Common use of Selection of Counsel Clause in Contracts

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

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

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of such Claim, with legal counsel reasonably approved by the Indemnitee (which approval shall not be unreasonably withheld) Indemnitee, upon the delivery to the Indemnitee of written notice of its election to do 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 the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same Claim; provided that that, (i) the Indemnitee shall have the right to employ the Indemnitee’s legal counsel in any such Claim at the Indemnitee’s expense; (ii) the Indemnitee shall have the right to employ its own legal counsel in connection with any such proceeding, at the expense of the Company, 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) the Indemnitee shall have reasonably concluded that there is a conflict of interest between the Company and the Indemnitee in the conduct of any such defense, or (C) the Company shall not in fact continue to retain such legal counsel to defend such Claim, then the fees and expenses of the Indemnitee’s legal counsel shall be at the expense of the Company.

Selection of Counsel. In the event the The Company shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to may assume the defense of such Claim, any claim or proceeding for which indemnification is sought by the Indemnitee with counsel approved by Indemnitee, provided that Indemnitee may not unreasonably withhold approval, so long as the Company notifies the Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of written Company's election within a reasonable time of receiving notice of its election to do sothe claim or proceeding. After delivery If the Indemnitee approves exercise of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company's rights hereunder, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Claim; proceeding, provided that that: (i) Indemnitee shall have the right to employ Indemnitee’s his or her own counsel in any such Claim 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 is may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such not, in fact, have employed counsel to defend assume the defense of such Claimproceeding, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of paid by the Company.

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

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of such Claim, with counsel reasonably approved by the Indemnitee (which approval shall not be unreasonably withheld) applicable Indemnitee, upon the delivery to such Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to such Indemnitee under this Agreement for any fees of counsel subsequently incurred by such Indemnitee with respect to the same Claim; provided that that, (i) the Indemnitee shall have the right to employ such Indemnitee’s counsel in any such Claim at the Indemnitee’s expense; (ii) the Indemnitee shall have the right to employ its own counsel in connection with any such proceeding, at the expense of the Company, 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 is a conflict of interest between the Company and such Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of the Indemnitee’s counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of such Claim, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld) applicable Indemnitee, upon the delivery to such Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to such Indemnitee under this Agreement for any fees of counsel subsequently incurred by such Indemnitee with respect to the same Claim; provided that that, (i) the Indemnitee shall have the right to employ such Indemnitee’s counsel in any such Claim at the Indemnitee’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 is a conflict of interest between the Company and such Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of the Indemnitee’s counsel shall be at the expense of the Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including, without limitation, the right to settle any claim against any Indemnitee without the consent of such Indemnitee.

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of such Claim, Claim with counsel approved by the Indemnitee (Indemnitee, which approval shall not be unreasonably withheld) , upon the delivery to Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Claim; provided that that, (i) Indemnitee shall have the right to employ Indemnitee’s Indemnitees’ counsel in any such Claim at Indemnitee’s 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 is a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee’s Indemnitee counsel shall be at the expense of the Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim against Indemnitee without the consent of the Indemnitee.

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any ClaimClaim the Company, the Company if appropriate, shall be entitled to assume the defense of such Claim, Claim with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld) Indemnitee, upon the delivery to Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Claim; provided that that, (i) Indemnitee shall have the right to employ Indemnitee’s 's counsel in any such 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 is may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the Company.

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

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of such Claim, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Claim; provided that (i) Indemnitee shall have the right to employ Indemnitee’s 's counsel in any such 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 is a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated -------------------- hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of such Claim, Claim with counsel approved by the Indemnitee (Indemnitee, which approval shall not be unreasonably withheld) , upon the delivery to Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Claim; provided that that, (i) Indemnitee shall have the right to employ Indemnitee’s Indemnitees' counsel in any such Claim at Indemnitee’s 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 is a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee’s Indemnitee counsel shall be at the expense of the Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim against Indemnitee without the consent of the Indemnitee.

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

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of such Claim, Claim with counsel approved by the Indemnitee (Indemnitee, which approval shall not be unreasonably withheld) , upon the delivery to Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Claim; provided that that, (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Claim at Indemnitee’s expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there is may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, 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 Claim requiring the admission of guilt or responsibility by Indemnitee without Indemnitee’s prior written consent, such consent to not be unreasonably withheld.

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

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claima Proceeding, the Company shall be entitled to assume the defense of such Claim, Proceeding with counsel approved by the Indemnitee (Indemnitee, which approval shall not be unreasonably withheld) withheld or delayed, upon the delivery to Indemnitee of written notice of its election so to do sodo. 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 ClaimProceeding; provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Claim 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 is a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such ClaimProceeding, 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 that the Company has the right to settle any claim against Indemnitee only with the consent of Indemnitee, which shall not be unreasonably withheld or delayed.

