Common use of Selection of Independent Counsel Clause in Contracts

Selection of Independent Counsel. If the determination of entitlement to indemnification pursuant to Section 6.2 will be made by an Independent Counsel, the Independent Counsel will be selected as provided in this Section 6.3. The Independent Counsel will be selected by the Company (unless the Company requests that such selection be made by the Indemnitee, in which event the immediately following sentence will apply), and the Company will give written notice to Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected. If the Independent Counsel is selected by the Indemnitee, Indemnitee will give written notice to the Company advising of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten days after such written notice of selection is given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in this Agreement, and the objection will set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected will act as Independent Counsel. If a written objection is made and substantiated, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within 30 days after submission by Indemnitee of a written request for indemnification pursuant to Section 6.1, no Independent Counsel is selected, or an Independent Counsel for which an objection thereto has been properly made remains unresolved, either the Company or Indemnitee may petition a court of competent jurisdiction for resolution of any objection which has been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court may designate, and the person with respect to whom all objections are so resolved or the person so appointed will act as Independent Counsel under Section 6.2. The Company will pay any and all reasonable and necessary fees and expenses incurred by such Independent Counsel in connection with acting pursuant to Section 6.2 hereof, and the Company will pay all fees and expenses incident to the procedures of this Section 6.3, regardless of the manner in which such Independent Counsel was selected or appointed.

Selection of Independent Counsel. If the determination of entitlement to indemnification pursuant to Section 6.2 will be made by an Independent Counsel, the Independent Counsel will be selected as provided in this Section 6.3. The Independent Counsel will shall be selected by the Company (unless the Company requests that such selection be made by the Indemnitee, in which event the immediately following sentence will apply)Board of Directors, and the Company will Corporation shall give written notice to Indemnitee advising Indemnitee him of the identity of the Independent Counsel so selected. If the Independent Counsel is selected by the Indemnitee, Indemnitee will give written notice to the Company advising of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten seven days after such written notice of selection is shall have been given, deliver to the Company or to Indemnitee, as the case may be, Corporation a written objection to such selection; provided, however, that such . Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “"Independent Counsel” ," as defined in this AgreementSection 1, and the objection will shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected will act as Independent Counsel. If a such written objection is made and substantiatedmade, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within 30 20 days after submission by Indemnitee of a written request for indemnification pursuant objection to Section 6.1, no the Independent Counsel is selected, or an the Corporation has failed to identify a replacement Independent Counsel for which an objection thereto has been properly made remains unresolvedCounsel, either the Company or Indemnitee may petition a any court of competent jurisdiction for resolution of any objection which has that shall have been made by the Company or Indemnitee to the other’s Corporation's selection of Independent Counsel and/or and for the appointment as Independent Counsel of a person selected by the such court or by such other person as the such court may shall designate, and the person with respect to whom all objections are an objection is so resolved or the person so appointed will shall act as Independent Counsel under Section 6.2Counsel. The Company will Corporation shall pay any and all reasonable and necessary fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 6.2 hereof, and the Company will pay all its fees and expenses incident to the procedures of this Section 6.3, regardless of the manner in which such Independent Counsel was selected or appointed.

Selection of Independent Counsel. If the determination of entitlement to indemnification pursuant to Section 6.2 will be made by an Independent Counsel, the Independent Counsel will be selected as provided in this Section 6.3. The Independent Counsel will be selected by the Company Indemnitee (unless the Company Indemnitee requests that such selection be made by the IndemniteeBoard of Directors, in which event the immediately following sentence will apply), ) and the Company Indemnitee will give written notice to Indemnitee the Company advising Indemnitee it of the identity of the Independent Counsel so selected. If the Independent Counsel is selected by the IndemniteeBoard of Directors, Indemnitee the Company will give written notice to the Company Indemnitee advising him or her of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten days after such written notice of selection is given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in this Agreement, and the objection will set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected will act as Independent Counsel. If a written objection is made and substantiated, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within 30 days after submission by Indemnitee of a written request for indemnification pursuant to Section 6.1, no Independent Counsel is selected, or an Independent Counsel for which an objection thereto has been properly made remains unresolved, either the Company or Indemnitee may petition a the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which has been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court may designate, and the person with respect to whom all objections are so resolved or the person so appointed will act as Independent Counsel under Section 6.2. The Company will pay any and all reasonable and necessary fees and expenses incurred by such Independent Counsel in connection with acting pursuant to Section 6.2 hereof, and the Company will pay all fees and expenses incident to the procedures of this Section 6.3, regardless of the manner in which such Independent Counsel was selected or appointed.

Selection of Independent Counsel. If the determination a Standard of entitlement Conduct Determination is to indemnification be made by Independent Counsel pursuant to Section 6.2 will be made by an Independent Counsel7(b), the Independent Counsel will be selected as provided in this Section 6.3. The Independent Counsel will shall be selected by the Company (unless the Company requests that such selection be made by the Indemnitee, in which event the immediately following sentence will apply)Board of Directors, and the Company will shall give written notice to Indemnitee advising Indemnitee him or her of the identity of the Independent Counsel so selected. If a Standard of Conduct Determination is to be made by Independent Counsel pursuant to Section 7(c), the Independent Counsel is shall be selected by the Indemnitee, and Indemnitee will shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either eventcase, Indemnitee or the Company, as the case may beapplicable, may, within ten five business days after such receiving written notice of selection is givenfrom the other, deliver to the Company or to Indemnitee, as the case may be, other a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet satisfy the requirements criteria set forth in the definition of “Independent Counsel” as defined set forth in this AgreementSection 1(l), and the objection will shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person or firm so selected will shall act as Independent Counsel. If a such written objection is properly and timely made and substantiated, (i) the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without meritmerit and (ii) the non-objecting party may, at its option, select an alternative Independent Counsel and give written notice to the other party advising such other party of the identity of the alternative Independent Counsel so selected, in which case the provisions of the two immediately preceding sentences and clause (i) of this sentence shall apply to such subsequent selection and notice. IfIf applicable, the provisions of clause (ii) of the immediately preceding sentence shall apply to successive alternative selections. If no Independent Counsel that is permitted under the foregoing provisions of this Section 7(g) to make the Standard of Conduct Determination shall have been selected within 30 days after submission by Indemnitee of a written request for indemnification the Company gives its initial notice pursuant to the first sentence of this Section 6.17(g) or Indemnitee gives its initial notice pursuant to the second sentence of this Section 7(g), no Independent Counsel is selected, or an Independent Counsel for which an objection thereto has been properly made remains unresolvedas the case may be, either the Company or Indemnitee may petition a court of competent jurisdiction for resolution of any objection which has shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person or firm selected by the court or by such other person as the court may shall designate, and the person or firm with respect to whom all objections are so resolved or the person or firm so appointed will act as Independent Counsel under Section 6.2Counsel. The In all events, the Company will shall pay any and all of the reasonable and necessary fees and expenses incurred by such of the Independent Counsel incurred in connection with acting the Independent Counsel’s determination pursuant to Section 6.2 hereof, and the Company will pay all fees and expenses incident to the procedures of this 7(b) or Section 6.3, regardless of the manner in which such Independent Counsel was selected or appointed7(c).

Selection of Independent Counsel. If the determination of entitlement to indemnification pursuant to Section 6.2 will be made by an Independent Counsel, the Independent Counsel will be selected as provided in this Section 6.3. The Independent Counsel will be selected by the Company Indemnitee (unless the Company Indemnitee requests that such selection be made by the IndemniteeBoard of Directors, in which event the immediately following sentence will apply), ) and the Company Indemnitee will give written notice to Indemnitee the Company advising Indemnitee it of the identity of the Independent Counsel so selected. If the Independent Counsel is selected by the IndemniteeBoard of Directors, Indemnitee the Company will give written notice to the Company Indemnitee advising him of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection is given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in this Agreement, and the objection will set forth with particularity particularly the factual basis of such assertion. Absent a proper and timely objection, the person so selected will act as Independent Counsel. If a written objection is made and substantiated, the Independent Counsel selected may not serve reserve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within 30 thirty (30) days after submission by Indemnitee of a written request for indemnification pursuant to Section 6.1, no Independent Counsel is selected, or an Independent Counsel for which an objection thereto has been properly property made remains unresolved, either the Company or Indemnitee may petition a the appropriate court of the State of Delaware or other court of competent jurisdiction for resolution of any objection which has been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court may designate, and the person with respect to whom all objections are so resolved or the person so appointed will act as Independent Counsel under Section 6.2. The Company will pay any and all reasonable and necessary fees and expenses incurred by such Independent Counsel in connection with acting pursuant to Section 6.2 hereof, and the Company will pay all fees and expenses incident to the procedures of this Section 6.3, regardless of the manner in which such Independent Counsel was selected or appointed.

Selection of Independent Counsel. If the determination of entitlement to indemnification pursuant to Section 6.2 will be made by an Independent Counsel, the Independent Counsel will be selected as provided in this Section 6.3. The Independent Counsel will be selected by the Company (unless the Company requests that such selection be made by the Indemnitee, in which event the immediately following sentence will apply), and the Board of Directors. The Company will give written notice to Indemnitee advising Indemnitee him or her of the identity of the Independent Counsel so selected. If the Independent Counsel is selected by the Indemnitee, Indemnitee will give written notice to the Company advising of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten days after such written notice of selection is given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in this Agreement, and the objection will set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected will act as Independent Counsel. If a written objection is made and substantiated, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within 30 days after the later of (1) submission by Indemnitee of a written request for indemnification pursuant to Section 6.16.1 and (2) the final disposition of the Proceeding, including any appeal therein, no Independent Counsel is selected, or an Independent Counsel for which an objection thereto has been properly made remains unresolved, either the Company or Indemnitee may petition a the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which has been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court may designate, and the person with respect to whom all objections are so resolved or the person so appointed will act as Independent Counsel under Section 6.2. The Company will pay any and all reasonable and necessary fees and expenses incurred by such Independent Counsel in connection with acting pursuant to Section 6.2 hereof, and the Company will pay all fees and expenses incident to the procedures of this Section 6.3, regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 8.1 hereof, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Selection of Independent Counsel. If the determination of entitlement to indemnification pursuant to Section 6.2 5.2 will be made by an Independent Counsel, the Independent Counsel will be selected as provided in this Section 6.35.3. The Independent Counsel will shall be selected by the Company (unless the Company requests that such selection be made by the Indemnitee, in which event the immediately following sentence will apply)Board, and the Company will give written notice to the Indemnitee advising the Indemnitee of the identity of the Independent Counsel so selected. If the Independent Counsel is selected by the Indemnitee, The Indemnitee will give written notice to the Company advising of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten 10 days after such written notice of selection is given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in this Agreement, and the objection will shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected will act as Independent Counsel. If a written objection is made and substantiated, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within 30 days after submission by the Indemnitee of a written request for indemnification pursuant to Section 6.15.1, no Independent Counsel is has been selected, or an the selection of the Independent Counsel for which an objection thereto has been remains the subject of a properly made remains unresolvedobjection thereto, either the Company or the Indemnitee may petition a the Court of Chancery of the State of Delaware or other court of competent jurisdiction for the appointment as Independent Counsel of a person selected or designated by the court or for resolution of any objection which has been made by the Company or Indemnitee to the otherCompany’s selection of Independent Counsel and/or for and the appointment as Independent Counsel of a person selected by the court so appointed or by such other person as the court may designate, and the person with respect to whom all objections are so resolved or the person so appointed will act as Independent Counsel under Section 6.25.2. The Company will pay any and all reasonable and necessary fees and expenses incurred by such Independent Counsel in connection with acting pursuant to Section 6.2 hereof5.2, and the Company will pay all fees and expenses incident to the procedures of this Section 6.35.3, regardless of the manner in which such Independent Counsel was selected or appointed.

