Common use of Defense of Claim Clause in Contracts

Defense of Claim. In the event that the Company shall be obligated under Section 6 hereof to pay the Expenses of any Proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, or (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of such defense or (C) the Company shall not, in fact, have employed counsel to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company.

Defense of Claim. In the event that the Company shall be obligated under Section 6 hereof to pay the Expenses of any Proceeding against the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel approved by the Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same Proceeding, provided that (i) the Indemnitee shall have the right to employ counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by the Indemnitee has been previously authorized by the Company, or (B) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of such defense or (C) the Company shall not, in fact, have employed counsel to assume the defense of such Proceeding, then the fees and expenses of the Indemnitee’s counsel shall be at the expense of the Company.

Defense of Claim. In the event that the Company shall be obligated under Section SECTION 6 hereof to pay the Expenses of any Proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ her counsel in any such Proceeding at Indemnitee’s 's expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, or (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of such defense or (C) the Company shall not, in fact, have employed counsel to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the Company.

Defense of Claim. In the event that the Company shall be obligated under Section SECTION 6 hereof to pay the Expenses of any Proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ his counsel in any such Proceeding at Indemnitee’s 's expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, or (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of such defense or (C) the Company shall not, in fact, have employed counsel to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the Company.

Defense of Claim. In the event that the Company Corporation shall be obligated under Section 6 5 hereof to pay the Expenses of any Proceeding against Indemnitee, the CompanyCorporation, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the CompanyCorporation, the Company Corporation will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, ; provided that (i) Indemnitee shall have the right to employ his own counsel in any such Proceeding at Indemnitee’s 's expense; , and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the CompanyCorporation, or (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company Corporation and the Indemnitee in the conduct of such defense or (C) the Company Corporation shall not, in fact, have employed counsel to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s 's counsel shall be at paid by the expense of the CompanyCorporation.

Defense of Claim. In the event that the Company Corporation shall be obligated under Section 6 hereof to pay the Expenses of any Proceeding against Indemnitee, the CompanyCorporation, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the CompanyCorporation, the Company Corporation will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ his counsel in any such Proceeding at Indemnitee’s 's expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the CompanyCorporation, or (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company Corporation and the Indemnitee in the conduct of such defense defense, or (C) the Company Corporation shall not, in fact, have employed counsel to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the CompanyCorporation.

Defense of Claim. In the event that the Company Bank shall be obligated under Section 6 hereof 5 to pay the Expenses of any Proceeding against Indemnitee, the CompanyBank, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the CompanyBank, the Company Bank will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) . Indemnitee shall have the right to employ his counsel in any such Proceeding at Indemnitee’s expense; expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the CompanyBank, or (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company Bank and the Indemnitee in the conduct of such defense defense, or (C) the Company Bank shall not, in fact, have employed counsel to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the CompanyBank.

Defense of Claim. In the event that the Company shall be obligated under Section 6 hereof to pay the Expenses of any Proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ counsel in any such Proceeding at Indemnitee’s 's expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, or (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of such defense or (C) the Company shall not, in fact, have employed counsel to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the Company.

Defense of Claim. In the event that the Company shall be obligated under Section 6 5 hereof to pay the Expenses of any Proceeding against Indemniteethe Indemnitee and the Company or any other person entitled to indemnification by the Company is a party to the Proceeding, the Company, if appropriate, Company shall be entitled to assume the defense of such Proceeding, with counsel approved by the Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same Proceeding, provided that (i) the Indemnitee shall have the right to employ his counsel in any such Proceeding at the Indemnitee’s 's expense; and (ii) if (A) the employment of counsel by the Indemnitee has been previously authorized by the Company, or (B) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of such defense or (C) the Company shall not, in fact, have employed counsel to assume the defense of such Proceeding, then the fees and expenses of the Indemnitee’s 's counsel shall be at the expense of the Company.

Defense of Claim. In the event that the Company shall be obligated under Section SECTION 6 hereof to pay the Expenses of any Proceeding against the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel approved by the Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same Proceeding, provided that (i) the Indemnitee shall have the right to employ his counsel in any such Proceeding at the Indemnitee’s expense; and (ii) if (A) the employment of counsel by the Indemnitee has been previously authorized by the Company, or (B) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of such defense or (C) the Company shall not, in fact, have employed counsel to assume the defense of such Proceeding, then the fees and expenses of the Indemnitee’s counsel shall be at the expense of the Company.