Selection of Counsel. In the event the Company shall be obligated hereunder under Section 3(a) hereof to pay the Expenses expenses of any ClaimProceeding against Indemnitee, the Company Company, if appropriate, shall be entitled to assume the defense of such ClaimProceeding at its own expense, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld) Indemnitee, upon the delivery to Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Claim; Proceeding, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Claim 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 is 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 continue to retain such not, in fact, have employed counsel to defend assume the defense of such ClaimProceeding, 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 hereunder under Section 2(b) hereof to pay the Expenses of any proceeding against Indemnitee, the Company, unless the Indemnitee determines that a conflict of interest exists between the Indemnitee and the Company with respect to a particular Claim, the Company shall be entitled to assume the defense of such Claimproceeding, with counsel approved by the Indemnitee (Indemnitee, which approval shall not be unreasonably withheld) , upon the delivery to Indemnitee of written notice of its election to do soso and of written notice that it is so obligated. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will be not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Claim; proceeding, provided that (i) Indemnitee shall have the right to employ Indemnitee’s his own separate counsel in any such Claim proceeding in addition to or in place of any counsel retained by the Company on behalf of Indemnitee 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 is 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 continue to retain such not, in fact, have employed counsel to defend assume the defense of such Claimproceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated hereunder under Section 2(a) hereof to pay the Expenses expenses of any Claimproceeding against Indemnitee, the Company Company, if appropriate, shall be entitled to assume the defense of such Claimproceeding, with counsel approved in writing by the Indemnitee (Indemnitee, which approval shall not be unreasonably withheld) , upon the delivery to Indemnitee of written notice of its election so to do sodo. After delivery of such notice, written approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Claim; proceeding (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 Indemnitee’s his counsel in any such Claim 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 is 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 continue not, in fact, have employed or shall have ceased to retain employ counsel in the defense of such counsel to defend such Claimproceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. 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 withheld.

Selection of Counsel. In the event If the Company shall be is obligated hereunder to pay indemnify Indemnitee for Expenses with respect to a Covered Proceeding (other than a Proceeding that is brought by Indemnitee (x) against the Expenses Company or any of any Claimits directors or officers or (y) to enforce Indemnitee’s rights under this Agreement), the Company shall be entitled to assume the defense of such ClaimCovered Proceeding, with counsel approved by the Indemnitee (which whose approval shall not be unreasonably withheld) withheld or delayed), upon the delivery to Indemnitee of written notice of its election so to do sodo. 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 ClaimCovered Proceeding; provided that (ia) Indemnitee shall have the right to employ Indemnitee’s his or her own separate counsel in any such Claim Covered Proceeding at Indemnitee’s 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 is may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, defense or (Ciii) the Company shall not continue to retain such does not, in fact, employ counsel to defend assume the defense of such ClaimCovered Proceeding, then then, in each such case, the fees and expenses Expenses of Indemnitee’s separate counsel shall be at the expense of the Companysubject to indemnification under this Agreement.

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim, the Company The Corporation shall be entitled to assume the defense of such Claimany proceeding with respect to which it is obligated to advance expenses pursuant to Section 3.1, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld) reasonably satisfactory to Indemnitee, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the CompanyCorporation, the Company Corporation will not be liable to Indemnitee under this Agreement for any advance counsel fees of counsel subsequently incurred by to Indemnitee with respect to the same Claim; proceeding, provided that (i) Indemnitee shall have the right to employ Indemnitee’s his or her own counsel in any such Claim proceeding at Indemnitee’s expense 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 is may be a conflict of interest between the Company Corporation and Indemnitee in the conduct of any such defense, or (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 continue to retain such not, in fact, have employed counsel to defend such Claimassume the defense of the proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the CompanyCorporation. In the event separate counsel is retained by Indemnitee pursuant to this Section 3.4(c), the Corporation shall cooperate with Indemnitee and such separate counsel in the defense of the proceeding, including making documents, witnesses and other reasonable information related to the defense available to Indemnitee and 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 hereunder under Section 1(a) or (b) hereof to pay the Expenses of any ClaimIndemnitee, the Company shall be entitled to assume the defense of such ClaimProceeding, with counsel approved by the Indemnitee (which approval who shall not be unreasonably withheld) withhold such approval), upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Claim; Proceeding, provided that that, (i) Indemnitee shall have the right to employ Indemnitee’s his counsel in any such Claim proceeding 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 is may be a conflict of interest between the Company and Indemnitee in the conduct of any such defensedefense 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 continue to retain such not, in fact, have employed counsel to defend assume the defense of such ClaimProceeding within a reasonable time frame, then the reasonable fees and expenses of Indemnitee’s counsel shall be at the expense of the Company.

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

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

Selection of Counsel. In the event the Company shall be obligated hereunder under Section 2(a) hereof to pay the Expenses expenses of any Claimproceeding against Indemnitee, the Company Company, if appropriate, shall be entitled to assume the defense of such Claimproceeding, with counsel approved by the Indemnitee (Indemnitee, which approval shall not be unreasonably reasonably withheld) , upon the delivery to Indemnitee of written notice of its election so to do sodo. Notwithstanding the foregoing, the Company shall not be permitted to settle any action or claim on behalf of Indemnitee in any manner which would require any acknowledgment of wrongdoing on the part of Indemnitee without Indemnitee's written consent, which consent shall not be unreasonably withheld. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Claim; proceeding, provided that (i) Indemnitee shall have the right to employ Indemnitee’s his counsel in any such Claim 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 is may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such not, in fact, have employed counsel to defend assume the defense of such Claimproceeding, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated hereunder under Section 1(a) or (b) hereof to pay the Expenses expenses of any ClaimProceeding against Indemnitee, the Company shall be entitled to assume the defense of such ClaimProceeding, with counsel approved by the Indemnitee (which approval who shall not be unreasonably withheld) withhold such approval), upon the delivery to Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Claim; provided that Proceeding, PROVIDED, THAT, (i) Indemnitee shall have the right to employ Indemnitee’s his counsel in any such Claim proceeding at Indemnitee’s expense '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 is may be a conflict of interest between the Company and Indemnitee in the conduct of any such defensedefense 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 continue to retain such not, in fact, have employed counsel to defend assume the defense of such Claimproceeding, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated hereunder under Section 3(a) hereof to pay the Expenses expenses (including attorneys’ fees) of any Claimaction, suit or proceeding against Indemnitee, the Company Company, if appropriate, shall be entitled to assume the defense of such Claimaction, suit or proceeding, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld) Indemnitee, upon the delivery to Indemnitee of written notice of its the Company’s election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Claim; action, suit or proceeding, provided that that: (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Claim action, suit or 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 is 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 continue to retain such not, in fact, have employed counsel to defend assume the defense of such Claimaction, suit or proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any claim, action, suit or proceeding brought by or on behalf of the Company against Indemnitee or as to which the Indemnitee shall have made the conclusion provided for in (ii) (B) above.