Selection of Independent Counsel. (a) If the determination an opinion of entitlement to indemnification Independent Counsel shall be required pursuant to Section 6.2 will 7(a)(ii), such counsel shall be made selected by an Indemnitee, and Indemnitee shall give written notice to the Corporation advising it of the identity of the Independent Counsel, the . If an opinion of Independent Counsel will shall be selected as provided in this required pursuant to Section 6.3. The Independent Counsel will 7(a)(i)(B), such counsel shall be selected by the Company (unless the Company requests that such selection be made by the IndemniteeCorporation, in which event case the immediately following sentence will apply), and the Company will Corporation shall give written notice to Indemnitee advising Indemnitee him or her of the identity of the Independent Counsel so selectedCounsel. If the Independent Counsel is selected or in a manner determined by the Indemnitee, Indemnitee will give written notice to the Company advising of the identity of the Independent Counsel so selectedBoard. In either event, Indemnitee or the CompanyCorporation, as the case may be, may, within ten 10 days after such written notice of selection is givenshall have been received, deliver to the Company Corporation or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection will shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected will shall act as Independent Counsel. If a such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within 30 20 days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 6.17 hereof and the final disposition of the Proceeding, no Independent Counsel is selected, or an Independent Counsel for which an objection thereto has shall have been properly made remains unresolvedselected and not objected to, either the Company Corporation or Indemnitee may petition a court of competent jurisdiction for resolution of any objection which has shall have been made by the Company Corporation or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court may shall designate, and the person with respect to whom all objections are so resolved or the person so appointed will shall act as Independent Counsel under Section 6.27 hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to this Agreement, the Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing). (b) Nothing herein shall prohibit the Board from selecting Indemnitee’s defense counsel for this purpose if the Board determines this to be in the best interest of the Corporation as an appropriate way to determine the potential liability of Indemnitee. (c) The Company will Corporation agrees to pay any and all the reasonable and necessary fees and expenses incurred by such of any Independent Counsel in connection with acting pursuant to Section 6.2 hereof, and the Company will pay all fees and expenses incident to the procedures of serving under this Section 6.3, regardless of the manner in which such Independent Counsel was selected or appointedAgreement.

Selection of Independent Counsel. If In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 6.2 will be made by an Independent Counsel5(b) hereof, the Independent Counsel will shall be selected as provided in this Section 6.35(c). The If a Change of Control shall not have occurred, the Board shall select the Independent Counsel will be selected by the Company (unless the Company requests that such selection be made by the Indemnitee, in which event the immediately following sentence will apply), and the Company will shall give written notice to Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected. If a Change of Control shall have occurred, Indemnitee shall select the Independent Counsel is selected Counsel, subject to approval by the Indemnitee, Company promptly after Indemnitee will give written notice to notifies the Company advising of the identity of the Independent Counsel so selected. In either event, Indemnitee selected (which approval shall not be unreasonably withheld or the Company, as the case may be, may, within ten days after such written notice of selection is given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in this Agreement, and the objection will set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected will act as Independent Counsel. If a written objection is made and substantiated, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without meritdelayed). If, within 30 twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 6.15(a) hereof, no Independent Counsel is selected, or an Independent Counsel for which an objection thereto has shall have been properly made remains unresolvedselected by Indemnitee and approved by the Company, either the Company or Indemnitee may petition a court of the State of Arizona or other court of competent jurisdiction for resolution of any objection which has that shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court may shall designate, and the person with respect to whom all objections are so resolved or the person so appointed will shall act as Independent Counsel under Section 6.25(b) hereof. The Company will shall pay any and all reasonable and necessary fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 6.2 5(b) hereof, and the Company will shall pay all reasonable fees and expenses incident to the procedures of this Section 6.39(a), regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any judicial proceeding pursuant to Section 9(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Selection of Independent Counsel. If the determination of entitlement to indemnification pursuant to Section 6.2 5.2 will be made by an Independent Counsel, the Independent Counsel will be selected as provided in this Section 6.35.3. The Independent Counsel will be selected by the Company Board within the later of fifteen (unless 15) days of receipt from the Company requests that such selection be made by the Indemnitee, in which event the immediately following sentence will apply), Indemnitee of a written request for indemnification pursuant to Section 5.1 and the Company final disposition of the Applicable Proceeding. The Corporation will give written notice to Indemnitee advising Indemnitee him or her of the identity of the Independent Counsel so selected. If the Independent Counsel is selected by the Indemnitee, The Indemnitee will give written notice to the Company advising of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection is given, deliver to the Company or to Indemnitee, as the case may be, Corporation a written objection objection, which may be made via electronic means, to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in this Agreement, and the objection will set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected will act as Independent Counsel. If a written objection is made and substantiated, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within 30 thirty (30) days after the later of the submission by Indemnitee of a written request for indemnification pursuant to Section 6.15.1 and the final disposition of the Applicable Proceeding, no Independent Counsel is selected, or an Independent Counsel for which an objection thereto has been properly made remains unresolved, either the Company Corporation or Indemnitee may petition a the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which that has been made by the Company or Indemnitee to the otherCorporation’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court may designate, and the person with respect to whom all objections are so resolved or the person so appointed will act as Independent Counsel under Section 6.25.2. The Company Except in the circumstances set forth in Section 2.4, the Corporation will pay any and all reasonable and necessary fees and expenses incurred by such Independent Counsel in connection with acting pursuant to Section 6.2 hereof5.2, and the Company Corporation will pay all fees and expenses incident to the procedures of this Section 6.35.3, regardless of the manner in which such Independent Counsel was selected or appointed.

Selection of Independent Counsel. If the determination of entitlement to indemnification pursuant to Section 6.2 will be made by an Independent Counsel, the Independent Counsel will be selected as provided in this Section 6.3. The Independent Counsel will be selected by the Company Indemnitee (unless the Company Indemnitee requests that such selection be made by the IndemniteeBoard of Directors, in which event the immediately following sentence will apply), ) and the Company Indemnitee will give written notice to Indemnitee the Company advising Indemnitee it of the identity of the Independent Counsel so selected. If the Independent Counsel is selected by the IndemniteeBoard of Directors, Indemnitee the Company will give written notice to the Company Indemnitee advising him of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten days after such written notice of selection is given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in this Agreement, and the objection will set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected will act as Independent Counsel. If a written objection is made and substantiated, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within 30 days after submission by Indemnitee of a written request for indemnification pursuant to Section 6.1, no Independent Counsel is selected, or an Independent Counsel for which an objection thereto has been properly made remains unresolved, either the Company or Indemnitee may petition a the appropriate court of the State of Nevada or other court of competent jurisdiction for resolution of any objection which has been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court may designate, and the person with respect to whom all objections are so resolved or the person so appointed will act as Independent Counsel under Section 6.2. The Company will pay any and all reasonable and necessary fees and expenses incurred by such Independent Counsel in connection with acting pursuant to Section 6.2 hereof, and the Company will pay all fees and expenses incident to the procedures of this Section 6.3, regardless of the manner in which such Independent Counsel was selected or appointed.

Selection of Independent Counsel. If the determination of entitlement to indemnification pursuant to Section 6.2 will be made by an Independent Counsel, the Independent Counsel will be selected as provided in this Section 6.3. The If a Change in Control shall not have occurred, the Independent Counsel will shall be selected by the Company (unless the Company requests that such selection be made by the Indemnitee, in which event the immediately following sentence will apply), Board of Directors and the Company will give written notice to Indemnitee advising Indemnitee him or her of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel is will be selected by the Indemnitee, Indemnitee and Indemnitee will give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten days after such written notice of selection is given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in this Agreement, and the objection will set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected will act as Independent Counsel. If a written objection is made and substantiated, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within 30 days after submission by Indemnitee of a written request for indemnification pursuant to Section 6.1, no Independent Counsel is selected, or an Independent Counsel for which an objection thereto has been properly made remains unresolved, either the Company or Indemnitee may petition a the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which has been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court may designate, and the person with respect to whom all objections are so resolved or the person so appointed will act as Independent Counsel under Section 6.2. The Company will pay any and all reasonable and necessary fees and expenses incurred by such Independent Counsel in connection with acting pursuant to Section 6.2 hereof, and the Company will pay all fees and expenses incident to the procedures of this Section 6.3, regardless of the manner in which such Independent Counsel was selected or appointed.

Selection of Independent Counsel. If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 6.2 will be made by an Independent Counsel5.3 hereof, the Independent Counsel will shall be selected as provided in this Section 6.35.4. The Independent Counsel will shall be selected by the Company (unless the Company requests that such selection be made by the Indemnitee, in which event the immediately following sentence will apply)Board, and the Company will Xxx Hortons shall promptly give written notice to Indemnitee advising Indemnitee him or her of the identity of the Independent Counsel so selected. If the Independent Counsel is selected by the Indemnitee, Indemnitee will give written notice to the Company advising of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten days after such written notice of selection is shall have been given, deliver to the Company or to Indemnitee, as the case may be, Xxx Hortons a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in this Agreement, and the objection will shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected will shall act as Independent Counsel. If a written objection is made and substantiated, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court the Court has determined that ruled against such objection is without meritobjection. If, within 30 days after submission by Indemnitee of a written request for indemnification pursuant to Section 6.15.2 hereof, no Independent Counsel is selected, shall have been selected or an Independent Counsel for which shall have been selected but an objection thereto has shall have been properly made remains and remained unresolved, either the Company Xxx Hortons or Indemnitee may petition a court of competent jurisdiction the Court for resolution of any objection which has that shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court Court or by such other person as the court may Court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed will shall act as Independent Counsel under Section 6.25.3 hereof. The Company will Xxx Hortons shall pay any and all reasonable and necessary fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 6.2 5.3 hereof, and the Company will pay all fees and expenses incident to the procedures of this Section 6.3, regardless of the manner in which such Independent Counsel was selected or appointed.

Selection of Independent Counsel. If the a determination of entitlement to indemnification pursuant is to Section 6.2 will be made by an Independent Counselindependent counsel pursuant to subsection 9.1, the Independent Counsel will independent counsel shall be a law firm, or a member of a law firm, (a) that is experienced in matters of corporation law; (b) that as of the date of selection neither is, nor in the past five years was, retained to represent (i) the Company or Indemnitee in any matter material or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder; (c) that would not, under the applicable standards of professional conduct then prevailing, have a conflict of interest representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement; and (d) that is selected as provided in this Section 6.3subsection 9.2. The Independent Counsel will If a Change in Control does not occur, the independent counsel shall be selected by the Board within ten days of submission of a written request by Indemnitee for indemnification pursuant to subsection 9.1, and the Company shall give written notice to Indemnitee advising him or her of the identity of the independent counsel so selected. If a Change in Control has occurred, the independent counsel shall be selected by Indemnitee within ten days of submission of a written request by Indemnitee for indemnification pursuant to subsection 9.1 (unless the Company requests Indemnitee shall request that such selection be made by the IndemniteeBoard, in which event the immediately following preceding sentence will shall apply), and the Company will give written notice to Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected. If the Independent Counsel is selected by the Indemnitee, Indemnitee will shall give written notice to the Company advising it of the identity of the Independent Counsel independent counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten days after such written notice of selection is given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel independent counsel so selected does not meet the requirements set forth in the first sentence of “Independent Counsel” as defined in this Agreementsubsection 9.2, and the objection will shall set forth with particularity the factual basis of such assertion. Absent The objection must also include a proper and proposed substitute independent counsel. If objection including a proposed substituted independent counsel is timely objectionmade, such substituted independent counsel shall serve as independent counsel unless objected to within ten days. An objection to the person substituted independent counsel may be asserted only on the ground that the independent counsel so selected will act as Independent Counseldoes not meet the requirements set forth in the first sentence of this subsection 9.2, and the objection shall set forth with particularity the factual basis of such assertion. If a written objection is made and substantiatedmade, the Independent Counsel selected independent counsel or substituted independent counsel proposed may not serve as Independent Counsel independent counsel unless and until such objection is withdrawn or a court has determined determines that such objection is without merit. If, within 30 thirty days after submission by Indemnitee of a written request for indemnification pursuant to Section 6.1subsection 9.1, no Independent Counsel is selected, or an Independent Counsel for which an objection thereto has been properly made remains unresolvedthe parties do not agree upon the selection of the independent counsel, either the Company or Indemnitee may petition a court of competent jurisdiction for resolution of any objection which has been made by that the Company or Indemnitee makes to the other’s selection of Independent Counsel independent counsel and/or for the appointment as Independent Counsel independent counsel of a person selected by the court or by such other person as the court may shall designate, and the person with respect to whom all objections are so resolved or the person so appointed will shall act as Independent Counsel independent counsel under Section 6.2. The Company will pay any and all reasonable and necessary fees and expenses incurred by such Independent Counsel in connection with acting pursuant to Section 6.2 hereof, and the Company will pay all fees and expenses incident to the procedures of this Section 6.3, regardless of the manner in which such Independent Counsel was selected or appointedsubsection 9.1.