Defense of Claim. In the event that the Company shall be obligated under Section 6 hereof 5 to pay the Expenses of any Proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) . Indemnitee shall have the right to employ his counsel in any such Proceeding at Indemnitee’s expense; expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, or (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of such defense defense, or (C) the Company shall not, in fact, have employed counsel to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company.

Defense of Claim. In the event that the Company Corporation shall be obligated under Section 6 5 hereof to pay the Expenses of any Proceeding against Indemnitee, the CompanyCorporation, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the CompanyCorporation, the Company Corporation will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, proceeding; provided that (i) Indemnitee shall have the right to employ his or her own counsel in any such Proceeding at Indemnitee’s expense; 's expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the CompanyCorporation, or (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company Corporation and the Indemnitee in the conduct of such defense or (C) the Company Corporation shall not, in fact, have employed counsel to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s 's counsel shall be at paid by the expense of the CompanyCorporation.

Defense of Claim. In the event that the Company shall be obligated under Section 6 5 hereof to pay the Expenses of any Proceeding against Indemniteethe Indemnitee and the Company or any other person entitled to indemnification by the Company is a party to the Proceeding, the Company, if appropriate, Company shall be entitled to assume the defense of such Proceeding, with counsel approved by the Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same Proceeding, provided that (i) the Indemnitee shall have the right to employ his or her counsel in any such Proceeding at the Indemnitee’s 's expense; and (ii) if (A) the employment of counsel by the Indemnitee has been previously authorized by the Company, or (B) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of such defense or (C) the Company shall not, in fact, have employed counsel to assume the defense of such Proceeding, then the fees and expenses of the Indemnitee’s 's counsel shall be at the expense of the Company.

Defense of Claim. In the event that the Company shall be obligated under Section 6 hereof to pay the Expenses of any Proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee i)Indemnitee shall have the right to employ his counsel in any such Proceeding at Indemnitee’s 's expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, or (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of such defense or (C) the Company shall not, in fact, have employed counsel to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the Company.

Defense of Claim. In the event that the Company shall be obligated under Section 6 5 hereof to pay the Expenses of any Proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that that: (i) Indemnitee shall have the right to employ his counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, or (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of such defense or (C) the Company shall not, in fact, have employed counsel to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company.

Defense of Claim. In the event that With respect to any such Proceeding as to which Indemnitee notifies the Company shall be obligated under Section 6 hereof to pay of the Expenses of any Proceeding against Indemniteecommencement thereof, the Company may participate therein at its own expense or the Company, if appropriatejointly with any other indemnifying party similarly notified, shall be entitled may assume the defense thereof, with counsel satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election so to assume the defense of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Companythereof, the Company will shall not be liable to Indemnitee under this Agreement for any fees legal or other Expenses (other than reasonable costs of counsel investigation) subsequently incurred by Indemnitee in connection with respect to the same Proceeding, provided that defense thereof unless (i) Indemnitee shall have the right to employ counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the CompanyCompany in writing, or (Bii) Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company (or any other person or persons included in the joint defense) and the Indemnitee in the conduct of the defense of such defense action, or (Ciii) the Company shall not, in fact, have employed counsel to assume the defense of such Proceedingaction, then in each of which cases the fees and expenses of Indemnitee’s counsel shall be at the expense Company’s expense. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the CompanyCompany or as to which Indemnitee shall have reasonably made the conclusion provided for in clause (ii) of this Section 7.2.

Defense of Claim. In the event that the Company Corporation shall be obligated under Section 6 5 hereof to pay the any Expenses of any Proceeding against Indemnitee, the CompanyCorporation, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the CompanyCorporation, the Company Corporation will not be liable to Indemnitee Indem-xxxxx under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ his or her counsel in any such Proceeding Proceeding, at Indemnitee’s 's expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the CompanyCorporation, or (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company Corporation and the Indemnitee in the conduct of such defense or (C) the Company Corporation shall not, in fact, have employed counsel to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the CompanyCorporation.

Defense of Claim. In the event that the Company Corporation shall be obligated under Section 6 5 hereof to pay the Expenses of any Proceeding against Indemnitee, the CompanyCorporation, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the CompanyCorporation, the Company Corporation will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, ; provided that (i) Indemnitee shall have the right to employ his own counsel in any such Proceeding at Indemnitee’s expense; , and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the CompanyCorporation, or (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company Corporation and the Indemnitee in the conduct of such defense or (C) the Company Corporation shall not, in fact, have employed counsel to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at paid by the expense of the CompanyCorporation.