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any ClaimClaim the Company, the Company if appropriate, shall be entitled to assume the defense of such Claim, Claim with counsel approved by the Indemnitee (which approval shall not to be unreasonably withheld) upon the delivery to Indemnitee of written notice of its the Company’s election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Claim; provided that that, (i) Indemnitee shall have the right to employ Indemnitee’s separate counsel in any such 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 is may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses Expenses of Indemnitee’s separate counsel shall be at the expense Expense of the Company.

Selection of Counsel. In the event the Company Corporation shall be obligated hereunder to pay the Expenses of any Claim, the Company Corporation shall be entitled to assume the defense of such Claim, Claim with counsel approved by the Indemnitee (Indemnitee, which approval shall not be unreasonably withheld) , upon the delivery to Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the CompanyCorporation, the Company Corporation will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Claim; provided that that, (i) Indemnitee shall have the right to employ Indemnitee’s Indemnitees’ counsel in any such Claim at Indemnitee’s Indemnitee 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 is a conflict of interest between the Company Corporation and Indemnitee in the conduct of any such defense, or (C) the Company Corporation shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee’s Indemnitee counsel shall be at the expense of the CompanyCorporation. The Corporation shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim against Indemnitee without the consent of the Indemnitee.

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

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of such Claim, Claim with counsel approved by the Indemnitee (Indemnitee, which approval shall not be unreasonably withheld) , upon the delivery to Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Claim; provided that that, (i) Indemnitee shall have the right to employ Indemnitee’s 's counsel in any such 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 is a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim against Indemnitee without the consent of the Indemnitee so long as in the case of the settlement (i) the Company 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 its consent to any settlement.

Selection of Counsel. In the event the Company shall be obligated -------------------- hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of such Claim, Claim with counsel approved by the Indemnitee (Indemnitee, which approval shall not be unreasonably withheld) , upon the delivery to Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Claim; provided that that, (i) Indemnitee shall have the right to employ Indemnitee’s Indemnitees' counsel in any such Claim at Indemnitee’s 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 is a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee’s Indemnitee counsel shall be at the expense of the Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim against Indemnitee without the consent of the Indemnitee provided the Company holds the Indemnitee harmless in connection with any such settlement.

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

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any ClaimClaim the Company, the Company if appropriate, shall be entitled to assume the defense of such Claim, Claim with counsel approved by the Indemnitee (which approval shall not to be unreasonably withheld) upon the delivery to Indemnitee of written notice of its the Company's election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Claim; provided that that, (i) Indemnitee shall have the right to employ Indemnitee’s 's separate counsel in any such 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 is may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses Expenses of Indemnitee’s 's separate counsel shall be at the expense Expense of the Company.

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim, the Company Company, if appropriate, shall be entitled to assume the defense of such Claim, Claim with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of written notice of its the Company’s election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently incurred employed by or on behalf of Indemnitee with respect to the same Claim; provided that that, (i) Indemnitee shall have the right to employ Indemnitee’s separate counsel in any such Claim at Indemnitee’s expense; (ii) Indemnitee shall have the right to employ its own counsel in connection with any such proceeding, at the expense of the Company, 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 is a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee’s separate counsel shall be at the expense of the Company.

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

Selection of Counsel. In the event If the Company shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of such Claim, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld) Indemnitee, upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same Claim; provided that that, (i) the Indemnitee shall have the right to employ the Indemnitee’s counsel in any such Claim at the Indemnitee’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 is a conflict of interest between the Company and the Indemnitee in the conduct of any such defensedefense and shall have promptly notified the Company in writing of such determination, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of the Indemnitee’s counsel shall be at the expense of the Company. The Company shall not settle any proceeding in any manner which would impose any penalty or limitation on the Indemnitee without the Indemnitee’s prior written consent, which consent shall not be unreasonably withheld or delayed.

Selection of Counsel. In the event If the Company shall be obligated hereunder to pay the Expenses advance any Expense of any Claim, the Company shall be entitled to assume the defense of such Claim, with counsel approved by the Indemnitee (Indemnitee, which approval shall will not be unreasonably withheld) , upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same Claim; provided that that, (i) the Indemnitee shall have the right to employ Indemnitee’s counsel in any such Claim at the Indemnitee’s 's expense and (ii) if (A) the employment of counsel by the Indemnitee has been previously authorized by the Company, or (B) Indemnitee shall have reasonably concluded that there is a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of the 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 the Indemnitee without the consent of the Indemnitee. The Company shall have no obligation to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Claim effected without the Company's prior written Consent.

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of such Claim, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld) Claim upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Claim; provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Claim at Indemnitee’s expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized in writing by the Company, (B) Indemnitee shall have reasonably concluded that there is a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not fails to assume, or fails to continue to retain the assumption of, the defense of such counsel to defend such ClaimClaim 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 action, suit or proceeding in any manner that would impose any expense, penalty or limitation on Indemnitee without Indemnitee’s written consent, which consent shall not be unreasonably withheld.

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

Selection of Counsel. In the event the Company shall be -------------------- obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of such Claim, Claim with counsel approved by the Indemnitee (Indemnitee, which approval shall not be unreasonably withheld) , upon the delivery to Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Claim; provided that that, (i) Indemnitee shall have the right to employ Indemnitee’s Indemnitees' counsel in any such Claim at Indemnitee’s 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 is a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee’s Indemnitee counsel shall be at the expense of the Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim against Indemnitee without the consent of the Indemnitee.