Selection of Independent Counsel. If the any determination of entitlement required to indemnification be made pursuant to Section 6.2 will 3(d) is to be made by an Independent CounselCounsel pursuant to Section 3(d)(i), the Independent Counsel will be selected as provided in this Section 6.3. The Independent Counsel will shall be selected by the Company (unless the Company requests that such selection be made by the Indemnitee, in which event the immediately following sentence will apply)Board, and the Company will shall give written notice to Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected. If such determination is to be made by Independent Counsel pursuant to Section 3(d)(ii), the Independent Counsel is shall be selected by the Indemnitee, and Indemnitee will shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either eventcase, Indemnitee or the Company, as the case may beapplicable, may, within ten (10) days after such receiving written notice of selection is givenfrom the other, deliver to the Company or to Indemnitee, as the case may be, other a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet satisfy the requirements criteria set forth in the definition of “Independent Counsel” as defined in this AgreementSection 1, and the objection will shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person Person or firm so selected will shall act as Independent Counsel. If a written proper and timely objection is made and substantiatedmade, the Independent Counsel Person selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court the New York Court (as defined in Section 23), or, at Indemnitee’s option, pursuant to an arbitration, has determined that such objection is without merit. If, within 30 fourteen (14) days after submission receipt by Indemnitee the Company of a written request for indemnification pursuant to Section 6.1this Agreement, no Independent Counsel is selected, or an Independent Counsel for which an objection thereto has shall have been properly made remains unresolvedselected and not objected to, either the Company or Indemnitee Indemnitee, may petition a court of competent jurisdiction the New York Court (as defined in Section 23), or, at such Person’s option, initiate an arbitration, for resolution of any objection which has shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment of another Person as Independent Counsel of a person selected by the court or by such other person as the court may designateCounsel, and the person Person with respect to whom all objections are so resolved or the person Person so appointed will shall act as Independent Counsel under Section 6.2Counsel. The Company will shall pay any and all of the reasonable and necessary fees and expenses incurred by such of the Independent Counsel and Indemnitee incurred in connection with acting the Independent Counsel’s determination pursuant to Section 6.2 hereof, and the Company will pay all fees and expenses incident to the procedures of this Section 6.3, regardless of the manner in which such Independent Counsel was selected or appointed3(d).

Selection of Independent Counsel. If In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 6.2 will be made by an Independent Counsel5(b) hereof, the Independent Counsel will shall be selected as provided in to this Section 6.35(c). The If a Change of Control shall not have occurred, the Board shall select the Independent Counsel will be selected by the Company (unless the Company requests that such selection be made by the Indemnitee, in which event the immediately following sentence will apply), and the Company will shall give written notice to Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected. If a Change of Control shall have occurred, Indemnitee shall select the Independent Counsel is selected by the Indemnitee, Indemnitee will and shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten 10 days after such written notice of selection is shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1 of this Agreement, and the objection will shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected will act as Independent Counsel. If a such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within 30 twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 6.15(a) hereof, no Independent Counsel is selected, or an Independent Counsel for which an objection thereto has shall have been properly made remains unresolvedselected and not objected to, either the Company or Indemnitee may petition a court of the State of Arizona or other court of competent jurisdiction for resolution of any objection which has that shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court may shall designate, and the person with respect to whom all objections are so resolved or the person so appointed will shall act as Independent Counsel under Section 6.25(b) hereof. The Company will shall pay any and all reasonable and necessary fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 6.2 5(b) hereof, and the Company will shall pay all reasonable fees and expenses incident to the procedures of this Section 6.39(a), regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any judicial proceeding pursuant to Section 9(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Selection of Independent Counsel. If the determination of entitlement to indemnification pursuant to Section 6.2 will be made by an Independent Counsel, the Independent Counsel will be selected as provided in this Section 6.3. The Independent Counsel will be selected by the Company (unless the Company requests that such selection be made by the Indemnitee, in which event the immediately following sentence will apply), ) and the Company will give written notice to Indemnitee advising Indemnitee it of the identity of the Independent Counsel so selected. If the Independent Counsel is selected by the Indemnitee, Indemnitee will give written notice to the Company advising of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten days after such written notice of selection is given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in this Agreement, and the objection will set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected will act as Independent Counsel. If a written objection is made and substantiated, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within 30 days after submission by Indemnitee of a written request for indemnification pursuant to Section 6.1, no Independent Counsel is selected, or an Independent Counsel for which an objection thereto has been properly made remains unresolved, either the Company or Indemnitee may petition a court of competent jurisdiction for resolution of any objection which has been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court may designate, and the person with respect to whom all objections are so resolved or the person so appointed will act as Independent Counsel under Section 6.2. The Company will pay any and all reasonable and necessary fees and expenses incurred by such Independent Counsel in connection with acting pursuant to Section 6.2 hereof, and the Company will pay all fees and expenses incident to the procedures of this Section 6.3, regardless of the manner in which such Independent Counsel was selected or appointed.

Selection of Independent Counsel. If the determination of entitlement to indemnification pursuant to Section 6.2 will be made by an Independent Counsel, the Independent Counsel will be selected as provided in this Section 6.3. The Independent Counsel will be selected by the Company Indemnitee (unless the Company Indemnitee requests that such selection be made by the IndemniteeBoard of Directors, in which event the immediately following sentence will apply), ) and the Company Indemnitee will give written notice to Indemnitee the Company advising Indemnitee it of the identity of the Independent Counsel so selected. If the Independent Counsel is selected by the IndemniteeBoard of Directors, Indemnitee the Company will give written notice to the Company Indemnitee advising him of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten days after such written notice of selection is given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in this Agreement, and the objection will set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected will act as Independent Counsel. If a written objection is made and substantiated, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within 30 days after submission by Indemnitee of a written request for indemnification pursuant to Section 6.1, no Independent Counsel is selected, or an Independent Counsel for which an objection thereto has been properly made remains unresolved, either the Company or Indemnitee may petition a the court of the State of Nevada or other court of competent jurisdiction for resolution of any objection which has been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court may designate, and the person with respect to whom all objections are so resolved or the person so appointed will act as Independent Counsel under Section 6.2. The Company will pay any and all reasonable and necessary fees and expenses incurred by such Independent Counsel in connection with acting pursuant to Section 6.2 hereof, and the Company will pay all fees and expenses incident to the procedures of this Section 6.3, regardless of the manner in which such Independent Counsel was selected or appointed.

Selection of Independent Counsel. If the determination of entitlement to indemnification pursuant to Section 6.2 will be made by an Independent Counsel, the Independent Counsel will be selected as provided in this Section 6.3. The Independent Counsel will be selected by the Company Indemnitee (unless the Company Indemnitee requests that such selection be made by the IndemniteeBoard of Directors, in which event the immediately following sentence will apply), ) and the Company Indemnitee will give written notice to Indemnitee the Company advising Indemnitee it of the identity of the Independent Counsel so selected. If the Independent Counsel is selected by the IndemniteeBoard of Directors, Indemnitee the Company will give written notice to the Company Indemnitee advising him or her of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection is given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in this AgreementDeed, and the objection will set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected will act as Independent Counsel. If a written objection is made and substantiated, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within 30 thirty (30) days after submission by Indemnitee of a written request for indemnification pursuant to Section 6.1, no Independent Counsel is selected, or an Independent Counsel for which an objection thereto has been properly made remains unresolved, either the Company or Indemnitee may petition a the Grand Court of the Cayman Islands or other court of competent jurisdiction for resolution of any objection which has been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court may designate, and the person with respect to whom all objections are so resolved or the person so appointed will act as Independent Counsel under Section 6.2. The Company will pay any and all reasonable and necessary fees and expenses incurred by such Independent Counsel in connection with acting pursuant to Section 6.2 hereof, and the Company will pay all fees and expenses incident to the procedures of this Section 6.3, regardless of the manner in which such Independent Counsel was selected or appointed.

Selection of Independent Counsel. If the determination of entitlement to indemnification pursuant to Section 6.2 will be made by an Independent Counsel, the Independent Counsel will shall be selected as provided in this Section 6.3. The Independent Counsel will shall be selected by the Company (unless the Company requests that such selection be made by the Indemnitee, in which event the immediately following sentence will apply), and the Company will Board of Directors. The Corporation shall give written notice to Indemnitee advising Indemnitee him or her of the identity of the Independent Counsel so selected. If the Independent Counsel is selected by the Indemnitee, The Indemnitee will give written notice to the Company advising of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection is given, deliver to the Company or to Indemnitee, as the case may be, Corporation a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in this Agreement, and the objection will set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected will act as Independent Counsel. If a written objection is made and substantiated, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within 30 thirty (30) days after submission by Indemnitee of a written request for indemnification pursuant to Section 6.1, no Independent Counsel is selected, or an Independent Counsel for which an objection thereto has been properly made remains unresolved, either the Company Corporation or Indemnitee may petition a the Chancery Court or other court of competent jurisdiction for resolution of any objection which that has been made by the Company or Indemnitee to the otherCorporation’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court may designate, and the person with respect to whom all objections are so resolved or the person so appointed will act as Independent Counsel under Section 6.2. The Company Corporation will pay any and all reasonable and necessary fees and expenses incurred by such Independent Counsel in connection with acting pursuant to Section 6.2 hereof6.2, and the Company Corporation will pay all fees and expenses incident to the procedures of this Section 6.3, regardless of the manner in which such Independent Counsel was selected or appointed.

Selection of Independent Counsel. If the determination of entitlement to indemnification pursuant to Section 6.2 will be made by an Independent Counsel, the Independent Counsel will be selected as provided in this Section 6.3. The Independent Counsel will be selected by the Company (unless the Company requests that such selection be made by the Indemnitee, in which event the immediately following sentence will apply), Board of Directors and the Company will give written notice to Indemnitee advising Indemnitee him or her of the identity of the Independent Counsel so selected. If the Independent Counsel is selected by the Indemnitee, Indemnitee will give written notice to the Company advising of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten days after such written notice of selection is given, may deliver to the Company or to Indemnitee, as the case may be, a written objection to of such selection; provided, however, that any such objection may be asserted only on the ground grounds that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in this Agreement, and the such objection will set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected will act as Independent Counsel. If a written objection is made and substantiated, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within 30 thirty (30) days after submission by Indemnitee of a written request for indemnification pursuant to Section 6.1indemnification, no Independent Counsel is selected, or an Independent Counsel for which an objection thereto has been properly made but remains unresolved, either the Company or Indemnitee may petition a the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which has been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court may designate, and the person with respect to whom all objections are so resolved or the person so appointed will act as Independent Counsel under Section 6.2. The Company will pay any and all reasonable and necessary fees and expenses incurred by such Independent Counsel in connection with acting pursuant to Section 6.2 hereof, and the Company will pay all fees and expenses Expenses incident to the procedures of this Section 6.3, regardless of the manner in which such Independent Counsel was selected or appointed.

Selection of Independent Counsel. If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 6.2 will be made by an Independent Counsel8(b) hereof, the Independent Counsel will shall be selected as provided in this Section 6.38(c). The Independent Counsel will shall be selected by the Company Indemnitee (unless the Company requests Indemnitee shall request that such selection be made by the IndemniteeBoard, in which event the immediately following sentence will applyBoard shall make such selection on behalf of the Company, subject to the remaining provisions of this Section 8(c)), and Indemnitee or the Company will Company, as the case may be, shall give written notice to Indemnitee the other, advising the Company or Indemnitee of the identity of the Independent Counsel so selected. If the Independent Counsel is selected by the Indemnitee, Indemnitee will give written notice to the Company advising of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, Company may, within ten (10) days after such written notice of selection is shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1 of this Agreement, and the objection will shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected will by the Board shall act as Independent Counsel. If a timely written objection is made and substantiated, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within 30 twenty (20) days after submission by Indemnitee of a written request to the Company for indemnification pursuant to Section 6.1indemnification, no Independent Counsel is selected, or an Independent Counsel for which an objection thereto has shall have been properly made remains unresolvedselected and not objected to, either the Company or Indemnitee may petition a the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which has shall have been made by the Company or Indemnitee to the otherCompany’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court may shall designate, and the person with respect to whom all objections are so resolved or the person so appointed will shall act as Independent Counsel under Section 6.2. The Company will pay any and all reasonable and necessary fees and expenses incurred by such Independent Counsel in connection with acting pursuant to Section 6.2 8(b) hereof, and the Company will pay all fees and expenses incident to the procedures of this Section 6.3, regardless of the manner in which such Independent Counsel was selected or appointed.