Defense of Claim. In the event that the Company Corporation shall be obligated ---------------- under Section 6 5 hereof to pay the Expenses of any Proceeding against Indemnitee, the CompanyCorporation, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the CompanyCorporation, the Company Corporation will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding; provided, provided however, that (i) Indemnitee shall have the right to employ his own counsel in any such Proceeding at Indemnitee’s 's expense; , and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the CompanyCorporation, or (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company Corporation and the Indemnitee in the conduct of such defense or (C) the Company Corporation shall not, in fact, have employed counsel to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s 's counsel shall be at paid by the expense of the CompanyCorporation.

Defense of Claim. In the event that the Company Corporation shall be ---------------- obligated under Section 6 hereof to pay the any Expenses of any Proceeding against Indemnitee, the CompanyCorporation, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the CompanyCorporation, the Company Corporation will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ his or her counsel in any such Proceeding Proceeding, at Indemnitee’s 's expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the CompanyCorporation, or (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company Corporation and the Indemnitee in the conduct of such defense or (C) the Company Corporation shall not, in fact, have employed counsel to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the CompanyCorporation.

Defense of Claim. In the event that the Company Corporation shall be obligated ---------------- under Section 6 5 hereof to pay the Expenses of any Proceeding against Indemnitee, the CompanyCorporation, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the CompanyCorporation, the Company Corporation will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, ; provided that (i) Indemnitee shall have the right to employ his own counsel in any such Proceeding at Indemnitee’s 's expense; , and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the CompanyCorporation, or (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company Corporation and the Indemnitee in the conduct of such defense or (C) the Company Corporation shall not, in fact, have employed counsel to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s 's counsel shall be at paid by the expense of the CompanyCorporation.

Defense of Claim. In the event that the Company Corporation shall be ---------------- obligated under Section 6 5 hereof to pay the Expenses of any Proceeding against Indemnitee, the CompanyCorporation, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the CompanyCorporation, the Company Corporation will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, ; provided that (i) Indemnitee shall have the right to employ his own counsel in any such Proceeding at Indemnitee’s 's expense; , and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the CompanyCorporation, or (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company Corporation and the Indemnitee in the conduct of such defense or (C) the Company Corporation shall not, in fact, have employed counsel to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s 's counsel shall be at paid by the expense of the CompanyCorporation.

Defense of Claim. In the event that the Company Corporation shall be obligated under Section 6 hereof to pay the Expenses of any Proceeding against Indemnitee, the CompanyCorporation, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the CompanyCorporation, the Company Corporation will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ his counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (Aa) the employment of counsel by Indemnitee has been previously authorized by the CompanyCorporation, or (Bb) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company Corporation and the Indemnitee in the conduct of such defense or (Cc) the Company Corporation shall not, in fact, have employed counsel to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the Company.Corporation. ​ ​ ​

Defense of Claim. In the event that the Company Corporation shall be obligated under Section 6 5 hereof to pay the any Expenses of any Proceeding against Indemnitee, the CompanyCorporation, if appropriate, shall be entitled to assume the defense of such Proceeding, Proceeding with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the CompanyCorporation, the Company Corporation will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ his or her counsel in any such Proceeding Proceeding, at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the CompanyCorporation, or (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company Corporation and the Indemnitee in the conduct of such defense or (C) the Company Corporation shall not, in fact, have employed counsel to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the CompanyCorporation.

Defense of Claim. In the event that the Company Corporation shall be obligated under Section 6 5 hereof to pay the any Expenses of any Proceeding against Indemnitee, the CompanyCorporation, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the CompanyCorporation, the Company Corporation will not be liable to Indemnitee Indem­nitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ his or her counsel in any such Proceeding Proceeding, at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the CompanyCorporation, or (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company Corporation and the Indemnitee in the conduct of such defense or (C) the Company Corporation shall not, in fact, have employed counsel to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the CompanyCorporation.

Defense of Claim. In the event that With respect to any such Proceeding as to which Indemnitee notifies the Company shall be obligated under Section 6 hereof to pay of the Expenses of any Proceeding against Indemniteecommencement thereof, the Company may participate therein at its own expense or the Company, if appropriatejointly with any other indemnifying party similarly notified, shall be entitled may assume the defense thereof, with counsel satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election so to assume the defense of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Companythereof, the Company will shall not be liable to Indemnitee under this Agreement for any fees legal or other Expenses (other than reasonable costs of counsel investigation) subsequently incurred by Indemnitee in connection with respect to the same Proceeding, provided that defense thereof unless (i) Indemnitee shall have the right to employ counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, or (Bii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company (or any other person or persons included in the joint defense) and the Indemnitee in the conduct of the defense of such defense action, or (Ciii) the Company shall not, in fact, have employed counsel to assume the defense of such Proceedingaction, then in each of which cases the fees and expenses of Indemnitee’s counsel shall be at the expense Company’s expense. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the CompanyCompany or as to which Indemnitee shall have reasonably made the conclusion provided for in clause (ii) of this Section 7.2.