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claima Proceeding, the Company shall be entitled to assume the defense of such Claim, Proceeding with counsel approved by the Indemnitee (Indemnitee, which approval shall not be unreasonably withheld) withheld or delayed, upon the delivery to Indemnitee of written notice of its election so to do sodo. 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 ClaimProceeding; provided that (i) Indemnitee shall have the right to employ Indemnitee’s 's counsel in any such Claim 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 is a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such ClaimProceeding, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, provided that the Company has the right to settle any claim against Indemnitee only with the consent of Indemnitee, which shall not be unreasonably withheld or delayed.

Selection of Counsel. In the event the Company shall be obligated hereunder under Section 2(a) hereof to pay the Expenses of any Claimaction, suit, arbitration, proceeding, inquiry or investigation against Indemnitee, the Company Company, if appropriate, shall be entitled to assume the defense of such Claimaction, suit, arbitration, proceeding, inquiry or investigation, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld) Indemnitee, upon the delivery to Indemnitee of written notice of its election so to do sodo. 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 Claimaction, suit, arbitration, proceeding, inquiry or investigation; provided that that, (i) Indemnitee shall have the right to employ Indemnitee’s 's counsel in any such Claim action, suit, arbitration, proceeding, inquiry or investigation 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 is 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 continue to retain such counsel to defend such Claimaction, 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.

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of such Claim, with counsel approved by the Indemnitee (Indemnitee, which approval shall not be unreasonably withheld) , upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Claim; provided that that, (i) the Indemnitee shall have the right to employ Indemnitee’s 's counsel in any such Claim at the Indemnitee’s '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 is a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of the 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 such Indemnitee.

Selection of Counsel. In the event the Company shall be -------------------- obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of such Claim, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld) applicable Indemnitee, upon the delivery to such Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to such Indemnitee under this Agreement for any fees of counsel subsequently incurred by such Indemnitee with respect to the same Claim; provided that that, (i) the Indemnitee shall have the right to employ such Indemnitee’s 's counsel in any such Claim at the Indemnitee’s '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 is a conflict of interest between the Company and such Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of the 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 any Indemnitee without the consent of such Indemnitee.

Selection of Counsel. In the event the Company shall be obligated hereunder under Section 3.01 of this Agreement to pay the Expenses of any ClaimProceeding (in whole or in part) against Indemnitee, the Company Company, if appropriate, shall be entitled to assume the defense of such ClaimProceeding, with counsel approved by the Indemnitee (Indemnitee, which approval shall not be unreasonably withheld) , upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently paid or incurred by Indemnitee with respect to the same Claim; Proceeding, provided that (ia) Indemnitee shall have the right to employ Indemnitee’s his or her counsel in any such Claim Proceeding at Indemnitee’s expense 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 is may be a conflict of interest between the Company (or any other person or persons included in a joint defense) and Indemnitee in the conduct of any such defensedefense or (ii) representation by such counsel retained by the Company would be precluded under the applicable standards of professional conduct, or (C3) the Company shall not continue to retain such not, in fact, have employed counsel to defend assume the defense of such ClaimProceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any Proceeding (in whole or in part) brought by or on behalf of the Company or as to which Indemnitee shall have reasonably made the conclusion provided for in clause (2) above.

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of such Claim, with counsel approved by the Indemnitee (applicable Indemnitee, which approval shall not be unreasonably withheld) , upon the delivery to such Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to such Indemnitee under this Agreement for any fees of counsel subsequently incurred by such Indemnitee with respect to the same Claim; provided that that, (i) the Indemnitee shall have the right to employ such Indemnitee’s 's counsel in any such Claim at the Indemnitee’s '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 is a conflict of interest between the Company and such Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of the 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, action or proceeding against any Indemnitee without the consent of such Indemnitee, provided such settlement includes a full release of the Indemnitee by the claimant from all liabilities or potential liabilities under such claim.

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

Selection of Counsel. In the event the Company shall be obligated hereunder under Section 1(a) or (b) hereof to pay the Expenses of any ClaimIndemnitee, the Company shall be entitled to assume the defense of such ClaimProceeding, with counsel approved by the Indemnitee (which approval who shall not be unreasonably withheld) withhold such approval), upon the delivery to Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Claim; Proceeding, provided that that, (i) Indemnitee shall have the right to employ Indemnitee’s his counsel in any such Claim proceeding 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 is may be a conflict of interest between the Company and Indemnitee in the conduct of any such defensedefense 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 continue to retain such not, in fact, have employed counsel to defend assume the defense of such ClaimProceeding within a reasonable time frame, then the reasonable fees and expenses of Indemnitee’s counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of such Claim, with counsel reasonably approved by the Indemnitee (which approval shall not be unreasonably withheld) applicable Indemnitee, upon the delivery to such Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to such Indemnitee under this Agreement for any fees of counsel subsequently incurred by such Indemnitee with respect to the same Claim; provided that that, (i) the Indemnitee shall have the right to employ such Indemnitee’s 's counsel in any such 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 is a conflict of interest between the Company and such Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of the 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 the Indemnitee with the written consent of the Indemnitee that shall not be unreasonably withheld.