Selection of Independent Counsel. If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 6.2 will be made by an Independent Counsel3.3 hereof, the Independent Counsel will shall be selected as provided in this Section 6.33.4. The Independent Counsel will shall be selected by the Company (unless the Company requests that such selection be made by the Indemnitee, in which event the immediately following sentence will apply)Board, and the Company will Corporation shall promptly give written notice to Indemnitee the Indemnified Party advising Indemnitee him or her of the identity of the Independent Counsel so selected. If the Independent Counsel is selected by the Indemnitee, Indemnitee will give written notice to the Company advising of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, The Indemnified Party may, within ten days Business Days after such written notice of selection is shall have been given, deliver to the Company or to Indemnitee, as the case may be, Corporation a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in this Agreement, and the objection will shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected will shall act as Independent Counsel. If a written objection is made and substantiated, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that ruled against such objection is without meritobjection. If, within 30 days after submission by Indemnitee the Indemnified Party of a written request for indemnification pursuant to Section 6.13.2 hereof, no Independent Counsel is selected, shall have been selected or an Independent Counsel for which shall have been selected but an objection thereto has shall have been properly made remains and remained unresolved, either the Company Corporation or Indemnitee the Indemnified Party may petition a court of competent jurisdiction for resolution of any objection which has that shall have been made by the Company or Indemnitee Indemnified Party to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court may shall designate, and the person with respect to whom all objections are so resolved or the person so appointed will shall act as Independent Counsel under Section 6.23.3 hereof. The Company will Corporation shall pay any and all reasonable and necessary fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 6.2 3.3 hereof, and the Company will pay all fees and expenses incident to the procedures of this Section 6.3, regardless of the manner in which such Independent Counsel was selected or appointed.

Selection of Independent Counsel. If the determination of entitlement to indemnification Independent Counsel is required pursuant to Section 6.2 will be made by an Independent Counsel3.3(c), the such Independent Counsel will shall be selected as provided in this Section 6.3. The follows: (i) if a Change of Control shall not have occurred, Independent Counsel will shall be selected by the Company Board and approved by the Indemnitee (which approval shall not be unreasonably withheld); or (ii) if a Change of Control shall have occurred, Independent Counsel shall be selected by Indemnitee (unless the Company requests Indemnitee shall request that such selection be made by the IndemniteeBoard, in which event the immediately following sentence will (i) shall apply), and the Company will give written notice to Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected. If the Independent Counsel is selected by the Indemnitee, Indemnitee will shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, The Company may, within ten seven days after such written notice of selection is shall have been given, deliver to the Company or to Indemnitee, as the case may be, Indemnitee a written objection to such selection; provided, however, that such . Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” Counsel as defined in this Agreement, herein and the objection will shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected will act as Independent Counsel. If a such written objection is made and substantiatedmade, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within 30 ten (10) days after submission by Indemnitee of a written request for indemnification pursuant to Section 6.1indemnification, no Independent Counsel is selected, or an Independent Counsel for which an objection thereto has shall have been properly made remains unresolvedselected and not objected to, either the Company or Indemnitee may petition a the Court of Chancery of the State of Delaware, or any other court of competent jurisdiction jurisdiction, for resolution of any objection which has shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel counsel and/or for the appointment as Independent Counsel of a person selected by the such court or by such other person as the such court may shall designate, and the person with respect to whom all objections are an objection is so resolved or the person so appointed will shall act as Independent Counsel under Section 6.2Counsel. The Company will shall pay any and all reasonable and necessary fees and expenses Expenses of Independent Counsel incurred by such Independent Counsel in connection with acting its actions pursuant to Section 6.2 hereofthis Agreement, and the Company will shall pay all reasonable fees and expenses Expenses incident to the procedures of this Section 6.3Section, regardless of the manner in which such Independent Counsel was selected or appointed.

Selection of Independent Counsel. If the determination of entitlement to indemnification pursuant to Section 6.2 will be made by an Independent Counsel, the Independent Counsel will be selected as provided in this Section 6.3, except as otherwise provided by Section 6.1. The Initially, a candidate to serve as Independent Counsel will be selected nominated by the Company (unless the Company requests that such selection be made by the Indemnitee, in which event the immediately following sentence will apply), and the Company . The Indemnitee will give written notice to Indemnitee the Board of Directors advising Indemnitee them of the identity of the Independent Counsel so selectednominated. If the Independent Counsel is selected by the IndemniteeThe, Indemnitee will give written notice to the Company advising Board of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within Directors shall have ten days after such written notice of selection is given, given to deliver to the Company or to Indemnitee, as the case may be, Indemnitee a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the candidate nominated to serve as Independent Counsel so selected does not meet the requirements criteria of “Independent Counsel” as defined in this Agreement, and the objection will set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected nominated will act as Independent Counsel. If a written objection is made and substantiated, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within 30 days after submission by Indemnitee of a written request for indemnification pursuant to Section 6.1, no Independent Counsel is selected, or an Independent Counsel for which an objection thereto has been properly made remains unresolved, either the Company or Indemnitee may petition a court Court of competent jurisdiction Chancery of the State of Delaware for resolution of any objection which has been made by the Company or Indemnitee Board of Directors to the other’s selection nomination of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court may designate, and the person with respect to whom all objections are so resolved or the person so appointed will act as Independent Counsel under Section 6.2. The Company will pay any and all reasonable and necessary fees and expenses incurred by such Independent Counsel in connection with acting pursuant to Section 6.2 hereof, and the Company will pay all fees and expenses incident to the procedures of this Section 6.3, regardless of the manner in which such Independent Counsel was selected or appointed.

Selection of Independent Counsel. If the determination of entitlement to indemnification pursuant to Section 6.2 will be made by an Independent Counsel, the Independent Counsel will be selected as provided in this Section 6.3, except as otherwise provided by Section 6.1. The Initially, a candidate to serve as Independent Counsel will be selected nominated by the Company (unless the Company requests that such selection be made by the Indemnitee, in which event the immediately following sentence will apply), and the Company . The Indemnitee will give written notice to Indemnitee the Board of Directors advising Indemnitee them of the identity of the Independent Counsel so selectednominated. If the Independent Counsel is selected by the IndemniteeThe, Indemnitee will give written notice to the Company advising Board of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within Directors shall have ten days after such written notice of selection is given, given to deliver to the Company or to Indemnitee, as the case may be, Indemnitee a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the candidate nominated to serve as Independent Counsel so selected does not meet the requirements criteria of “Independent Counsel” as defined in this Agreement, and the objection will set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected nominated will act as Independent Counsel. If a written objection is made and substantiated, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within 30 days after submission by Indemnitee Ixxxxxxxxx of a written request for indemnification pursuant to Section 6.1, no Independent Counsel is selected, or an Independent Counsel for which an objection thereto has been properly made remains unresolved, either the Company or Indemnitee may petition a court the courts of competent jurisdiction the Cayman Islands for resolution of any objection which has been made by the Company or Indemnitee Board of Directors to the other’s selection nomination of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court may designate, and the person with respect to whom all objections are so resolved or the person so appointed will act as Independent Counsel under Section 6.2. The Company will pay any and all reasonable and necessary fees and expenses incurred by such Independent Counsel in connection with acting pursuant to Section 6.2 hereof, and the Company will pay all fees and expenses incident to the procedures of this Section 6.3, regardless of the manner in which such Independent Counsel was selected or appointed.

Selection of Independent Counsel. If the determination of entitlement to indemnification pursuant to Section 6.2 will be made by an Independent Counsel, the Independent Counsel will shall be selected as provided in this Section 6.3. The Independent Counsel will shall be selected by the Company (unless the Company requests that such selection be made by the Indemnitee, in which event the immediately following sentence will apply), and the Company will Board of Directors. The Corporation shall give written notice to Indemnitee advising Indemnitee him or her of the identity of the Independent Counsel so selected. If the Independent Counsel is selected by the Indemnitee, Indemnitee will give written notice to the Company advising of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection is given, deliver to the Company or to Indemnitee, as the case may be, Corporation a written objection made in good faith to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in this Agreement, and the objection will set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected will act as Independent Counsel. If a written objection is made and substantiated, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within 30 thirty (30) days after submission by Indemnitee of a written request for indemnification pursuant to Section 6.1, no Independent Counsel is selected, or an Independent Counsel for which an objection thereto has been properly made remains unresolved, either the Company Corporation or Indemnitee may petition a the Chancery Court or other court of competent jurisdiction for resolution of any objection which that has been made by the Company or Indemnitee to the otherCorporation’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court may designate, and the person with respect to whom all objections are so resolved or the person so appointed will act as Independent Counsel under Section 6.2. The Company Corporation will pay any and all reasonable and necessary fees and expenses incurred by such Independent Counsel in connection with acting pursuant to Section 6.2 hereof6.2, and the Company Corporation will pay all fees and expenses incident to the procedures of this Section 6.3, regardless of the manner in which such Independent Counsel was selected or appointed.

Selection of Independent Counsel. If the determination of entitlement to indemnification pursuant to Section 6.2 will be made by an Independent Counsel, the Independent Counsel will be selected as provided in this Section 6.3. The Independent Counsel will be selected by the Company Indemnitee (unless the Company Indemnitee requests that such selection be made by the IndemniteeBoard of Directors, in which event the immediately following sentence will apply)) and Indemnitee will give written notice to the Company advising it of the identity of the Independent Counsel so selected If the Independent Counsel is selected by the Board of Directors, and the Company will give written notice to Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected. If the Independent Counsel is selected by the Indemnitee, Indemnitee will give written notice to the Company advising him or her of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) business days after such written notice of selection is given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in this Agreement, and the objection will set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected will act as Independent Counsel. If a written objection is made and substantiated, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within 30 thirty (30) days after submission by Indemnitee of a written request for indemnification pursuant to Section 6.1, no Independent Counsel is selected, or an Independent Counsel for which an objection thereto has been properly made remains unresolved, either the Company or Indemnitee may petition a an appropriate court of the State of Texas or any other court of competent jurisdiction for resolution of any objection which has been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court may designate, and the person with respect to whom all objections are so resolved or the person so appointed will act as Independent Counsel under Section 6.2. The Company will pay any and all reasonable and necessary fees and expenses incurred by such Independent Counsel in connection with acting pursuant to Section 6.2 hereof, and the Company will pay all fees and expenses incident to the procedures of this Section 6.3, regardless of the manner in which such Independent Counsel was selected or appointed.

Selection of Independent Counsel. If the determination of entitlement to indemnification pursuant to Section 6.2 will be made by an Independent Counsel, the Independent Counsel will shall be selected as provided in this Section 6.3. The Independent Counsel will shall be selected by the Company (unless the Company requests that such selection be made by the Indemnitee, in which event the immediately following sentence will apply), and the Company will Board of Directors. The Corporation shall give written notice to Indemnitee advising Indemnitee him or her of the identity of the Independent Counsel so selected. If the Independent Counsel is selected by the Indemnitee, Indemnitee will give written notice to the Company advising of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection is given, deliver to the Company or to Indemnitee, as the case may be, Corporation a written objection made in good faith to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in this Agreement, and the objection will set forth with particularity the factual basis of such assertionobjection. Absent a proper and timely objection, the person so selected will act as Independent Counsel. If a written objection is made and substantiated, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within 30 thirty (30) days after submission by Indemnitee of a written request for indemnification pursuant to Section 6.1, no Independent Counsel is selected, or an Independent Counsel for which an objection thereto has been properly made remains unresolved, either the Company Corporation or Indemnitee may petition a the Chancery Court or other court of competent jurisdiction for resolution of any objection which that has been made by the Company or Indemnitee to the otherCorporation’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court may designate, and the person with respect to whom all objections are so resolved or the person so appointed will act as Independent Counsel under Section 6.2. The Company Corporation will pay any and all reasonable and necessary fees and expenses incurred by such Independent Counsel in connection with acting pursuant to Section 6.2 hereof6.2, and the Company Corporation will pay all fees and expenses incident to the procedures of this Section 6.3, regardless of the manner in which such Independent Counsel was selected or appointed.

Selection of Independent Counsel. If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 6.2 will be made by an Independent Counsel5(b) hereof, the Independent Counsel will be selected as provided in this Section 6.3. The Independent Counsel will shall be selected by the Company Disinterested Directors (unless the Company requests that such selection be made or a committee thereof) as provided in Section 5(b) or if there are no Disinterested Directors, by the Indemnitee, in which event the immediately following sentence will apply), and the Company will give written notice to Board. Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected. If the Independent Counsel is selected by the Indemnitee, Indemnitee will give written notice to the Company advising of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection is shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 13(e) of this Agreement, and the objection will shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected will shall act as Independent Counsel. If a written objection is made and substantiated, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within 30 twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 6.15(a) hereof, no Independent Counsel is selected, or an Independent Counsel for which an objection thereto has shall have been properly made remains unresolvedselected and not objected to, either the Company or Indemnitee may petition a the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which has shall have been made by the Company or Indemnitee to the otherCompany’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court may designatecourt, and the person with respect to whom all objections are so resolved or the person so appointed will shall act as Independent Counsel under Section 6.25(b) hereof. The Company will shall pay any and all reasonable and necessary fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 6.2 5(b) hereof, and the Company will pay all fees and expenses incident to the procedures of this Section 6.3, regardless of the manner in which such Independent Counsel was selected or appointed.

