or delay their consent to impose any proposed settlementon-going obligations (other than customary provisions such as confidentiality).

Selection of Counsel. In the event the Company Indemnitors shall be obligated under Section 3(a2(a) hereof to pay the expenses of any Proceeding proceeding against Indemnitee, Indemnitors, unless Indemnitee determines that a conflict of interest exists between the Company, if appropriateIndemnitee and Indemnitors with respect to a particular claim, shall be entitled to assume the defense of such Proceeding at its own expenseproceeding, 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 be not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceedingproceeding, provided that (i) Indemnitee shall have the right to employ his own separate counsel in any such Proceeding proceeding in addition to or in place of any counsel retained by Indemnitors on behalf of Indemnitee at Indemnitee’s 's expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the CompanyIndemnitors, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company Indemnitors and Indemnitee in the conduct of any such defense or (C) the Company Indemnitors shall not, in fact, have employed counsel to assume the defense of such Proceedingproceeding, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the Company. The Company shall not settle any Proceeding in any manner that would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Company nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlementIndemnitors.

Selection of Counsel. In If a change in control shall not have occurred, in the event the Company shall be obligated under Section 3(a) Sections 2 or 3 hereof to pay the expenses of any Proceeding against Indemnitee, the Company, if appropriate, Company shall be entitled to assume the defense of such Proceeding at its own expenseProceeding, with counsel approved by IndemniteeIndemnitee (which shall not unreasonably withhold 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 Proceedingproceeding, provided that provided, that, (i) Indemnitee shall have the right to employ his counsel in any such Proceeding proceeding at Indemnitee’s 's expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized in writing by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense 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 and other indemnitee 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, in fact, have employed counsel to assume the defense of such Proceedingproceeding, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the Company. The Company shall not settle any Proceeding in any manner that would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Company nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Selection of Counsel. In the event the Company shall be -------------------- obligated under Section 3(a) hereof hereunder to pay the expenses Expenses of any Proceeding against IndemniteeClaim, the Company, if appropriate, Company shall be entitled to assume the defense of such Proceeding at its own expenseClaim, with counsel reasonably approved by the applicable Indemnitee, upon the delivery to such Indemnitee of written notice of its election so to dodo so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to such Indemnitee under this Agreement for any fees of counsel subsequently incurred by such Indemnitee with respect to the same ProceedingClaim; provided that, provided that (i) ------------- the Indemnitee shall have the right to employ such Indemnitee's counsel in any such Proceeding Claim at the Indemnitee’s 's expense; (ii) the Indemnitee shall have the right to employ his own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (iiiii) if (A) the employment of counsel by the Indemnitee has been previously authorized by the Company, (B) such Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and such Indemnitee in the conduct of any such defense defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such ProceedingClaim, then the fees and expenses of the Indemnitee’s 's counsel shall be at the expense of the Company. The Company shall not settle any Proceeding in any manner that would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Company nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Selection of Counsel. In the event the Company shall -------------------- be obligated under Section 3(a2(a) hereof to pay the expenses (including attorneys' fees) of any Proceeding action, suit or proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Proceeding at its own expenseaction, suit or proceeding, with counsel approved by Indemnitee, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceedingaction, suit or proceeding, provided that (i) Indemnitee shall have the right to employ his counsel in any such Proceeding action suit or proceeding at Indemnitee’s 's expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not, in fact, have employed counsel to assume the defense of such Proceedingaction, suit or proceeding, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the Company. The Company shall not settle be entitled to assume the defense of any Proceeding in any manner that would impose any penalty claim, action, suit or limitation proceeding brought by or on behalf of the Company against Indemnitee or as to which the Indemnitee without shall have made the Indemnitee’s written consent. Neither the Company nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlementconclusion provided for in (ii) (B) above.