Selection of Counsel. In the event the Company Corporation shall be obligated hereunder to pay the Expenses of any Claimindemnify or advance expenses as set forth in Section 1 above, the Company Corporation shall be entitled to assume the defense of such Claimaction, suit or proceeding with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, notice and approval of such counsel by Indemnitee and the retention of such counsel by the CompanyIndemnitee, the Company Corporation 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 Claimaction, suit or proceeding; provided provided, however, that if either (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Claim at Indemnitee’s expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there is may be a conflict of interest between the Company Corporation and Indemnitee in the conduct of any such defense, or (Cii) after the Company shall not continue to retain approval of the retention of such counsel by Indemnitee, the Corporation shall not, in fact, have retained counsel to defend assume the defense of such Claimproceeding within a reasonable time after Indemnitee’s approval, then Indemnitee shall notify the Corporation that it is again retaining its own counsel and the Corporation shall again be obligated to pay the fees and expenses of Indemnitee’s counsel shall be to the extent not otherwise limited by any other section of this Agreement. Notwithstanding this Section 2(f), Indemnitee may at the expense of the Companyany time retain its own counsel at its sole expense.

Selection of Counsel. In the event the Company shall be is obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to participate in the proceeding and assume the control of the defense of such Claim, with counsel reasonably approved by the Indemnitee (which such approval shall not be unreasonably withheld) , delayed or conditioned), upon the delivery to Indemnitee of written notice of its election to do 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 Claim; provided that that, (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Claim at Indemnitee’s expense and sole expense; (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 is a conflict of interest between the Company and Indemnitee them in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend defense of such Claim, 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.

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses expenses of any ClaimIndemnitee pursuant to this Agreement, the Company shall be entitled to assume the defense of such Claim, the Action with counsel approved by the Indemnitee (Indemnitee, which approval shall not be unreasonably withheld) , upon the delivery to Indemnitee of written notice of its election so to do sodo. 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 ClaimAction; provided that however, that, (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Claim the Action at Indemnitee’s expense and (ii) if (Aa) the employment of counsel by Indemnitee in such Action has been previously authorized by the Company, (Bb) 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, defense or (Cc) the Company shall not continue to retain such counsel to defend such Claimthe Action, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. The Company shall not settle, compromise or consent to the entry of any judgment with respect to the 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 behalf pursuant to this Agreement or otherwise).

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

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of such Claim, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Claim; provided that (i) Indemnitee shall have the right to employ Indemnitee’s 's counsel in any such 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 is a conflict of interest between the Company and Indemnitee in the conduct of any such defense, defense or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of such Claim, with counsel approved by the Indemnitee (Indemnitee, which approval shall not be unreasonably withheld) , upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Claim; provided that that, (i) Indemnitee shall have the right to employ Indemnitee’s 's counsel in any such 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 is a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of such Claim, with counsel reasonably approved by the Indemnitee (which approval shall not be unreasonably withheld) applicable Indemnitee, upon the delivery to such Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to such Indemnitee under this Agreement for any fees of counsel subsequently incurred by such Indemnitee with respect to the same Claim; provided that that, (i) the Indemnitee shall have the right to employ such Indemnitee’s 's counsel in any such 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 is a conflict of interest between the Company and such Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of the Indemnitee’s 's counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be -------------------- obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of such Claim, Claim with counsel approved by the Indemnitee (Indemnitee, which approval shall not be unreasonably withheld) , upon the delivery to Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Claim; provided that that, (i) Indemnitee shall have the right to employ Indemnitee’s 's counsel in any such 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 is a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim against Indemnitee without the consent of the Indemnitee.

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim, the Company Company, if appropriate, shall be entitled to assume the defense of such Claim, Claim with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of written notice of its the Company's election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Claim; provided that that, (i) Indemnitee shall have the right to employ Indemnitee’s 's separate counsel in any such Claim at Indemnitee’s '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 is a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee’s 's separate counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of such Claim, with counsel approved by reasonably satisfactory to the Indemnitee (which approval shall not be unreasonably withheld) applicable Indemnitee, upon the delivery to such Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to such Indemnitee under this Agreement for any fees of counsel subsequently incurred by such Indemnitee with respect to the same Claim; provided that that, (i) the Indemnitee shall have the right to employ Indemnitee’s own counsel in any such Claim at the Indemnitee’s expense and expense; (ii) the Indemnitee shall have the right to employ Indemnitee’s own counsel in connection with any such proceeding, at the expense of the Company, 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 is a conflict of interest between the Company and such Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of the Indemnitee’s counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claima Proceeding, the Company shall be entitled to assume the defense of such Claim, Proceeding with counsel approved by the Indemnitee (Indemnitee, which approval shall not be unreasonably withheld) , upon the delivery to Indemnitee of written notice of its election so to do sodo. 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 ClaimProceeding; provided that that, (i) Indemnitee shall have the right to employ Indemnitee’s 's counsel in any such Claim 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 is a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such ClaimProceeding, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, provided that the Company has the right to settle any claim against Indemnitee only with the consent of Indemnitee, which shall not be unreasonably withheld.

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

Selection of Counsel. In the event If the Company shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of such Claim, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld) Indemnitee, upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same Claim; provided that that, (i) the Indemnitee shall have the right to employ the Indemnitee’s 's counsel in any such Claim at the Indemnitee’s '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 is a conflict of interest between the Company and the Indemnitee in the conduct of any such defensedefense and shall have promptly notified the Company in writing of such determination, or (C) the Company shall not continue to retain such counsel to defend such Claim, 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 which would impose any penalty or limitation on the Indemnitee without the Indemnitee's prior written consent, which consent shall not be unreasonably withheld or delayed.

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

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of such Claim, Claim with counsel approved by the Indemnitee (Indemnitee, which approval shall not be unreasonably withheld) , upon the delivery to Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Claim; provided that PROVIDED, THAT: (i) Indemnitee shall have the right to employ Indemnitee’s 's counsel in any such 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 is be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim against Indemnitee without the consent of the Indemnitee.