Selection of Independent Counsel. If the determination of entitlement to indemnification pursuant to Section 6.2 will be made by an Independent Counsel, the Independent Counsel will be selected as provided in this accordance with (1) or (2) of Section 6.36.2. The Independent Counsel will be selected by the Company (unless the Company requests that such selection be made by the Indemnitee, in which event the immediately following sentence will apply), and the Company will give written notice to Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected. If the Independent Counsel is selected by the Indemnitee, Indemnitee will give written notice to the Company advising him or her of the identity of the Independent Counsel so selected. In either any event, Indemnitee or the Company, as the case may be, may, within ten 10 days after such written notice of selection is given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “"Independent Counsel” " as defined in this Agreement, and the objection will set forth with reasonable particularity the factual basis of such assertion. Absent a proper and timely objectionobjection in accordance with this Agreement, the person so selected will act as Independent Counsel. If a written objection is made and substantiated, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within 30 thirty days after submission by Indemnitee of a written request for indemnification pursuant to Section 6.1, no Independent Counsel is selected, or an Independent Counsel for which an objection thereto has been properly made remains unresolved, either the Company or Indemnitee may petition a an appropriate court of the State of Texas or any other court of competent jurisdiction for resolution of any objection which has been made by the Company or Indemnitee to the other’s Company's selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court may designate, and the person with respect to whom all objections are so resolved or the person so appointed will act as Independent Counsel under Section 6.2. The Company will pay any and all reasonable and necessary fees and expenses incurred by such Independent Counsel in connection with acting pursuant to Section 6.2 hereof, and the Company will pay all fees and expenses incident to the procedures of this Section 6.3, regardless of the manner in which such Independent Counsel was selected or appointed.

Selection of Independent Counsel. If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 6.2 will be made by an Independent Counsel5.3 hereof, the Independent Counsel will shall be selected as provided in this Section 6.35.4. The Independent Counsel will shall be selected by the Company (unless the Company requests that such selection be made by the Indemnitee, in which event the immediately following sentence will apply)Board of Directors, and the Company will shall promptly give written notice to Indemnitee advising Indemnitee him or her of the identity of the Independent Counsel so selected. If the Independent Counsel is selected by the Indemnitee, Indemnitee will give written notice to the Company advising of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten days after such written notice of selection is shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “"Independent Counsel” " as defined in this Agreement, and the objection will shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected will shall act as Independent Counsel. If a written objection is made and substantiated, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that ruled against such objection is without meritobjection. If, within 30 days after submission by Indemnitee of a written request for indemnification pursuant to Section 6.15.2 hereof, no Independent Counsel is selected, shall have been selected or an Independent Counsel for which shall have been selected but an objection thereto has shall have been properly made remains and remained unresolved, either the Company or Indemnitee may petition a the Franklin County Court of Common Pleas of the State of Ohio or other court of competent jurisdiction for resolution of any objection which has that shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court may shall designate, and the person with respect to whom all objections are so resolved or the person so appointed will shall act as Independent Counsel under Section 6.25.3 hereof. The Company will shall pay any and all reasonable and necessary fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 6.2 5.3 hereof, and the Company will pay all fees and expenses incident to the procedures of this Section 6.3, regardless of the manner in which such Independent Counsel was selected or appointed.

Selection of Independent Counsel. If In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 6.2 will be made by an Independent Counsel8(b) or (c) hereof, the Independent Counsel will shall be selected as provided in this Section 6.38(d). The If a Change of Control shall not have occurred, the Independent Counsel will shall be selected by the Company Board (unless including a vote of a majority of the Company requests that such selection be made by the Indemnitee, in which event the immediately following sentence will applyDisinterested Directors if obtainable), and the Company will shall give written notice to the Indemnitee advising Indemnitee him of the identity of the Independent Counsel so selected. If a Change of Control shall have occurred, the Independent Counsel is shall be selected by the IndemniteeIndemnitee (unless the Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and the Indemnitee will shall give written notice to the Company advising advisory of the identity of the Independent Counsel so Counsels selected. In either event, Indemnitee or Any objection to the Company, as selection of Independent Counsel must be made in writing furnished to the case may be, may, party that selected such Independent Counsel within ten seven days after such receipt of the written notice of selection is given, deliver to selection. Any objection by the Company or to Indemnitee, as the case may be, to the selection of a written objection Person to such selection; provided, however, that such objection serve as Independent Counsel may be asserted only on the ground that the Independent Counsel Person so selected does not meet the requirements requirement of “the definition of Independent Counsel” as defined Counsel in this Agreement, and the objection will shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected will act as Independent Counsel. If a such written objection is made and substantiatedtimely made, the Person so selected as Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. IfIf (i) an Independent Counsel is to make the determination of entitlement pursuant to Section 8(b) or (c) hereof, and (ii) within 30 20 days after submission by the Indemnitee of a written request for indemnification pursuant to Section 6.18(a) hereof, no Independent Counsel is shall have been selected, or an Independent Counsel for which an objection thereto has been properly made remains unresolved, either the Company or the Indemnitee may petition a the appropriate court of the State (as hereafter defined) or other court of competent jurisdiction for resolution of any objection which has been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person Person selected by the such court or by such other person Person as the such court may shall designate, and the person with respect to whom all objections are so resolved or the person so appointed will act as Independent Counsel under Section 6.2. The Company will shall pay any and all reasonable and necessary fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 6.2 8(b) or (c) hereof, and the Company will shall pay all reasonable fees and expenses incident to the procedures of this Section 6.38(d), regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 10(a)(iv) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Selection of Independent Counsel. If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 6.2 will be made by an Independent Counsel5.3 hereof, the Independent Counsel will shall be selected as provided in this Section 6.35.4. The Independent Counsel will shall be selected by the Company (unless the Company requests that such selection be made by the Indemnitee, in which event the immediately following sentence will apply)Board, and the Company will shall promptly give written notice to Indemnitee advising Indemnitee him or her of the identity of the Independent Counsel so selected. If the Independent Counsel is selected by the Indemnitee, Indemnitee will give written notice to the Company advising of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten days after such written notice of selection is shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in this Agreement, and the objection will shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected will shall act as Independent Counsel. If a written objection is made and substantiated, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court the Court has determined that ruled against such objection is without meritobjection. If, within 30 days after submission by Indemnitee of a written request for indemnification pursuant to Section 6.15.2 hereof, no Independent Counsel is selected, shall have been selected or an Independent Counsel for which shall have been selected but an objection thereto has shall have been properly made remains and remained unresolved, either the Company or Indemnitee may petition a court of competent jurisdiction the Court for resolution of any objection which has that shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court Court or by such other person as the court may Court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed will shall act as Independent Counsel under Section 6.25.3 hereof. The Company will shall pay any and all reasonable and necessary fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 6.2 5.3 hereof, and the Company will pay all fees and expenses incident to the procedures of this Section 6.3, regardless of the manner in which such Independent Counsel was selected or appointed.

Selection of Independent Counsel. If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 6.2 will be made by an Independent Counsel2.7(b), the Independent Counsel will shall be selected as provided in this Section 6.32.7(c). The Independent Counsel will shall be selected by the Board of Directors. The Company (unless the Company requests that such selection be made by the Indemnitee, shall notify Indemnitee in which event the immediately following sentence will apply), and the Company will give written notice to Indemnitee advising Indemnitee writing of the selection and identity of the Independent Counsel so selectedwithin three (3) business days after such selection. If the Independent Counsel is selected by the Indemnitee, Indemnitee will give written notice to the Company advising of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten 10 days after such written notice of selection is shall have been given, deliver to the Company or to IndemniteeCompany, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in this Agreement, and the objection will shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected will shall act as Independent Counsel. If a written objection is made and substantiated, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within 30 20 days after submission by Indemnitee of a written request for indemnification pursuant to Section 6.12.7(a), no Independent Counsel shall have been selected or is selected, or an Independent Counsel for which an objection thereto has been properly made remains unresolvedobjected to, either the Company or Indemnitee may petition a any court of competent jurisdiction for resolution of any objection which has shall have been made by the Company or Indemnitee to the otherCompany’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court may shall designate, and the person with respect to whom all objections are so resolved or the person so appointed will shall act as Independent Counsel under Section 6.22.7(b). The Company will shall pay any and all reasonable and necessary fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 6.2 hereof2.7(b), and the Company will shall pay all reasonable fees and expenses incident to the procedures of this Section 6.32.7(c), regardless of the manner in which such Independent Counsel was selected or appointed.

Selection of Independent Counsel. If the determination of entitlement to indemnification pursuant to Section 6.2 will be made by an Independent Counsel, the Independent Counsel will shall be selected as provided in this Section 6.3. The Independent Counsel will shall be selected by the Company (unless the Company requests that such selection be made by the Indemnitee, in which event the immediately following sentence will apply), and the Company will Board of Directors. The Corporation shall give written notice to Indemnitee advising Indemnitee him or her of the identity of the Independent Counsel so selected. If the Independent Counsel is selected by the Indemnitee, Indemnitee will give written notice to the Company advising of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection is given, deliver to the Company or to Indemnitee, as the case may be, Corporation a written objection made in good faith to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Article 1 of this Agreement, and the objection will set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person Person so selected will act as Independent Counsel. If a written objection is made and substantiated, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within 30 thirty (30) days after submission by Indemnitee of a written request for indemnification pursuant to Section 6.1, no Independent Counsel is selected, or an Independent Counsel for which an objection thereto has been properly made remains unresolved, either the Company Corporation or Indemnitee may petition a the Chancery Court or other court of competent jurisdiction for resolution of any objection which that has been made by the Company or Indemnitee to the otherCorporation’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person Person selected by the court or by such other person Person as the court may designate, and the person Person with respect to whom all objections are so resolved or the person Person so appointed will act as Independent Counsel under Section 6.2. The Company Corporation will pay any and all reasonable and necessary fees and expenses incurred by such Independent Counsel in connection with acting pursuant to Section 6.2 hereof6.2, and the Company Corporation will pay all fees and expenses incident to the procedures of this Section 6.3, regardless of the manner in which such Independent Counsel was selected or appointed.

Selection of Independent Counsel. If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 6.2 will be made by an Independent Counsel6(b) hereof, the Independent Counsel will be selected as provided in this Section 6.3. The Independent Counsel will shall be selected by the Company Disinterested Directors (unless the Company requests that such selection be made or a committee thereof) as provided in Section 6(b) or if there are no Disinterested Directors, by the Indemnitee, in which event the immediately following sentence will apply), and the Company will give written notice to Board. Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected. If the Independent Counsel is selected by the Indemnitee, Indemnitee will give written notice to the Company advising of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection is shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 14(e) of this Agreement, and the objection will shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected will shall act as Independent Counsel. If a written objection is made and substantiated, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within 30 twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 6.16(a) hereof, no Independent Counsel is selected, or an Independent Counsel for which an objection thereto has shall have been properly made remains unresolvedselected and not objected to, either the Company or Indemnitee may petition a the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which has shall have been made by the Company or Indemnitee to the otherCompany’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court may designatecourt, and the person with respect to whom all objections are so resolved or the person so appointed will shall act as Independent Counsel under Section 6.26(b) hereof. The Company will shall pay any and all reasonable and necessary fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 6.2 6(b) hereof, and the Company will pay all fees and expenses incident to the procedures of this Section 6.3, regardless of the manner in which such Independent Counsel was selected or appointed.

Selection of Independent Counsel. If the determination of entitlement to indemnification pursuant to Section 6.2 will be made by an Independent Counsel, the Independent Counsel will be selected as provided in this Section 6.3. The Independent Counsel will be selected by the Company Indemnitee (unless the Company Indemnitee requests that such selection be made by the IndemniteeBoard of Directors, in which event the immediately following sentence will apply), ) and the Company Indemnitee will give written notice to Indemnitee the Company advising Indemnitee it of the identity of the Independent Counsel so selected. If the Independent Counsel is selected by the IndemniteeBoard of Directors, Indemnitee the Company will give written notice to the Company Indemnitee advising him or her of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten days after such written notice of selection is given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in this Agreement, and the objection will set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected will act as Independent Counsel. If a written objection is made and substantiated, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within 30 days after submission by Indemnitee of a written request for indemnification pursuant to Section 6.1, no Independent Counsel is selected, or an Independent Counsel for which an objection thereto has been properly made remains unresolved, either the Company or Indemnitee may petition a the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which has been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court may designate, and the person with respect to whom all objections are so resolved or the person so appointed will act as Independent Counsel under Section 6.2. The Company will pay any and all reasonable and necessary fees and expenses incurred by such Independent Counsel in connection with acting pursuant to Section 6.2 hereof, and the Company will pay all fees and expenses incident to the procedures of this Section 6.36,3, regardless of the manner in which such Independent Counsel was selected or appointed.

