Common use of Selection of Independent Legal Counsel; Change of Control Clause in Contracts

Selection of Independent Legal Counsel; Change of Control. If there has not been a Change in Control (as herein defined), any Independent Legal Counsel shall be selected by the Board of Directors of the Indemnitor, and if there has been such a Change in Control, any Independent Legal Counsel with respect to all matters thereafter arising concerning the rights of the Indemnitee to indemnification of expenses (including attorneys’ fees), judgments, fines and penalties under this Agreement or any other agreement or under the Certificate of Incorporation or By-Laws of the Indemnitor or any of its subsidiaries as now or hereafter in effect, or under any other applicable law, if desired by the Indemnitee, shall be Independent Legal Counsel selected by the Indemnitee and approved by the Indemnitor (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Indemnitor and the Indemnitee as to whether and to what extent the Indemnitee would be entitled to be indemnified hereunder under applicable law, and the Indemnitor agrees to abide by such opinion. The Indemnitor agrees to pay the fees and expenses of the Independent Legal Counsel referred to above and to indemnify fully such counsel against any and all expenses (including attorneys’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. Notwithstanding any other provision of this Agreement, the Indemnitor shall not be required to pay expenses (including attorneys’ fees), judgments, fines and penalties of more than one Independent Legal Counsel in connection with all matters concerning a single Indemnitee, and such Independent Legal Counsel shall be the Independent Legal Counsel for any or all other Indemnitees under indemnification agreements similar to this Agreement, unless (i) the employment of separate counsel by two or more of such Indemnitees has been previously authorized by the Indemnitor in writing or (ii) the Indemnitee shall have provided to the Indemnitor a written statement that the Indemnitee has reasonably concluded that there may be a conflict of interest between the Indemnitee and any of such other Indemnitees with respect to the matters arising under this Agreement.

Selection of Independent Legal Counsel; Change of Control. If there has not been a Change in Control (as herein defined), any Independent Legal Counsel shall be selected by the Board of Directors of the IndemnitorCompany, and if there has been such a Change in Control, any Independent Legal Counsel with respect to all matters thereafter arising concerning the rights of the Indemnitee to indemnification of expenses (including attorneys’ ' fees), judgments, fines and penalties under this Agreement or any other agreement or under the Certificate of Incorporation or By-Laws of any of the Indemnitor Indemnitors or any of its their respective subsidiaries as now or hereafter in effect, or under any other applicable law, if desired by the Indemnitee, shall be Independent Legal Counsel selected by the Indemnitee and approved by the Indemnitor Company on behalf of all of the Indemnitors (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Indemnitor Indemnitors and the Indemnitee as to whether and to what extent the Indemnitee would be entitled to be indemnified hereunder under applicable law, and the Indemnitor agrees Indemnitors agree to abide by such opinion. The Indemnitor agrees Indemnitors agree to pay the fees and expenses of the Independent Legal Counsel referred to above and to indemnify fully such counsel against any and all expenses (including attorneys’ ' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. Notwithstanding any other provision of this Agreement, the Indemnitor Indemnitors shall not be required to pay expenses (including attorneys’ ' fees), judgments, fines and penalties of more than one Independent Legal Counsel in connection with all matters concerning a single Indemnitee, and such Independent Legal Counsel shall be the Independent Legal Counsel for any or all other Indemnitees under indemnification agreements similar to this Agreement, unless (i) the employment of separate counsel by two or more of such Indemnitees has been previously authorized by the Indemnitor Company on behalf of all of the Indemnitors in writing or (ii) the Indemnitee shall have provided to the Indemnitor Indemnitors a written statement that the Indemnitee has reasonably concluded that there may be a conflict of interest between the Indemnitee and any of such other Indemnitees with respect to the matters arising under this Agreement.

Selection of Independent Legal Counsel; Change of Control. A determination of Indemnitee’s right to indemnification shall, in all events, be made by Independent Counsel. If there has not been a Change in Control (as herein defined), any Independent Legal Counsel shall be selected by the Board of Directors of the IndemnitorCompany, and if there has been such a Change in Control, any Independent Legal Counsel with respect to all matters thereafter arising concerning the rights of the Indemnitee to indemnification of expenses (including attorneys’ fees), judgments, fines and penalties under this Agreement or any other agreement or under the Certificate of Incorporation or By-Laws of any of the Indemnitor Indemnitors or any of its their respective subsidiaries as now or hereafter in effect, or under any other applicable law, if desired by the Indemnitee, shall be Independent Legal Counsel selected by the Indemnitee and approved by the Indemnitor Company on behalf of all of the Indemnitors (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Indemnitor Indemnitors and the Indemnitee as to whether and to what extent the Indemnitee would be entitled to be indemnified hereunder under applicable law, and the Indemnitor agrees Indemnitors agree to abide by such opinion. The Indemnitor agrees Indemnitors agree to pay the fees and expenses of the Independent Legal Counsel referred to above and to indemnify fully such counsel against any and all expenses (including attorneys’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. Notwithstanding any other provision of this Agreement, the Indemnitor Indemnitors shall not be required to pay expenses (including attorneys’ fees), judgments, fines and penalties of more than one Independent Legal Counsel in connection with all matters concerning a single Indemnitee, and such Independent Legal Counsel shall be the Independent Legal Counsel for any or all other Indemnitees under indemnification agreements similar to this Agreement, unless (i) the employment of separate counsel by two or more of such Indemnitees has been previously authorized by the Indemnitor Company on behalf of all of the Indemnitors in writing or (ii) the Indemnitee shall have provided to the Indemnitor Indemnitors a written statement that the Indemnitee has reasonably concluded that there may be a conflict of interest between the Indemnitee and any of such other Indemnitees with respect to the matters arising under this Agreement.

Selection of Independent Legal Counsel; Change of Control. If there has not been a Change in Control (as herein defined), any Independent Legal Counsel shall be selected by the Board of Directors of the Indemnitor, and if there has been such a Change in Control, any Independent Legal Counsel with respect to all matters thereafter arising concerning the rights of the Indemnitee to indemnification of expenses (including attorneys’ fees), judgments, fines and penalties under this Agreement or any other agreement or under the Certificate of Incorporation or By-Laws of the Indemnitor or any of its respective subsidiaries as now or hereafter in effect, or under any other applicable law, if desired by the Indemnitee, shall be Independent Legal Counsel selected by the Indemnitee and approved by the Indemnitor (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Indemnitor and the Indemnitee as to whether and to what extent the Indemnitee would be entitled to be indemnified hereunder under applicable law, and the Indemnitor agrees to abide by such opinion. The Indemnitor agrees to pay the fees and expenses of the Independent Legal Counsel referred to above and to indemnify fully such counsel against any and all expenses (including attorneys’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. Notwithstanding any other provision of this Agreement, the Indemnitor shall not be required to pay expenses (including attorneys’ fees), judgments, fines and penalties of more than one Independent Legal Counsel in connection with all matters concerning a single Indemnitee, and such Independent Legal Counsel shall be the Independent Legal Counsel for any or all other Indemnitees under indemnification agreements similar to this Agreement, unless (i) the employment of separate counsel by two or more of such Indemnitees has been previously authorized by the Indemnitor in writing or (ii) the Indemnitee shall have provided to the Indemnitor a written statement that the Indemnitee has reasonably concluded that there may be a conflict of interest between the Indemnitee and any of such other Indemnitees with respect to the matters arising under this Agreement.