Selection of Counsel. In the event the Company Corporation shall be obligated hereunder under this Section 3 to pay indemnify the Expenses of any ClaimIndemnitee, the Company Corporation shall be entitled to assume the defense defence of such Claim, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld) Proceeding upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee notice and the retention of such counsel by the CompanyCorporation, the Company will Corporation shall not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same Claim; Proceeding, provided that (i) the Indemnitee shall have the right to employ Indemnitee’s his own counsel in any such Claim Proceeding at the Indemnitee’s expense expense; and (ii) if (A) the employment of counsel by the Indemnitee has been previously authorized by the CompanyCorporation, (B) the Indemnitee shall have reasonably concluded been advised in a written opinion of counsel acceptable to the Corporation, acting reasonably, addressed to the Indemnitee and to the Corporation stating that there is may be a conflict of interest between the Company Corporation and the Indemnitee in the conduct of any such defensedefence, or (C) the Company Corporation shall not continue to retain such not, in fact, have employed counsel to defend assume the defence of such ClaimProceeding, then the fees and expenses of the Indemnitee’s counsel shall be at borne by the expense of the CompanyCorporation.

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of such Claim, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld) applicable Indemnitee, upon the delivery to such Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to such Indemnitee under this Agreement for any fees of counsel subsequently incurred by such Indemnitee with respect to the same Claim; provided that PROVIDED that, (i) the Indemnitee shall have the right to employ such Indemnitee’s 's counsel in any such Claim at the Indemnitee’s '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 is a conflict of interest between the Company and such Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of the 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, without limitation, the right to settle any claim against any Indemnitee without the consent of such Indemnitee.

Selection of Counsel. In the event the Company shall be obligated hereunder under Section 4(a) hereof to pay the Expenses expenses of any Claimproceeding against Indemnitee, the Company shall be entitled to assume the defense of such Claimproceeding, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld) reasonably acceptable to Indemnitee, upon the delivery to Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of other counsel subsequently incurred by by, or on behalf of, Indemnitee with respect to the same Claim; proceeding, provided that (i) Indemnitee shall have the right to employ Indemnitee’s additional counsel in any such Claim proceeding at IndemniteeCompany’s expense and if: (ii) if (Ai) the employment of counsel by Indemnitee has been previously authorized by the Company, (Bii) counsel to the Company or Indemnitee shall have reasonably concluded that there is a conflict of interest between the Company and Indemnitee in the conduct of any such defense, defense or (Ciii) the Company shall not continue to retain such not, in fact, have employed counsel to defend assume the defense of such Claimproceeding. The Company shall not be entitled, then without the fees and expenses consent of Indemnitee’s counsel shall be at , to assume the expense defense of any claim brought by or in the right of the CompanyCompany or as to which counsel to the Company or Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above.

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of such Claim, Claim with counsel approved by the Indemnitee (Indemnitee, which approval shall not be unreasonably withheld) , upon the delivery to Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Claim; provided that that, (i) Indemnitee shall have the right to employ Indemnitee’s Indemnitees’ counsel in any such Claim at Indemnitee’s 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 is a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee’s Indemnitee counsel shall be at the expense of the Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim against Indemnitee without the consent of the Indemnitee; provided that the Company may not settle any claim unless, and as a condition thereof, the Indemnitee has been given a full release of all claims, monetary or otherwise, against Indemnitee.

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of such Claim, with counsel approved by the Indemnitee (applicable Indemnitee, which approval shall not be unreasonably withheld) , upon the delivery to such Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to such Indemnitee under this Agreement for any fees of counsel subsequently incurred by such Indemnitee with respect to the same Claim; provided that that, (i) the Indemnitee shall have the right to employ such Indemnitee’s 's counsel in any such Claim at the Indemnitee’s '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 is a conflict of interest between the Company and such Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such in fact have employed counsel to defend assume the defense of such Claim, then the fees and expenses of the 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 any Indemnitee without the consent of such Indemnitee

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of such Claim, with counsel reasonably approved by the Indemnitee (which approval shall not be unreasonably withheld) applicable Indemnitee, upon the delivery to such Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to such Indemnitee under this Agreement for any fees of counsel subsequently incurred by such Indemnitee with respect to the same Claim; provided that that, (i) the Indemnitee shall have the right to employ Indemnitee’s own counsel in any such Claim at the Indemnitee’s expense and expense; (ii) the Indemnitee shall have the right to employ Indemnitee’s own counsel in connection with any such proceeding, at the expense of the Company, 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 (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 is a conflict of interest between the Company and such Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of the Indemnitee’s counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company Splinex shall be obligated hereunder to pay the Expenses of any Claim, the Company Splinex shall be entitled to assume the defense of such Claim, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the CompanySplinex, the Company Splinex will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Claim; provided that (i) Indemnitee shall have the right to employ Indemnitee’s 's counsel in any such Claim at Indemnitee’s 's expense, (ii) Indemnitee shall have the right to employ its own counsel in connection with any such proceeding, at the expense of Splinex, 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 CompanySplinex, (B) Indemnitee shall have reasonably concluded that there is a conflict of interest between the Company Splinex and Indemnitee in the conduct of any such defense, defense or (C) the Company Splinex shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the CompanySplinex.

Selection of Counsel. In the event the Company shall be -------------------- obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of such Claim, with counsel reasonably approved by the Indemnitee (which approval shall not be unreasonably withheld) applicable Indemnitee, upon the delivery to such Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to such Indemnitee under this Agreement for any fees of counsel subsequently incurred by such Indemnitee with respect to the same Claim; provided that that, (i) ------------- the Indemnitee shall have the right to employ such Indemnitee’s 's counsel in any such 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 is a conflict of interest between the Company and such Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of the Indemnitee’s 's counsel shall be at the expense of the Company.