Selection of Independent Counsel. If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 6.2 will be made by an Independent Counsel4.1 hereof, the Independent Counsel will be selected as provided in this Section 6.3. The Independent Counsel will shall be selected by the Company (unless the Company requests that such selection be made Board by the Indemnitee, in which event the immediately following sentence will apply), and the Company will give written notice to Indemnitee. Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected. If the Independent Counsel is selected by the Indemnitee, Indemnitee will give written notice to the Company advising of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection is givenshall have been given to Indemnitee, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in this Agreementthe definition thereof, and the objection will shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected will shall act as Independent Counsel. If a written objection is timely and properly made and substantiated, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court the Delaware Court has determined that such objection is without merit. IfAny Independent Counsel that has been selected by the Board without timely and proper objection from the Indemnitee or with respect to which any timely and proper objection by the Indemnitee has been withdrawn, within 30 is referred to herein as an “Approved Independent Counsel”. If there is no Approved Independent Counsel by 5:00 p.m. eastern time on the date that is twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 6.1, no 6.1 hereof with respect to which a Standard of Conduct Determination is required to be made by Independent Counsel is selected, or an Independent Counsel for which an objection thereto has been properly made remains unresolvedpursuant to Section 4.1, either the Company or Indemnitee may petition a court of competent jurisdiction the Delaware Court for resolution of any objection which has shall have been made by the Company or Indemnitee to the otherBoard’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court Delaware Court or by such other person as the court may Delaware Court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed will shall act as Independent Counsel under Section 6.24.1 hereof. The Company will shall pay any and all reasonable and necessary fees and expenses incurred by such the Independent Counsel in connection with acting pursuant to Section 6.2 4.1 hereof, and the Company will shall pay all reasonable fees and expenses incident to the procedures of this Section 6.35, regardless of the manner in which such Independent Counsel was selected or appointed.

Selection of Independent Counsel. If the determination of entitlement to indemnification pursuant to Section 6.2 or contribution or indemnification pursuant to Article 5 will be made by an Independent Counsel, the Independent Counsel will be selected as provided in this Section 6.3. The Independent Counsel will be selected by the Company Indemnitee (unless the Company Indemnitee requests that such selection be made by the IndemniteeBoard of Directors, in which event the immediately following sentence will apply)) and Indemnitee will give written notice to the Company advising it of the identity of the Independent Counsel so selected If the Independent Counsel is selected by the Board of Directors, and the Company will give written notice to Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected. If the Independent Counsel is selected by the Indemnitee, Indemnitee will give written notice to the Company advising him or her of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten days after such written notice of selection is given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “"Independent Counsel” " as defined in this Agreement, and the objection will set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected will act as Independent Counsel. If a written objection is made and substantiated, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within 30 days after submission by Indemnitee of a written request for indemnification pursuant to Section 6.1, no Independent Counsel is selected, or an Independent Counsel for which an objection thereto has been properly made remains unresolved, either the Company or Indemnitee may petition a an appropriate court of the State of Texas or any other court of competent jurisdiction for resolution of any objection which has been made by the Company or Indemnitee to the other’s 's selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court may designate, and the person with respect to whom all objections are so resolved or the person so appointed will act as Independent Counsel under Section 6.2. The Company will pay any and all reasonable and necessary fees and expenses incurred by such Independent Counsel in connection with acting pursuant to Section 6.2 hereof, and the Company will pay all fees and expenses incident to the procedures of this Section 6.3, regardless of the manner in which such Independent Counsel was selected or appointed.under

Selection of Independent Counsel. If the determination of entitlement to indemnification Independent Counsel is required pursuant to Section 6.2 will be made by an Independent Counsel3.3(c), the such Independent Counsel will shall be selected as provided in this Section 6.3. The follows: (i) if a Change of Control shall not have occurred, Independent Counsel will shall be selected by the Company Board and approved by the Indemnitee (which approval shall not be unreasonably withheld); or (ii) if a Change of Control shall have occurred, Independent Counsel shall be selected by Indemnitee (unless the Company requests Indemnitee shall request that such selection be made by the IndemniteeBoard, in which event the immediately following sentence will (i) shall apply), and the Company will give written notice to Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected. If the Independent Counsel is selected by the Indemnitee, Indemnitee will shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, The Company may, within ten seven (7) days after such written notice of selection is shall have been given, deliver to the Company or to Indemnitee, as the case may be, Indemnitee a written objection to such selection; provided, however, that such . Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” Counsel as defined in this Agreement, herein and the objection will shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected will act as Independent Counsel. If a such written objection is made and substantiatedmade, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within 30 ten (10) days after submission by Indemnitee of a written request for indemnification pursuant to Section 6.1indemnification, no Independent Counsel is selected, or an Independent Counsel for which an objection thereto has shall have been properly made remains unresolvedselected and not objected to, either the Company or Indemnitee may petition a the Court of Chancery of the State of Delaware, or any other court of competent jurisdiction jurisdiction, for resolution of any objection which has shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel counsel and/or for the appointment as Independent Counsel of a person selected by the such court or by such other person as the such court may shall designate, and the person with respect to whom all objections are an objection is so resolved or the person so appointed will shall act as Independent Counsel under Section 6.2Counsel. The Company will shall pay any and all reasonable and necessary fees and expenses Expenses of Independent Counsel incurred by such Independent Counsel in connection with acting its actions pursuant to Section 6.2 hereofthis Agreement, and the Company will shall pay all reasonable fees and expenses Expenses incident to the procedures of this Section 6.3Section, regardless of the manner in which such Independent Counsel was selected or appointed.

Selection of Independent Counsel. If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 6.2 will be made by an Independent Counsel5.3 hereof, the Independent Counsel will shall be selected as provided in this Section 6.35.4. The Independent Counsel will shall be selected by the Company (unless the Company requests that such selection be made by the Indemnitee, in which event the immediately following sentence will apply)Board of Directors, and the Company will shall promptly give written notice to Indemnitee advising Indemnitee him or her of the identity of the Independent Counsel so selected. If the Independent Counsel is selected by the Indemnitee, Indemnitee will give written notice to the Company advising of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten days after such written notice of selection is shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in this Agreement, and the objection will shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected will shall act as Independent Counsel. If a written objection is made and substantiated, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court the Court has determined that ruled against such objection is without meritobjection. If, within 30 days after submission by Indemnitee of a written request for indemnification pursuant to Section 6.15.2 hereof, no Independent Counsel is selected, shall have been selected or an Independent Counsel for which shall have been selected but an objection thereto has shall have been properly made remains and remained unresolved, either the Company or Indemnitee may petition a court of competent jurisdiction the Court for resolution of any objection which has that shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court Court or by such other person as the court may Court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed will shall act as Independent Counsel under Section 6.25.3 hereof. The Company will shall pay any and all reasonable and necessary fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 6.2 5.3 hereof, and the Company will pay all fees and expenses incident to the procedures of this Section 6.3, regardless of the manner in which such Independent Counsel was selected or appointed.

Selection of Independent Counsel. If the determination of entitlement to indemnification Independent Counsel is required pursuant to Section 6.2 will be made by an Independent Counsel3.3(d), the such Independent Counsel will shall be selected as provided in this Section 6.3. The follows: (i) if a Change of Control shall not have occurred, Independent Counsel will shall be selected by the Company (unless the Company requests that such selection be made Board and approved by the Indemnitee, in which event the immediately following sentence will apply), and the Company will shall give written notice to Indemnitee advising Indemnitee him or her of the identity of the Independent Counsel so selected. If the a Change of Control shall have occurred, Independent Counsel is shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the IndemniteeBoard, in which event (i) shall apply), and Indemnitee will shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection is shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such . Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” Counsel as defined in this Agreement, herein and the objection will shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected will act as Independent Counsel. If a such written objection is made and substantiatedmade, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within 30 twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 6.1indemnification, no Independent Counsel is selected, or an Independent Counsel for which an objection thereto has shall have been properly made remains unresolvedselected and not objected to, either the Company or Indemnitee may petition a the Court of Chancery of the State of Delaware, or any other court of competent jurisdiction jurisdiction, for resolution of any objection which has shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel counsel and/or for the appointment as Independent Counsel of a person selected by the such court or by such other person as the such court may shall designate, and the person with respect to whom all objections are an objection is so resolved or the person so appointed will shall act as Independent Counsel under Section 6.2Counsel. The Company will shall pay any and all reasonable and necessary fees and expenses Expenses of Independent Counsel incurred by such Independent Counsel in connection with acting its actions pursuant to Section 6.2 hereofthis Agreement, and the Company will shall pay all reasonable fees and expenses Expenses incident to the procedures of this Section 6.3Section, regardless of the manner in which such Independent Counsel was selected or appointed.

Selection of Independent Counsel. If the determination of entitlement to indemnification pursuant to Section 6.2 will be made by an Independent Counsel, the Independent Counsel will shall be selected as provided in this Section 6.3. The Independent Counsel will shall be selected by the Board of Directors. The Company (unless the Company requests that such selection be made by the Indemnitee, in which event the immediately following sentence will apply), and the Company will shall give written notice to Indemnitee advising Indemnitee him or her of the identity of the Independent Counsel so selected. If the Independent Counsel is selected by the Indemnitee, Indemnitee will give written notice to the Company advising of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection is given, deliver to the Company or to Indemnitee, as the case may be, a written objection made in good faith to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in this Agreement, and the objection will set forth with particularity the factual basis of such assertionobjection. Absent a proper and timely objection, the person so selected will act as Independent Counsel. If a written objection is made and substantiated, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within 30 thirty (30) days after submission by Indemnitee of a written request for indemnification pursuant to Section 6.1, no Independent Counsel is selected, or an Independent Counsel for which an objection thereto has been properly made remains unresolved, either the Company or Indemnitee may petition a court of competent jurisdiction the Chancery Court for resolution of any objection which that has been made by the Company or Indemnitee to the otherCompany’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court may designate, and the person with respect to whom all objections are so resolved or the person so appointed will act as Independent Counsel under Section 6.2. The Company will pay any and all reasonable and necessary fees and expenses incurred by such Independent Counsel in connection with acting pursuant to Section 6.2 hereof6.2, and the Company will pay all fees and expenses incident to the procedures of this Section 6.3, regardless of the manner in which such Independent Counsel was selected or appointed.

Selection of Independent Counsel. If the determination of entitlement to indemnification pursuant to Section 6.2 will be made by an Independent Counsel, the Independent Counsel will be selected as provided in this Section 6.3. The Independent Counsel will be selected by the Company Indemnitee (unless the Company Indemnitee requests that such selection be made by the IndemniteeBoard of Directors, in which event the immediately following sentence will apply), ) and the Company Indemnitee will give written notice to Indemnitee the Company advising Indemnitee it of the identity of the Independent Counsel so selected. If the Independent Counsel is selected by the IndemniteeBoard of Directors, Indemnitee the Company will give written notice to the Company Indemnitee advising him of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten days after such written notice of selection is given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in this Agreement, and the objection will set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected will act as Independent Counsel. If a written objection is made and substantiated, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within 30 days after submission by Indemnitee of a written request for indemnification pursuant to Section 6.1, no Independent Counsel is selected, or an Independent Counsel for which an objection thereto has been properly made remains unresolved, either the Company or Indemnitee may petition a the court of the State of Ohio or other court of competent jurisdiction for resolution of any objection which has been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court may designate, and the person with respect to whom all objections are so resolved or the person so appointed will act as Independent Counsel under Section 6.2. The Company will pay any and all reasonable and necessary fees and expenses incurred by such Independent Counsel in connection with acting pursuant to Section 6.2 hereof, and the Company will pay all fees and expenses incident to the procedures of this Section 6.3, regardless of the manner in which such Independent Counsel was selected or appointed.