Selection of Counsel. In the event the Company shall be is obligated under Section 3(a) 7 hereof to pay pay, and pays the expenses Expenses of any Proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Proceeding at its own expenseProceeding, 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 Proceeding, provided that (i) Indemnitee shall have the right to employ his counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, (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 (CE) the Company shall not, in fact, have promptly employed counsel approved by the Indemnitee to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. The Company shall not settle any Proceeding in any manner that would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Company nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof hereunder to pay the expenses Expenses of any Proceeding against IndemniteeClaim, the Company, if appropriate, shall be entitled to assume the defense of such Proceeding at its own expense, Claim with counsel approved by Indemnitee, Indemnitee (not to be unreasonably withheld) upon the delivery to Indemnitee of written notice of its the Company’s election so to dodo so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same ProceedingClaim; provided that, provided that (i) Indemnitee shall have the right to employ Indemnitee’s separate counsel in any such Proceeding Claim at Indemnitee’s expense; (ii) Indemnitee shall have the right to employ its own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (iiiii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such ProceedingClaim, then the fees and expenses of Indemnitee’s separate counsel shall be at the expense of the Company. The Company shall not settle any Proceeding in any manner that would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Company nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof hereunder to pay the expenses Expenses of any Proceeding against IndemniteeClaim, the Company, if appropriate, Company shall be entitled to assume the defense of such Proceeding at its own expense, 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 ProceedingClaim; provided that, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Proceeding Claim at Indemnitee’s expense; expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such ProceedingClaim, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretion; provided, however, that the Company shall not be entitled to settle any Proceeding in any manner that would impose any penalty or limitation on the claim against Indemnitee without the consent of the Indemnitee’s written consent. Neither , which consent shall not be unreasonably withheld, conditioned or delayed, unless the Company nor settlement involves only the payment of monetary relief for which the Indemnitee will unreasonably withhold be indemnified and does not include a statement or delay their consent to any proposed settlementan admission of fault or culpability by or on behalf of the Indemnitee.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof hereunder to pay the expenses Expenses of any Proceeding against IndemniteeClaim, the Company, if appropriate, Company shall be entitled to assume the defense of such Proceeding at its own expense, Claim with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the prompt delivery to Indemnitee of written notice of its election so to dodo so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same ProceedingClaim; provided that, provided that (i) Indemnitee shall have the right to employ Indemnitee’s separate counsel in any such Proceeding Claim at Indemnitee’s expense; expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such ProceedingClaim, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. The Company shall not have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any Proceeding in any manner that would impose any penalty or limitation on the claim against Indemnitee without the consent of the Indemnitee’s written consent. Neither the Company nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof hereunder to pay the expenses Expenses of any Proceeding against IndemniteeClaim, the Company, if appropriate, Company shall be entitled to assume the defense of such Proceeding at its own expense, Claim with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same ProceedingClaim; provided that, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Proceeding claim at Indemnitee’s expense; Indemnitee expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (Cc) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such ProceedingClaim, then the fees and expenses of Indemnitee’s Indemnitee counsel shall be at the expense of the Company. The Company shall not have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any Proceeding in any manner that would impose any penalty or limitation on the Claim against Indemnitee without the Indemnitee’s written consent. Neither consent of the Indemnitee provided (i) the Company nor holds the Indemnitee will unreasonably withhold harmless in connection with any such settlement, (ii) the Indemnitee receives a full release from liability under the Claim settled and (iii) there are no non-monetary penalties or delay their consent to any proposed settlementobligations of the Indemnitee required by such settlement agreement.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a2(a) hereof to pay the expenses Expenses of any Proceeding action, suit, arbitration, proceeding, inquiry or investigation against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Proceeding at its own expenseaction, suit, arbitration, proceeding, inquiry or investigation, with counsel approved by Indemnitee, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceedingaction, suit, arbitration, proceeding, inquiry or investigation; provided that that, (i) Indemnitee shall have the right to employ employee Indemnitee’s counsel in any such Proceeding action, suit, arbitration, proceeding, inquiry or investigation at Indemnitee’s expense; expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such Proceedingaction, suit, arbitration, proceeding, inquiry or investigation, then the fees and expenses Expenses of Indemnitee’s counsel Indemnitee shall be at the expense of the Company. The Company shall not settle any Proceeding in any manner that would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Company nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Selection of Counsel. In the event the Company shall be -------------------- obligated under Section 3(a) hereof hereunder to pay the expenses Expenses of any Proceeding against IndemniteeClaim, the Company, if appropriate, Company shall be entitled to assume the defense of such Proceeding at its own expenseClaim, with counsel approved by Indemniteethe 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 ProceedingClaim; provided that, provided that (i) the Indemnitee shall have the right to employ such Indemnitee's counsel in any such Proceeding Claim at the Indemnitee’s expense; 's expense and (ii) if (A) the employment of counsel by the Indemnitee has been previously authorized by the Company, (B) such Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and such Indemnitee in the conduct of any such defense defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such ProceedingClaim, then the fees and expenses of the Indemnitee’s 's counsel shall be at the expense of the Company. The Company shall not have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any Proceeding in claim against any manner that would impose any penalty or limitation on the Indemnitee without the consent of such Indemnitee’s written consent. Neither the Company nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof -------------------- hereunder to pay the expenses Expenses of any Proceeding against IndemniteeClaim, the Company, if appropriate, Company shall be entitled to assume the defense of such Proceeding at its own expense, Claim with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same ProceedingClaim; provided that, provided that (i) Indemnitee shall have the right to employ Indemnitees' counsel in any such Proceeding Claim at Indemnitee’s expense; Indemnitee expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel as selected by the Company and approved by Indemnitee to assume the defense of defend such ProceedingClaim, then the Company shall be liable for the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company's counsel. The Company shall not have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any Proceeding in any manner that would impose any penalty or limitation on the claim against Indemnitee without the consent of the Indemnitee’s written consent. Neither the Company nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof hereunder to pay the expenses Expenses of any Proceeding against IndemniteeClaim, the Company, if appropriate, Company shall be entitled to assume the defense of such Proceeding at its own expense, 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 Xxxxxxxxxx and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same ProceedingClaim. Notwithstanding the Company’s assumption of the defense of any Claim, provided that (i) Indemnitee the Company shall have be obligated to pay the right to employ counsel in Expenses of any such Proceeding at Indemnitee’s expense; and (ii) Claim if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee the Company shall have reasonably concluded that there may be is a conflict of interest between the Company and Indemnitee in the conduct of any such defense such that Indemnitee needs to be separately represented, or (C) the Company shall not, in fact, have employed not continue to retain counsel to assume the defense of defend such ProceedingClaim, then the fees and expenses of Indemnitee’s counsel retained by Indemnitee shall be at the expense of the Company. The Company shall not have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any Proceeding in any manner that would impose any penalty or limitation on the 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 written consent. Neither the Company nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlementsole discretion.