Selection of Counsel. In the event If the Company shall be obligated hereunder to pay the or advance Expenses of or indemnify Indemnitee with respect to any ClaimLosses, the Company shall be entitled to assume the defense of such Claimany related Claims, with counsel approved selected by the Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of written notice of its election to do soCompany. 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 Claimdefense of such Claims; provided provided, that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in connection with any such Claim at Indemnitee’s expense 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 is, or there is reasonably likely to be, a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be -------------------- obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of such Claim, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Claim; provided that (i) Indemnitee shall have the right to employ Indemnitee’s 's counsel in any such 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 is a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated hereunder -------------------- under Section 3(a) hereof to pay the Expenses expenses of any Claimproceeding against Indemnitee, the Company Company, if appropriate, shall be entitled to assume the defense of such Claimproceeding, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld) Indemnitee, upon the delivery to Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Claim; provided proceeding, pro-vided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Claim 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 is 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 continue to retain such not, in fact, have employed counsel to defend assume the defense of such Claimproceeding, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of such Claim, Claim with counsel approved by the Indemnitee (Indemnitee, which approval shall not be unreasonably withheld) , upon the delivery to Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Claim; provided that PROVIDED that, (i) Indemnitee shall have the right to employ Indemnitee’s its own counsel in any such 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 concluded, based on a written opinion of counsel, that there is a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or and (C) the Company shall not continue to retain such counsel to defend such Claim, then the reasonable fees and expenses of Indemnitee’s Indemnitee counsel shall be at the expense of the Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim against Indemnitee without the consent of Indemnitee.

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim, the Company Indemnitee shall be entitled to request that the Company assume the defense of such Claim, Claim with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld) Indemnitee, upon the delivery to Indemnitee the Company of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Claim; provided that that, (i) Indemnitee shall have the right to employ Indemnitee’s separate legal counsel in any such Claim at Indemnitee’s expense and (ii) if (A) the employment of separate legal counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there is a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such the legal counsel originally appointed to defend such Claim, then the fees and expenses of 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 claim against Indemnitee without the express written consent of the Indemnitee.

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any ClaimClaim the Company, the Company if appropriate, shall be entitled to assume the defense of such Claim, Claim with counsel approved by the Indemnitee (which approval shall not to be unreasonably withheld) upon the delivery to Indemnitee of written notice of its the Company’s election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Claim; provided that that, (i) Indemnitee shall have the right to employ Indemnitee’s separate counsel in any such 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 is may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses Expenses of Indemnitee’s separate counsel shall be at the expense Expense of the Company.

Selection of Counsel. In the event the Company shall may be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of such Claim, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld) Claim upon the delivery to such Indemnitee of written notice of its election to do so; provided that, (i) the Company acknowledges in such written notice that it has an obligation under this Agreement to indemnify such Indemnitee with respect to such Claim and (ii) the Company is represented at all times by counsel from a nationally recognized law firm with respect to such Claim. After delivery of such notice, approval of such counsel by Indemnitee notice and the retention of such counsel by the Company, the Company will not be liable to such Indemnitee under this Agreement for any fees of counsel subsequently incurred by such Indemnitee with respect to the same Claim; provided that that, (i) the Indemnitee shall have the right to employ Indemnitee’s own counsel in any such Claim at the Indemnitee’s expense and expense; (ii) the Indemnitee shall have the right to employ Indemnitee’s own counsel in connection with any such proceeding, at the expense of the Company, 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 (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 is a conflict of interest between the Company and such Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of the Indemnitee’s counsel shall be at the expense of the Company.

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

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of such Claim, with counsel reasonably approved by the Indemnitee (which applicable Indemnitee, approval shall thereof not to be unreasonably withheld) , upon the delivery to such Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to such Indemnitee under this Agreement for any fees of counsel subsequently incurred by such Indemnitee with respect to the same Claim; provided that that, (i) the Indemnitee shall have the right to employ such Indemnitee’s 's counsel in any such 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) counsel for such Indemnitee shall have reasonably concluded provided the Company with written advice that there is a conflict of interest between the Company and such Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of the Indemnitee’s 's counsel shall be at the expense of the Company.

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

Selection of Counsel. In the event Indemnitee shall provide written notice (a “Claim Notice”) to the Company shall be obligated hereunder to pay the Expenses promptly after receiving notice of any ClaimProceeding initiated by a third party that may give rise to a claim for indemnification hereunder. Following its receipt of the Claim Notice, the Company shall be entitled to assume the defense of such Claim, Proceeding with counsel approved by the Indemnitee (Indemnitee, which approval shall not be unreasonably withheld) , upon the delivery to Indemnitee of written notice of its election to do soso within 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 ClaimProceeding; provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Claim 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 is a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such ClaimProceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company.

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

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

Selection of Counsel. In the event the Company shall be obligated hereunder under Section 3(a) hereof to pay the Expenses of any ClaimProceeding against Indemnitee, the Company Company, if appropriate, shall be entitled to assume the defense of such Claim, Proceeding; with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld) reasonably acceptable to Indemnitee, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee notice and the retention of such counsel by the Companyreasonably acceptable to Indemnitee, the Company will shall not be liable to Indemnitee under this Agreement or otherwise for any fees of counsel Expenses subsequently directly incurred by Indemnitee in connection with respect to the same Indemnitee’s defense of such Claim; , provided that (i) Indemnitee shall have the right to employ Indemnitee’s his or her own counsel in any such Claim Proceeding 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 is may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such not, in fact, have employed counsel to defend assume the defense of such ClaimProceeding, then the fees and expenses Expenses of Indemnitee’s counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of such Claim, Claim with counsel approved by the Indemnitee (Indemnitee, which approval shall not be unreasonably withheld) , upon the delivery to Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Claim; provided that that, (i) Indemnitee shall have the right to employ Indemnitee’s Indemnitees’ counsel in any such Claim at Indemnitee’s 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 is a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee’s Indemnitee counsel shall be at the expense of the Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, provide the Company shall not settle any Claim in any manner that would impose any damage, loss, penalty or limitation on Indemnitee without Indemnitee’s prior written consent. Neither Indemnitee nor the Company shall unreasonably withhold its consent to any proposed settlement, provided that Indemnitee may withhold his consent if any proposed settlement imposes any damage, loss, penalty or limitation on Indemnitee.