Defense of Claim. In the event that the Company shall be obligated under Section 6 hereof to pay the Expenses of any Proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ his counsel in any such Proceeding at Indemnitee’s 's expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, or (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of such defense or (C) the Company 7 shall not, in fact, have employed counsel to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the Company.

Defense of Claim. In the event that the Company shall be obligated under Section SECTION 6 hereof to pay the Expenses of any Proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ her counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, or (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of such defense or (C) the Company shall not, in fact, have employed counsel to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company.

Defense of Claim. In the event that the Company Corporation shall be obligated under Section 6 5 hereof to pay the any Expenses of any Proceeding against any Indemnitee, the CompanyCorporation, if appropriate, shall be entitled to assume the defense of such Proceeding, Proceeding with counsel approved by such Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to such Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by such Indemnitee and the retention of such counsel by the CompanyCorporation, the Company Corporation will not be liable to such Indemnitee under this Agreement for any fees of counsel subsequently incurred by such Indemnitee with respect to the same Proceeding, provided that (i) each Indemnitee shall have the right to employ his, her or its counsel in any such Proceeding Proceeding, at such Indemnitee’s expense; and (ii) if (A) the employment of counsel by any Indemnitee has been previously authorized by the CompanyCorporation, or (B) any Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company Corporation and the such Indemnitee in the conduct of such defense or (C) the Company Corporation shall not, in fact, have employed counsel to assume the defense of such Proceeding, then the fees and expenses of such Indemnitee’s counsel shall be at the expense of the CompanyCorporation.

Defense of Claim. In the event that the Company Corporation shall be obligated under Section 6 hereof to pay the Expenses of any Proceeding against Indemnitee, the CompanyCorporation, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the CompanyCorporation, the Company Corporation will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ his counsel in any such Proceeding at Indemnitee’s 's expense; and (ii) if (Aa) the employment of counsel by Indemnitee has been previously authorized by the CompanyCorporation, or (Bb) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company Corporation and the Indemnitee in the conduct of such defense or (Cc) the Company Corporation shall not, in fact, have employed counsel to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s 's counsel shall be at the expense of the CompanyCorporation.

Defense of Claim. In the event that the Company Corporation shall be obligated under Section 6 5 hereof to pay the Expenses of any Proceeding against Indemnitee, the CompanyCorporation, if appropriate, shall be entitled to assume the defense of such Proceeding, with the Corporation's counsel or such other counsel as may be approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the CompanyCorporation, the Company Corporation will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, ; provided that (i) Indemnitee shall have the right to employ Indemnitee's own counsel in any such Proceeding at Indemnitee’s 's expense; , and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the CompanyCorporation, or (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company Corporation and the Indemnitee in the conduct of such defense or (C) the Company Corporation shall not, in fact, have employed counsel to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s 's counsel shall be at paid by the expense of the CompanyCorporation.

Defense of Claim. In the event that the Company shall be obligated under Section 6 hereof to pay the Expenses of any Proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided except that (i) Indemnitee shall have the right to employ consult with legal counsel in or other professional or advisors regarding any Proceeding, and the fees and expenses of such Proceeding at Indemnitee’s expenseconsultation shall be paid by the Company; and or (ii) if (A) in the employment of counsel by Indemnitee has been previously authorized by the Company, or (B) event that Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of such defense defense, Indemnitee shall have the right to employ counsel in any such Proceeding, and the fees and expenses of Indemnitee’s counsel shall be paid by the Company; or (Ciii) in the event that the Company shall not, in fact, have employed counsel to assume the defense of such Proceeding, then or fails to maintain counsel to assume the defense of such Proceeding, Indemnitee shall have the right to employ counsel in any such Proceeding, and the the fees and expenses of Indemnitee’s counsel shall be at the expense of paid by the Company.

Defense of Claim. In the event that the Company Corporation shall be obligated under Section 6 5 hereof to pay the any Expenses of any Proceeding against Indemnitee, the CompanyCorporation, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the CompanyCorporation, the Company Corporation will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ his or her counsel in any such Proceeding Proceeding, at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the CompanyCorporation, or (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company Corporation and the Indemnitee in the conduct of such defense or (C) the Company Corporation shall not, in fact, have employed counsel to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the CompanyCorporation.