Selection of Counsel. In the event If the Company shall be obligated under Section 3(a) hereof hereunder to pay the expenses of or advance Expenses or indemnify Indemnitees with respect to any Proceeding against IndemniteeLosses, the Company, if appropriate, Company shall be entitled to assume the defense of such Proceeding at its own expenseany related Claims, with counsel selected by the Company and approved by Indemniteethe 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 Proceeding, defense of such Claims; provided that that: (i) Indemnitee Indemnitees shall have the right to employ counsel in connection with any such Proceeding Claim at Indemnitee’s Indemnitees’ expense; and (ii) if (A) the employment of counsel by Indemnitee Indemnitees has been previously authorized by the Company, (B) Indemnitee counsel for Indemnitees shall have reasonably concluded provided the Company with written advice that there may reasonably be expected to exist a conflict of interest between the Company and Indemnitee Indemnitees in the conduct of any such defense defense, or (C) the Company shall not, not have in fact, have employed fact retained counsel to assume the defense of or shall not continue to retain such Proceedingcounsel to defend such Claim, then the fees and expenses of Indemnitee’s Indemnitees’ counsel shall be at the expense of the Company. The Company shall may not settle or compromise any Proceeding in claim or consent to the entry of any manner that would impose any penalty or limitation on the Indemnitee judgment with respect to which indemnification is being sought hereunder without the Indemnitee’s prior written consent. Neither consent of the Company nor the Indemnitee will Indemnitees (such consent not to be unreasonably withhold or delay their consent to any proposed settlementwithheld).

Selection of Counsel. In Upon notification by the event Indemnitee to the Company shall be obligated under Section 3(a) hereof to pay of the expenses commencement of any Proceeding against Indemniteeas to which indemnification will or could be sought under this Agreement, the Company, if appropriate, Company shall be entitled to assume the defense of such Proceeding at its own expenseProceeding, 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 Proceeding; provided, provided that (i) Indemnitee shall have the right to employ his or her counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall notnot within sixty (60) days of delivering notice to Indemnitee of its election to assume the defense of such Proceeding, in fact, have employed retained counsel to assume the defense of such Proceeding, then the fees and expenses Expenses of Indemnitee’s counsel shall be at the expense of the Company. In the event separate counsel is retained by Indemnitee pursuant to this Section 4(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 not settle be entitled to assume the defense of any Proceeding in any manner that would impose any penalty brought by or limitation on the Indemnitee without the Indemnitee’s written consent. Neither behalf of the Company nor or as to which Indemnitee shall have made the Indemnitee will unreasonably withhold or delay their consent to any proposed settlementdetermination provided for in (ii)(B) above.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof hereunder to pay the expenses Expenses of any Proceeding against IndemniteeClaim, the Company, if appropriate, Company shall be entitled to assume the defense of such Proceeding at its own expense, Claim with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same ProceedingClaim; provided that, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Proceeding Claim at Indemnitee’s expense; expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such ProceedingClaim, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim against Indemnitee without the consent of the Indemnitee; provided that the Company shall not settle any Proceeding Claim (or any part thereof) in any a manner that would impose imposes any penalty or limitation liability on the Indemnitee without the Indemnitee’s prior written consent, which shall not be unreasonably withheld. Neither The Company shall not be entitled, without the Company nor consent of Indemnitee, to assume the Indemnitee will unreasonably withhold defense of any claim brought by or delay their consent to any proposed settlementin the right of the Company.