Selection of Independent Counsel. If the determination of entitlement to indemnification pursuant to Section 6.2 will be made by an Independent Counsel, the Independent Counsel will be selected as provided in this Section 6.3, except as otherwise provided by Section 6.1. The Initially, a candidate to serve as Independent Counsel will be selected nominated by the Company (unless the Company requests that such selection be made by the Indemnitee, in which event the immediately following sentence will apply), and the Board of Directors. The Company will give written notice to Indemnitee advising Indemnitee him or her of the identity of the Independent Counsel so selectednominated. If the Independent Counsel is selected by the IndemniteeThe, Indemnitee will give written notice to the Company advising of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within shall have ten days after such written notice of selection is given, given to deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the candidate nominated to serve as Independent Counsel so selected does not meet the requirements criteria of “Independent Counsel” as defined in this Agreement, and the objection will set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected nominated will act as Independent Counsel. If a written objection is made and substantiated, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within 30 days after submission by Indemnitee of a written request for indemnification pursuant to Section 6.1, no Independent Counsel is selected, or an Independent Counsel for which an objection thereto has been properly made remains unresolved, either the Company or Indemnitee may petition a court of the State of Delaware or other court of competent jurisdiction for resolution of any objection which has been made by the Company or Indemnitee to the other’s selection nomination of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court may designate, and the person with respect to whom all objections are so resolved or the person so appointed will act as Independent Counsel under Section 6.2. The Company will pay any and all reasonable and necessary fees and expenses incurred by such Independent Counsel in connection with acting pursuant to Section 6.2 hereof, and the Company will pay all fees and expenses incident to the procedures of this Section 6.3, regardless of the manner in which such Independent Counsel was selected or appointed.

Selection of Independent Counsel. If the determination of entitlement to indemnification pursuant to Section 6.2 will be made by an Independent Counsel, the Independent Counsel will be selected as provided in this Section 6.3. The Independent Counsel will be selected by the Company Indemnitee (unless the Company Indemnitee requests that such selection be made by the IndemniteeBoard of Directors, in which event the immediately following sentence will apply), ) and the Company Indemnitee will give written notice to Indemnitee the Company advising Indemnitee it of the identity of the Independent Counsel so selected. If the Independent Counsel is selected by the IndemniteeBoard of Directors, Indemnitee the Company will give written notice to the Company Indemnitee advising her of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten days after such written notice of selection is given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in this Agreement, and the objection will set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected will act as Independent Counsel. If a written objection is made and substantiated, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within 30 days after submission by Indemnitee of a written request for indemnification pursuant to Section 6.1, no Independent Counsel is selected, or an Independent Counsel for which an objection thereto has been properly made remains unresolved, either the Company or Indemnitee may petition a the appropriate court of the State of Nevada or other court of competent jurisdiction for resolution of any objection which has been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court may designate, and the person with respect to whom all objections are so resolved or the person so appointed will act as Independent Counsel under Section 6.2. The Company will pay any and all reasonable and necessary fees and expenses incurred by such Independent Counsel in connection with acting pursuant to Section 6.2 hereof, and the Company will pay all fees and expenses incident to the procedures of this Section 6.3, regardless of the manner in which such Independent Counsel was selected or appointed.

Selection of Independent Counsel. If the determination of entitlement to indemnification pursuant to Section 6.2 will be made by an Independent Counsel, the Independent Counsel will be selected as provided in this Section 6.3, except as otherwise provided by Section 6.1. The Initially, a candidate to serve as Independent Counsel will be selected nominated by the Company (unless the Company requests that such selection be made by the Indemnitee, in which event the immediately following sentence will apply), and the Company . The Indemnitee will give written notice to Indemnitee the Board of Directors advising Indemnitee them of the identity of the Independent Counsel so selectednominated. If the Independent Counsel is selected by the IndemniteeThe, Indemnitee will give written notice to the Company advising Board of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within Directors shall have ten days after such written notice of selection is given, given to deliver to the Company or to Indemnitee, as the case may be, Indemnitee a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the candidate nominated to serve as Independent Counsel so selected does not meet the requirements criteria of “Independent Counsel” as defined in this Agreement, and the objection will set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected nominated will act as Independent Counsel. If a written objection is made and substantiated, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within 30 days after submission by Indemnitee Xxxxxxxxxx of a written request for indemnification pursuant to Section 6.1, no Independent Counsel is selected, or an Independent Counsel for which an objection thereto has been properly made remains unresolved, either the Company or Indemnitee may petition a court Court of competent jurisdiction Chancery of the State of Delaware for resolution of any objection which has been made by the Company or Indemnitee Board of Directors to the other’s selection nomination of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court may designate, and the person with respect to whom all objections are so resolved or the person so appointed will act as Independent Counsel under Section 6.2. The Company will pay any and all reasonable and necessary fees and expenses incurred by such Independent Counsel in connection with acting pursuant to Section 6.2 hereof, and the Company will pay all fees and expenses incident to the procedures of this Section 6.3, regardless of the manner in which such Independent Counsel was selected or appointed.

Selection of Independent Counsel. (a) If the determination an opinion of entitlement to indemnification Independent Counsel shall be required pursuant to Section 6.2 will 7(a)(ii), such counsel shall be made selected by an Indemnitee, and Indemnitee shall give written notice to the Corporation advising it of the identity of the Independent Counsel, the . If an opinion of Independent Counsel will shall be selected as provided in this required pursuant to Section 6.3. The Independent Counsel will 7(a)(i)(B), such counsel shall be selected by the Company (unless the Company requests that such selection be made by the IndemniteeCorporation, in which event case the immediately following sentence will apply), and the Company will Corporation shall give written notice to Indemnitee advising Indemnitee him or her of the identity of the Independent Counsel so selected. If the Independent Counsel is selected by the Indemnitee, Indemnitee will give written notice to the Company advising of the identity of the Independent Counsel so selectedCounsel. In either event, Indemnitee or the CompanyCorporation, as the case may be, may, within ten 10 days after such written notice of selection is givenshall have been received, deliver to the Company Corporation or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection will shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected will shall act as Independent Counsel. If a such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within 30 20 days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 6.17 hereof and the final disposition of the Proceeding, no Independent Counsel is selected, or an Independent Counsel for which an objection thereto has shall have been properly made remains unresolvedselected and not objected to, either the Company Corporation or Indemnitee may petition a court of competent jurisdiction for resolution of any objection which has shall have been made by the Company Corporation or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court may shall designate, and the person with respect to whom all objections are so resolved or the person so appointed will shall act as Independent Counsel under Section 6.27 hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to this Agreement, the Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing). (b) Nothing herein shall prohibit the Board from selecting Indemnitee’s defense counsel for this purpose if the Board determines this to be in the best interest of the Corporation as an appropriate way to determine the potential liability of Indemnitee. (c) The Company will Corporation agrees to pay any and all the reasonable and necessary fees and expenses incurred by such of any Independent Counsel in connection with acting pursuant to Section 6.2 hereof, and the Company will pay all fees and expenses incident to the procedures of serving under this Section 6.3, regardless of the manner in which such Independent Counsel was selected or appointedAgreement.

Selection of Independent Counsel. If the determination of entitlement to indemnification pursuant to Section 6.2 will be made by an Independent Counsel, the Independent Counsel will be selected as provided in this Section 6.3. The If a Change in Control shall not have occurred, the Independent Counsel will shall be selected by the Company (unless the Company requests that such selection be made by the Indemnitee, in which event the immediately following sentence will apply), Board of Directors and the Company will give written notice to Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel is will be selected by the Indemnitee, Indemnitee and Indemnitee will give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten 10 days after such written notice of selection is given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in this Agreement, and the objection will set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected will act as Independent Counsel. If a written objection is made and substantiated, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within 30 days after submission by Indemnitee of a written request for indemnification pursuant to Section 6.1, no Independent Counsel is has been selected, or an the selection of the Independent Counsel for which an objection thereto has been remains the subject of a properly made remains unresolvedobjection thereto, either the Company or Indemnitee may petition a the Court of Chancery of the State of Delaware or other court of competent jurisdiction for the appointment as Independent Counsel of a person selected or designated by the court or for resolution of any objection which has been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for and the appointment as Independent Counsel of a person selected by the court so appointed or by such other person as the court may designate, and the person with respect to whom all objections are so resolved or the person so appointed will act as Independent Counsel under Section 6.2. The Company will pay any and all reasonable and necessary fees and expenses incurred by such Independent Counsel in connection with acting pursuant to Section 6.2 hereof6.2, and the Company will pay all fees and expenses incident to the procedures of this Section 6.3, regardless of the manner in which such Independent Counsel was selected or appointed.

Selection of Independent Counsel. If the determination of entitlement to indemnification pursuant to Section 6.2 will be made by an Independent Counsel, the Independent Counsel will be selected as provided in this Section 6.3. The Independent Counsel will be selected by the Company Indemnitee (unless the Company Indemnitee requests that such selection be made by the IndemniteeBoard of Directors, in which event the immediately following sentence will apply), ) and the Company Indemnitee will give written notice to Indemnitee the Company advising Indemnitee it of the identity of the Independent Counsel so selected. If the Independent Counsel is selected by the IndemniteeBoard of Directors, Indemnitee the Company will give written notice to the Company Indemnitee advising him of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten days after such written notice of selection is given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in this Agreement, and the objection will set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected will act as Independent Counsel. If a written objection is made and substantiated, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within 30 days after submission by Indemnitee of a written request for indemnification pursuant to Section 6.1, no Independent Counsel is selected, or an Independent Counsel for which an objection thereto has been properly made remains unresolved, either the Company or Indemnitee may petition a court of competent jurisdiction for resolution of any objection which has been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court may designate, and the person with respect to whom all objections are so resolved or the person so appointed will act as Independent Counsel under Section 6.2. The Company will pay any and all reasonable and necessary fees and expenses incurred by such Independent Counsel in connection with acting pursuant to Section 6.2 hereof, and the Company will pay all fees and expenses incident to the procedures of this Section 6.3, regardless of the manner in which such Independent Counsel was selected or appointed.

Selection of Independent Counsel. If In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 6.2 will be made by an Independent Counsel5(b) hereof, the Independent Counsel will shall be selected as provided in to this Section 6.35(c). The If a Change of Control shall not have occurred, the Board shall select the Independent Counsel will be selected by the Company (unless the Company requests that such selection be made by the Indemnitee, in which event the immediately following sentence will apply), and the Company will shall give written notice to Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected. If a Change of Control shall have occurred, Indemnitee shall select the Independent Counsel is selected by the Indemnitee, Indemnitee will and shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten 10 days after such written notice of selection is shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “"Independent Counsel” " as defined in Section 1 of this Agreement, and the objection will shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected will act as Independent Counsel. If a such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within 30 twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 6.15(a) hereof, no Independent Counsel is selected, or an Independent Counsel for which an objection thereto has shall have been properly made remains unresolvedselected and not objected to, either the Company or Indemnitee may petition a court of the State of Arizona or other court of competent jurisdiction for resolution of any objection which has shall have been made by the Company or Indemnitee to the other’s 's selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court may shall designate, and the person with respect to whom all objections are so resolved or the person so appointed will shall act as Independent Counsel under Section 6.25(b) hereof. The Company will shall pay any and all reasonable and necessary fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 6.2 5(b) hereof, and the Company will shall pay all reasonable fees and expenses incident to the procedures of this Section 6.39(a), regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any judicial proceeding pursuant to Section 9(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Selection of Independent Counsel. If the determination a Standard of entitlement Conduct Determination is to indemnification be made by Independent Counsel pursuant to Section 6.2 will be made by an Independent Counsel7(b), the Independent Counsel will be selected as provided in this Section 6.3. The Independent Counsel will shall be selected by the Company (unless the Company requests that such selection be made by the Indemnitee, in which event the immediately following sentence will apply)Board or a Board Committee, and the Company will shall give written notice to Indemnitee advising Indemnitee him or her of the identity of the Independent Counsel so selected. If a Standard of Conduct Determination is to be made by Independent Counsel pursuant to Section 7(c), the Independent Counsel is shall be selected by the Indemnitee, and Indemnitee will shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either eventcase, Indemnitee or the Company, as the case may beapplicable, may, within ten five business days after such receiving written notice of selection is givenfrom the other, deliver to the Company or to Indemnitee, as the case may be, other a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet satisfy the requirements criteria set forth in the definition of “Independent Counsel” as defined set forth in this AgreementSection 1, and the objection will shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person or persons so selected will shall act as Independent Counsel. If a such written objection is properly and timely made and substantiated, (i) the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without meritmerit and (ii) the non-objecting party may, at its option, select an alternative Independent Counsel and give written notice to the other party advising such other party of the identity of the alternative Independent Counsel so selected, in which case the provisions of the two immediately preceding sentences and clause (i) of this sentence shall apply to such subsequent selection and notice. IfIf applicable, within 30 days after submission by Indemnitee the provisions of a written request for indemnification pursuant clause (ii) of the immediately preceding sentence shall apply to Section 6.1, successive alternative selections. If no Independent Counsel that is selectedpermitted under the foregoing provisions of this Section 7(g) to make the Standard of Conduct Determination shall have been selected within 30 calendar days after the Company gives its initial notice pursuant to the first sentence of this Section 7(g) or Indemnitee gives its initial notice pursuant to the second sentence of this Section 7(g), or an Independent Counsel for which an objection thereto has been properly made remains unresolvedas the case may be, either the Company or Indemnitee may petition a court the Court of competent jurisdiction Chancery of the State of Delaware for resolution of any objection which has shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person or firm selected by the court Court or by such other person as the court may Court shall designate, and the person or firm with respect to whom all objections are so resolved or the person or firm so appointed will act as Independent Counsel under Section 6.2Counsel. The In all events, the Company will shall pay any all of the actual and all reasonable and necessary fees and expenses incurred by such of the Independent Counsel incurred in connection with acting the Independent Counsel’s determination pursuant to Section 6.2 hereof, and the Company will pay all fees and expenses incident to the procedures of this 7(b) or Section 6.3, regardless of the manner in which such Independent Counsel was selected or appointed7(c).