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of such Claim, with counsel reasonably approved by the Indemnitee (which approval shall not be unreasonably withheld) applicable Indemnitee, upon the delivery to such Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to such Indemnitee under this Agreement for any fees of counsel subsequently incurred by such Indemnitee with respect to the same Claim; provided that that, (i) the Indemnitee shall have the right to employ Indemnitee’s own counsel in any such Claim at the Indemnitee’s expense and expense; (ii) the Indemnitee shall have the right to employ Indemnitee’s own counsel in connection with any such proceeding, at the expense of the Company, 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 (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 is a conflict of interest between the Company and such Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of the Indemnitee’s counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any ClaimProceeding, the Company shall be entitled to assume the defense of such ClaimProceeding, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld, delayed or conditioned) upon the delivery to Indemnitee of written notice of its election to do 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 ClaimProceeding; provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Claim 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 is a conflict of interest between the Company and Indemnitee in the conduct of any such defensedefense or, or (Ciii) the Company shall not continue to retain such counsel to defend such ClaimProceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of such Claim, with counsel approved by the Indemnitee (applicable Indemnitee, which approval shall not be unreasonably withheld) , upon the delivery to such Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to such Indemnitee under this Agreement for any fees of counsel subsequently incurred by such Indemnitee with respect to the same Claim; provided that that, (i) the Indemnitee shall have the right to employ such Indemnitee’s 's counsel in any such Claim at the Indemnitee’s '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 is a conflict of interest between the Company and such Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of the 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 any Indemnitee without the consent of such Indemnitee.

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

Selection of Counsel. In the event the Company shall be -------------------- obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of such Claim, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Claim; provided that (i) Indemnitee shall have the right to employ Indemnitee’s 's counsel in any such 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 is a conflict of interest between the Company and Indemnitee in the conduct of any such defense, defense or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated hereunder under Section 4(a) hereof to pay the Expenses expenses of any Claimproceeding against Indemnitee, the Company Company, if appropriate, shall be entitled to assume the defense of such Claimproceeding, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld) Indemnitee, upon the delivery to Indemnitee of written notice of its election so to do sodo. The Company shall not be entitled to assume the defense of Indemnitee in any proceeding brought by or in the right of the Company or any subsidiary of the Company or in any proceeding in which the Idemnitee has made the conclusion referred to below in clause (ii)(B) below. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Claim; proceeding, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Claim 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 is 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 continue to retain such not, in fact, have employed counsel to defend assume the defense of such Claimproceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated hereunder under Section 3(a) hereof to pay the Expenses of any Claimaction, suit or proceeding against Indemnitee, the Company Company, if appropriate, shall be entitled to assume the defense of such ClaimProceeding, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld) Indemnitee, upon the delivery to Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Claim; Proceeding, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Claim 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 is may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such not, in fact, have employed counsel to defend assume the defense of such Claimaction, suit or proceeding or (D) the Company is not financially or legally able to perform its indemnification obligations, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company against Indemnitee or as to which Indemnitee shall have made the conclusion provided for in (ii) (B) or (D) above.

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of such Claim, Claim with counsel approved by the Indemnitee (Indemnitee, which approval shall not be unreasonably withheld) , upon the delivery to Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Claim; provided that that, (i) Indemnitee shall have the right to employ Indemnitee’s Indemnitees' counsel in any such 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 is a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee’s Indemnitee counsel shall be at the expense of the Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim against Indemnitee without the consent of the Indemnitee.

Selection of Counsel. In the event If the Company shall be obligated hereunder to pay the or advance Expenses of or indemnify Indemnitees with respect to any ClaimLosses, the Company shall be entitled to assume the defense of such Claimany related Claims, with counsel selected by the Company and approved by the Indemnitee (which approval shall not be unreasonably withheld) Indemnitees in Indemnitees’ reasonable discretion, upon the delivery to Indemnitee Indemnitees of written notice of its election so to do sodo. 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 Claimdefense of such Claims; provided that that: (i) Indemnitee Indemnitees shall have the right to employ Indemnitee’s counsel in connection with any such Claim at Indemnitee’s expense 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 is may reasonably be expected to exist a conflict of interest between the Company and Indemnitee Indemnitees in the conduct of any such defense, or (C) the Company shall not have in fact retained counsel to assume the defense or shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee’s Indemnitees’ counsel shall be at the expense of the Company. The Company may not settle or compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder without the prior written consent of the Indemnitees (such consent not to be unreasonably withheld).

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of such Claim, Claim with counsel approved by the Indemnitee (Indemnitee, which approval shall not be unreasonably withheld) , upon the delivery to Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Claim; provided that provided, that: (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such 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 is be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim against Indemnitee without the consent of the Indemnitee.

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of such Claim, Claim with counsel approved by the Indemnitee (Indemnitee, which approval shall not be unreasonably withheld) , upon the delivery to Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Claim; provided that that, (i) Indemnitee shall have the right to employ Indemnitee’s 's counsel in any such 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 is may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, 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 Claim requiring the admission of guilt or responsibility by Indemnitee without Indemnitee's prior written consent, such consent to not be unreasonably withheld.

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