Selection of Counsel. In the event If the Company shall be obligated under Section 3(a1(a) or (b) hereof to pay the expenses Expenses of any Proceeding against Indemnitee, the Company, if appropriate, Company shall be entitled to assume the defense of such Proceeding at its own expenseProceeding, with counsel approved by IndemniteeIndemnitee (who shall not unreasonably withhold 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 Proceeding, provided that that, (i) Indemnitee shall have the right to employ his or her counsel in any such Proceeding 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) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense 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 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, in fact, have employed counsel to assume the defense of such ProceedingProceeding within a reasonable time frame, then the reasonable fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. The Company shall not settle any Proceeding in any manner that would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Company nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof hereunder to pay the expenses Expenses of any Proceeding against IndemniteeClaim, the Company, if appropriate, Company shall be entitled to assume the defense of such Proceeding at its own expenseClaim, 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 ProceedingClaim; provided that, provided that (i) the Indemnitee shall have the right to employ such Indemnitee's counsel in any such Proceeding Claim at the Indemnitee’s expense; 's expense and (ii) if (A) the employment of counsel by the Indemnitee has been previously authorized by the Company, (B) such Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and such Indemnitee in the conduct of any such defense defense, or (C) the Company shall not, not in fact, fact have employed counsel to assume the defense of such ProceedingClaim, then the fees and expenses of the Indemnitee’s 's counsel shall be at the expense of the Company. The Company shall not have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any Proceeding in claim against any manner that would impose any penalty or limitation on the Indemnitee without the consent of such Indemnitee’s written consent. Neither the Company nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Selection of Counsel. In the event the Company shall be obligated under Section 3(a) hereof hereunder to pay the expenses Expenses of any Proceeding against IndemniteeClaim, the Company, if appropriate, Company shall be entitled to assume the defense of such Proceeding at its own expense, Claim with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same ProceedingClaim; provided that, provided that (i) Indemnitee shall have the right to employ Indemnitee's counsel in any such Proceeding Claim at Indemnitee’s expense; 's expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such ProceedingClaim, then the reasonable fees and expenses of Indemnitee’s 's counsel shall be at the expense of the Company. 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, however, that the Company shall not settle any Proceeding in any manner that would impose any penalty Claim requiring the admission of guilt or limitation on the responsibility by Indemnitee without the Indemnitee’s 's prior written consent. Neither the Company nor the Indemnitee will unreasonably withhold or delay their , such consent to any proposed settlementnot be unreasonably withheld.

Selection of Counsel. In the event Indemnitee shall provide written notice (a “Claim Notice”) to the Company shall be obligated under Section 3(a) hereof to pay the expenses promptly after receiving notice of any Proceeding against Indemniteeinitiated by a third party that may give rise to a claim for indemnification hereunder. Following its receipt of the Claim Notice, the Company, if appropriate, Company shall be entitled to assume the defense of such 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 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 Proceeding, ; provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Proceeding at Indemnitee’s expense; expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and Indemnitee in the conduct of any such defense defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. The Company shall not settle any Proceeding in any manner that would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Company nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Selection of Counsel. In If the event the Company General Partner shall be obligated under Section 3(a) hereof hereunder to pay the expenses of or advance Expenses or indemnify Indemnitees with respect to any Proceeding against IndemniteeLosses, the Company, if appropriate, General Partner shall be entitled to assume the defense of such Proceeding at its own expenseany related Claims, with counsel selected by the General Partner and approved by Indemniteethe 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 Proceeding, defense of such Claims; provided that that: (i) Indemnitee Indemnitees shall have the right to employ counsel in connection with any such Proceeding Claim at Indemnitee’s Indemnitees’ expense; and (ii) if (A) the employment of counsel by Indemnitee Indemnitees has been previously authorized by the CompanyGeneral Partner, (B) Indemnitee counsel for Indemnitees shall have reasonably concluded provided the General Partner with written advice that there 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 defense, or (C) the Company General Partner shall not, not have in fact, have employed fact retained counsel to assume the defense of or shall not continue to retain such Proceedingcounsel to defend such Claim, then the fees and expenses of Indemnitee’s Indemnitees’ counsel shall be at the expense of the CompanyGeneral Partner. The Company shall General Partner may not settle or compromise any Proceeding in claim or consent to the entry of any manner that would impose any penalty or limitation on the Indemnitee judgment with respect to which indemnification is being sought hereunder without the Indemnitee’s prior written consent. Neither consent of the Company nor the Indemnitee will Indemnitees (such consent not to be unreasonably withhold or delay their consent to any proposed settlementwithheld).