Selection of Independent Counsel. If the determination of entitlement to indemnification pursuant to Section 6.2 will be made by an Independent Counsel, the Independent Counsel will shall be selected as provided in this Section 6.3. The If a Change in Control shall not have occurred, the Independent Counsel will shall be selected by the Company (unless the Company requests that such selection be made by the Indemnitee, in which event the immediately following sentence will apply)Board of Directors, and the Company will Corporation shall give written notice to Indemnitee advising Indemnitee him or her of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel is shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the IndemniteeBoard of Directors, in which event the preceding sentence shall apply), and Indemnitee will shall give written notice to the Company Corporation advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the CompanyCorporation, as the case may be, may, within ten (10) days after such written notice of selection is given, deliver to the Company Corporation or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in this Agreement, and the objection will set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected will act as Independent Counsel. If a written objection is made and substantiated, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within 30 thirty (30) days after submission by Indemnitee of a written request for indemnification pursuant to Section 6.1, no Independent Counsel is selected, or an Independent Counsel for which an objection thereto has been properly made remains unresolved, either the Company Corporation or Indemnitee may petition a the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which that has been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court may designate, and the person with respect to whom all objections are so resolved or the person so appointed will act as Independent Counsel under Section 6.2. The Company will Corporation shall pay any and all reasonable and necessary fees and expenses incurred by such Independent Counsel in connection with acting pursuant to Section 6.2 hereof6.2, and the Company will Corporation shall pay all fees and expenses incident to the procedures of this Section 6.3, regardless of the manner in which such Independent Counsel was selected or appointed.

Selection of Independent Counsel. If the any determination of entitlement required to indemnification be made pursuant to Section 6.2 will 3(d) is to be made by an Independent CounselCounsel pursuant to Section 3(d)(i), the Independent Counsel will be selected as provided in this Section 6.3. The Independent Counsel will shall be selected by the Company (unless the Company requests that such selection be made by the Indemnitee, in which event the immediately following sentence will apply)Board, and the Company will shall give written notice to Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected. If such determination is to be made by Independent Counsel pursuant to Section 3(d)(ii), the Independent Counsel is shall be selected by the Indemnitee, and Indemnitee will shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either eventcase, Indemnitee or the Company, as the case may beapplicable, may, within ten (10) days after such receiving written notice of selection is givenfrom the other, deliver to the Company or to Indemnitee, as the case may be, other a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet satisfy the requirements criteria set forth in the definition of “Independent Counsel” as defined in this AgreementSection 1, and the objection will shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person Person or firm so selected will shall act as Independent Counsel. If a written proper and timely objection is made and substantiatedmade, the Independent Counsel Person selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court the Delaware Court (as defined in Section 23), or, at Indemnitee’s option, pursuant to an arbitration, has determined that such objection is without merit. If, within 30 fourteen (14) days after submission receipt by Indemnitee the Company of a written request for indemnification pursuant to Section 6.1this Agreement, no Independent Counsel is selected, or an Independent Counsel for which an objection thereto has shall have been properly made remains unresolvedselected and not objected to, either the Company or Indemnitee may petition a court of competent jurisdiction the Delaware Court (as defined in Section 23), or, at such Person’s option, initiate an arbitration, for resolution of any objection which has shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment of another Person as Independent Counsel of a person selected by the court or by such other person as the court may designateCounsel, and the person Person with respect to whom all objections are so resolved or the person Person so appointed will shall act as Independent Counsel under Section 6.2Counsel. The Company will shall pay any and all of the reasonable and necessary fees and expenses incurred by such of the Independent Counsel and Indemnitee incurred in connection with acting the Independent Counsel’s determination pursuant to Section 6.2 hereof, and the Company will pay all fees and expenses incident to the procedures of this Section 6.3, regardless of the manner in which such Independent Counsel was selected or appointed3(d).

Selection of Independent Counsel. If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 6.2 will be made by an Independent Counsel8(b) hereof, the Independent Counsel will shall be selected as provided in this Section 6.38(c). The Independent Counsel will shall be selected by the Company Indemnitee (unless the Company requests Indemnitee shall request that such selection be made by the IndemniteeBoard, in which event the immediately following sentence will applyBoard shall make such selection on behalf of the Company, subject to the remaining provisions of this Section 8(c)), and Indemnitee or the Company will Company, as the case may be, shall give written notice to Indemnitee the other, advising the Company or Indemnitee of the identity of the Independent Counsel so selected. If the Independent Counsel is selected by the Indemnitee, Indemnitee will give written notice to the Company advising of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, Company may, within ten (10) days after such written notice of selection is shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in this AgreementSection 1, and the objection will shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the firm or person so selected will by the Board shall act as Independent Counsel. If a timely written objection is made and substantiated, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within 30 twenty (20) days after submission by Indemnitee of a written request to the Company for indemnification pursuant to Section 6.1indemnification, no Independent Counsel is selected, or an Independent Counsel for which an objection thereto has shall have been properly made remains unresolvedselected and not objected to, either the Company or Indemnitee may petition a the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which has shall have been made by the Company or Indemnitee to the otherIndemnitee’s or to the Company’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a firm or person selected by the court or by such other firm or person as the court may shall designate, and the firm or person with respect to whom all objections are so resolved or the firm or person so appointed will shall act as Independent Counsel under Section 6.2. The Company will pay any and all reasonable and necessary fees and expenses incurred by such Independent Counsel in connection with acting pursuant to Section 6.2 8(b) hereof, and the Company will pay all fees and expenses incident to the procedures of this Section 6.3, regardless of the manner in which such Independent Counsel was selected or appointed.

Selection of Independent Counsel. If the determination of entitlement to indemnification pursuant to Section 6.2 will be made by an Independent Counsel, the Independent Counsel will be selected as provided in this Section 6.3. The Independent Counsel will be selected by the Company Indemnitee (unless the Company Indemnitee requests that such selection be made by the IndemniteeBoard of Directors, in which event the immediately following sentence will apply)) and Indemnitee will give written notice to the Company advising it of the identity of the Independent Counsel so selected If the Independent Counsel is selected by the Board of Directors, and the Company will give written notice to Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected. If the Independent Counsel is selected by the Indemnitee, Indemnitee will give written notice to the Company advising him or her of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten [ten] days after such written notice of selection is given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in this Agreement, and the objection will set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected will act as Independent Counsel. If a written objection is made and substantiated, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within 30 [30] days after submission by Indemnitee of a written request for indemnification pursuant to Section 6.1, no Independent Counsel is selected, or an Independent Counsel for which an objection thereto has been properly made remains unresolved, either the Company or Indemnitee may petition a the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which has been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court may designate, and the person with respect to whom all objections are so resolved or the person so appointed will act as Independent Counsel under Section 6.2. The Company will pay any and all reasonable and necessary fees and expenses incurred by such Independent Counsel in connection with acting pursuant to Section 6.2 hereof, and the Company will pay all fees and expenses incident to the procedures of this Section 6.3, regardless of the manner in which such Independent Counsel was selected or appointed.

Selection of Independent Counsel. If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 6.2 will be made by an Independent Counsel5.3 hereof, the Independent Counsel will shall be selected as provided in this Section 6.35.4. The Independent Counsel will shall be selected by the Company (unless the Company requests that such selection be made by the Indemnitee, in which event the immediately following sentence will apply)Board, and the Company will shall promptly give written notice to Indemnitee advising Indemnitee him or her of the identity of the Independent Counsel so selected. If the Independent Counsel is selected by the Indemnitee, Indemnitee will give written notice to the Company advising of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten days after such written notice of selection is shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in this Agreement, and the objection will shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected will shall act as Independent Counsel. If a written objection is made and substantiated, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that ruled against such objection is without meritobjection. If, within 30 days after submission by Indemnitee of a written request for indemnification pursuant to Section 6.15.2 hereof, no Independent Counsel is selected, shall have been selected or an Independent Counsel for which shall have been selected but an objection thereto has shall have been properly made remains and remained unresolved, either the Company or Indemnitee may petition a the Franklin County Court of Common Pleas of the State of Ohio or other court of competent jurisdiction for resolution of any objection which has that shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court may shall designate, and the person with respect to whom all objections are so resolved or the person so appointed will shall act as Independent Counsel under Section 6.25.3 hereof. The Company will shall pay any and all reasonable and necessary fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 6.2 5.3 hereof, and the Company will pay all fees and expenses incident to the procedures of this Section 6.3, regardless of the manner in which such Independent Counsel was selected or appointed.

Selection of Independent Counsel. If In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 6.2 will be made by an Independent Counsel5.1, the Independent Counsel will shall be selected as provided in this Section 6.35.2. The If a Change in Control shall not have occurred, the Independent Counsel will shall be selected by the Company (unless the Company requests that such selection be made by the Indemnitee, in which event the immediately following sentence will apply)Company’s board of directors, and the Company will shall give written notice to Indemnitee advising Indemnitee him or her of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel is shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the IndemniteeCompany’s board of directors, in which event the preceding sentence shall apply), and Indemnitee will shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection is shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1.9 of this Agreement, and the objection will shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person Person so selected will shall act as Independent Counsel. If a such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within 30 twenty (20) days after the later of (i) submission by Indemnitee of a written request for indemnification pursuant to Section 6.14.1 hereof and (ii) the final disposition of the Proceeding, no Independent Counsel is selected, or the parties have not agreed upon an Independent Counsel for which an objection thereto has been properly made remains unresolvedCounsel, either the Company or Indemnitee may petition a court of competent jurisdiction for resolution of any objection which has shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or and for the appointment as Independent Counsel of a person selected by the court or by such other person as the court may shall designate, and the person with respect to whom all objections are so resolved or the person so appointed will shall act as Independent Counsel under Section 6.25.1 hereof. The Company will pay Upon the due commencement of any and all reasonable and necessary fees and expenses incurred by such Independent Counsel in connection with acting judicial proceeding or arbitration pursuant to Section 6.2 hereof7.1 of this Agreement, the Independent Counsel shall be discharged and the Company will pay all fees and expenses incident relieved of any further responsibility in such capacity (subject to the procedures applicable standards of this Section 6.3, regardless of the manner in which such Independent Counsel was selected or appointedprofessional conduct then prevailing).

Selection of Independent Counsel. If the determination of entitlement to indemnification pursuant to Section 6.2 will be made by an Independent Counsel, the Independent Counsel will be selected as provided in this Section 6.3, except as otherwise provided by Section 6.1. The Initially, a candidate to serve as Independent Counsel will be selected nominated by the Company (unless the Company requests that such selection be made by the Indemnitee, in which event the immediately following sentence will apply), and the Company . The Indemnitee will give written notice to Indemnitee the Board of Directors advising Indemnitee them of the identity of the Independent Counsel so selectednominated. If the Independent Counsel is selected by the IndemniteeThe, Indemnitee will give written notice to the Company advising Board of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within Directors shall have ten days after such written notice of selection is given, given to deliver to the Company or to Indemnitee, as the case may be, Indemnitee a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the candidate nominated to serve as Independent Counsel so selected does not meet the requirements criteria of “Independent Counsel” as defined in this Agreement, and the objection will set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected nominated will act as Independent Counsel. If a written objection is made and substantiated, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within 30 days after submission by Indemnitee Ixxxxxxxxx of a written request for indemnification pursuant to Section 6.1, no Independent Counsel is selected, or an Independent Counsel for which an objection thereto has been properly made remains unresolved, either the Company or Indemnitee may petition a court Court of competent jurisdiction Chancery of the State of Delaware for resolution of any objection which has been made by the Company or Indemnitee Board of Directors to the other’s selection nomination of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court may designate, and the person with respect to whom all objections are so resolved or the person so appointed will act as Independent Counsel under Section 6.2. The Company will pay any and all reasonable and necessary fees and expenses incurred by such Independent Counsel in connection with acting pursuant to Section 6.2 hereof, and the Company will pay all fees and expenses incident to the procedures of this Section 6.3, regardless of the manner in which such Independent Counsel was selected or appointed.