Common use of Selection of Reviewing Party Clause in Contracts

Selection of Reviewing Party. If the Indemnitee shall make a claim for indemnification, advancement of expenses or other benefits hereunder, a majority of the disinterested members of the Board of Directors of the Company shall appoint a Reviewing Party to determine the rights of Indemnitee and obligations of the Company hereunder, under the Company’s Certificate of Incorporation and Bylaws, any other applicable agreements and applicable law; provided, however, that if there has been a Change in Control or if there are no disinterested members of the Board of Directors of the Company, the Reviewing Party shall be independent legal counsel selected by the disinterested members of the Board of Directors of the Company (or if there shall be no disinterested directors, by the General Counsel of the Company, if there is a disinterested General Counsel, and if not, then by the most senior disinterested officer of the Company) and approved by the Indemnitee if the Indemnitee shall so request. Such counsel, among other things, shall render its written opinion to the Company and the Indemnitee as to whether and to what extent the Indemnitee would be entitled to be indemnified hereunder under applicable law and the Company shall abide by such opinion. The Company shall pay the reasonable fees 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.

Selection of Reviewing Party. If the Indemnitee shall make a claim for indemnification, advancement of expenses or other benefits hereunder, a majority of the disinterested members of the Board of Directors of the Company shall appoint a Reviewing Party to determine the rights of Indemnitee and obligations of the Company hereunder, under the Company’s 's Certificate of Incorporation and Bylaws, any other applicable agreements and applicable law; provided, however, that if there has been a Change in Control or if there are no disinterested members of the Board of Directors of the Company, the Reviewing Party shall be independent legal counsel selected by the disinterested members of the Board of Directors of the Company (or if there shall be no disinterested directors, by the General Counsel of the Company, if there is a disinterested General Counsel, and if not, then by the most senior disinterested officer of the Company) and approved by the Indemnitee if the Indemnitee shall so request. Such counsel, among other things, shall render its written opinion to the Company and the Indemnitee as to whether and to what extent the Indemnitee would be entitled to be indemnified hereunder under applicable law and the Company shall abide by such opinion. The Company shall pay the reasonable fees 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.

Selection of Reviewing Party. If there has not been a Change in Control, the Indemnitee shall make a claim for indemnification, advancement of expenses or other benefits hereunder, a majority of the disinterested members of the Board of Directors of the Company shall appoint a Reviewing Party to determine shall be selected by the rights of Indemnitee and obligations of the Company hereunder, under the Company’s Certificate of Incorporation and Bylaws, any other applicable agreements and applicable law; provided, however, that if Board. If there has been a Change in Control or if there are no disinterested members of the Board of Directors of the CompanyControl, the Reviewing Party shall be independent legal counsel Independent Legal Counsel selected by the disinterested members of the Board of Directors of the Company (or if there shall be no disinterested directors, by the General Counsel of the Company, if there is a disinterested General Counsel, and if not, then by the most senior disinterested officer of the Company) Indemnitee and approved by the Indemnitee if the Indemnitee Company (which approval shall so requestnot be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and the Indemnitee as to whether and to what extent the Indemnitee would be entitled to be indemnified hereunder under applicable law and the Company shall agrees to abide by such opinion, subject to Section 2(c). The Company shall agrees to pay the reasonable fees of the independent legal counsel 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 Company shall not be required to pay Expenses of more than one Independent Legal Counsel in connection with all matters concerning a single Indemnitee, and, with respect to the same Claim, such Independent Legal Counsel shall be the Independent Legal Counsel for all other Indemnities unless (i) the Company otherwise determines or (ii) any Indemnitee shall provide a written statement setting forth in detail a reasonable objection to such Independent Legal Counsel representing other Indemnities.

Selection of Reviewing Party. If the Indemnitee shall make a claim for indemnification, advancement of expenses or other benefits hereunder, a majority of the disinterested members of the Board of Directors of the Company shall appoint a Reviewing Party to determine the rights of Indemnitee and obligations of the Company hereunder, under the Company’s Certificate of Incorporation and Bylaws, any other applicable agreements and applicable law; provided, however, that if there has been a Change in Control or Parent Transaction or if there are no disinterested members of the Board of Directors of the CompanyDirectors, the Reviewing Party shall be independent legal counsel Independent Legal Counsel selected by the disinterested members of the Board of Directors of the Company (or if there shall be no disinterested directors, by the General Counsel of the Company, if there is a disinterested General Counsel, and if not, then by the most senior disinterested officer of the Company) and approved by the Indemnitee if the Indemnitee shall so request. Such counsel, among other things, shall render its written opinion to the Company and the Indemnitee as to whether and to what extent the Indemnitee would be entitled to be indemnified hereunder under applicable law and the Company shall agrees to abide by such opinion. The Company shall agrees to pay the reasonable fees of the independent legal counsel 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.

Selection of Reviewing Party. If the Indemnitee shall make a claim for indemnification, advancement of expenses or other benefits hereunder, a majority of the disinterested members of the Board of Directors of the Company shall appoint a Reviewing Party to determine the rights of Indemnitee and obligations of the Company hereunder, under the Company’s Certificate of Incorporation and Bylaws, any other applicable agreements and applicable law; provided, however, that if there has been a Change in Control or if there are no disinterested members of the Board of Directors of the CompanyDirectors, the Reviewing Party shall be independent legal counsel Independent Legal Counsel selected by the disinterested members of the Board of Directors of the Company (or if there shall be no disinterested directors, by the General Counsel of the Company, if there is a disinterested General Counsel, and if not, then by the most senior disinterested officer of the Company) and approved by the Indemnitee if the Indemnitee shall so request. Such counsel, among other things, shall render its written opinion to the Company and the Indemnitee as to whether and to what extent the Indemnitee would be entitled to be indemnified hereunder under applicable law and the Company shall agrees to abide by such opinion. The Company shall agrees to pay the reasonable fees of the independent legal counsel 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.