Common use of Selection of Reviewing Party Clause in Contracts

Selection of Reviewing Party. The Reviewing Party with respect to all matters arising concerning Indemnitee’s indemnification, exoneration or hold harmless rights for Expenses under this Agreement or any other agreement or under the Company’s Certificate of Incorporation or bylaws as now or hereafter in effect, or under any other applicable law, if requested by Indemnitee, shall be Independent Legal Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). If not so requested by Indemnitee, the Reviewing Party with respect to such matters shall be selected by the Board of Directors. Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent Indemnitee would be entitled to be indemnified, exonerated or held harmless hereunder under applicable law and the Company agrees to abide by such opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify, exonerate and hold harmless 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 such Independent Legal Counsel shall be the Independent Legal Counsel for any or all other Indemnitees 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 Indemnitees.

Selection of Reviewing Party. The If there has not been a Change in Control, the Reviewing Party with respect to all matters arising concerning Indemnitee’s indemnificationshall be selected by the Board. If there has been a Change in Control, exoneration or hold harmless rights for Expenses under this Agreement or any other agreement or under the Company’s Certificate of Incorporation or bylaws as now or hereafter in effect, or under any other applicable law, if requested by Indemnitee, Reviewing Party shall be Independent Legal Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld), or such other person as the Indemnitee and the Company shall mutually agree upon. If not so requested by Indemnitee, the Reviewing Party with respect to Any such matters shall be selected by the Board of Directors. Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent Indemnitee would be entitled to be indemnified, exonerated or held harmless indemnified hereunder under applicable law and the Company agrees to abide by such opinion, subject to Section 2(c). The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to indemnify fully indemnify, exonerate and hold harmless 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 and, with respect to the same Claim, such Independent Legal Counsel shall be the Independent Legal Counsel for any or all other Indemnitees 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 Indemnitees.

Selection of Reviewing Party. The 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 shall appoint a Reviewing Party with respect to all matters arising concerning Indemnitee’s indemnificationdetermine the rights of Indemnitee and obligations of the Company hereunder, exoneration or hold harmless rights for Expenses under this Agreement or any other agreement or under the Company’s 's Certificate of Incorporation or bylaws as now or hereafter in effectand Bylaws, or under any other applicable agreements and applicable law; provided, however, that if requested by Indemniteethere has been a Change in Control or Parent Transaction or if there are no disinterested members of the Board of Directors, the Reviewing Party shall be Independent Legal Counsel selected by Indemnitee 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 Company (which approval Indemnitee if the Indemnitee shall not be unreasonably withheld). If not so requested by Indemnitee, the Reviewing Party with respect to such matters shall be selected by the Board of Directorsrequest. 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, exonerated or held harmless indemnified hereunder under applicable law and the Company agrees to abide by such opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to indemnify fully indemnify, exonerate and hold harmless 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 such Independent Legal Counsel shall be the Independent Legal Counsel for any or all other Indemnitees 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 Indemnitees.