Common use of Defense of Claims Clause in Contracts

Defense of Claims. The Company will be entitled to participate, at its own expense, in any Proceeding of which it has notice. The Company jointly with any other indemnifying party similarly notified of any Proceeding will be entitled to assume the defense of the Indemnitee therein, with counsel reasonably satisfactory to the Indemnitee; provided, however, that the Company shall not be entitled to assume the defense of the Indemnitee in any Proceeding if there has been a Change in Control or if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee with respect to such Proceeding. The Company will not be liable to the Indemnitee under this Agreement for any Expenses incurred by the Indemnitee in connection with the defense of any Proceeding, other than reasonable costs of investigation or as otherwise provided below, after notice from the Company to the Indemnitee of its election to assume the defense of the Indemnitee therein. The Indemnitee shall have the right to employ his own counsel in any such Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Company; (ii) the Indemnitee shall have reasonably concluded that counsel employed by the Company may not adequately represent the Indemnitee and shall have so informed the Company; or (iii) the Company shall not in fact have employed counsel to assume the defense of the Indemnitee in such Proceeding, such counsel shall not in fact have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence. In each such case the fees and expenses of the Indemnitee’s counsel shall be advanced by the Company in accordance with this Agreement.

Defense of Claims. The Company will be entitled to participate, participate in the Proceeding at its own expense. Upon the delivery of written notice by the Company to Indemnitee, in any Proceeding of which it has notice. The the Company jointly with any other indemnifying party similarly notified of any Proceeding will shall be entitled to assume the defense of the Indemnitee therein, any Proceeding with counsel reasonably satisfactory consented to the Indemnitee; providedby Indemnitee (such consent not to be unreasonably withheld), however, that except for such Proceeding brought by the Company shall not be entitled or as to assume the defense of the Indemnitee in any Proceeding if there has been a Change in Control or if which the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee. After delivery of such notice, consent to 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 or expenses of counsel subsequently incurred by Indemnitee with respect to such Proceeding. The Company will not be liable to the Indemnitee under this Agreement for any Expenses incurred by the Indemnitee in connection with the defense of any Proceeding, other than reasonable costs of investigation or as otherwise ; provided below, after notice from the Company to the Indemnitee of its election to assume the defense of the Indemnitee therein. The that (i) Indemnitee shall have the right to employ his own separate counsel in respect of any such Proceeding, but the fees Proceeding at Indemnitee’s expense and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (iii) if (A) the employment of counsel by the Indemnitee has been previously authorized in writing by the Company; Company or (iiB) the Indemnitee shall have reasonably concluded upon the advice of counsel that counsel employed by there is a conflict of interest between the Company may not adequately represent and Indemnitee in the Indemnitee and shall have so informed the Company; or (iii) the Company shall not in fact have employed counsel to assume conduct of the defense of the Indemnitee in such Proceeding, such counsel shall not then in fact have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence. In each such case the fees and expenses of the Indemnitee’s counsel shall be advanced by at the Company’s expense. Neither party to this Agreement shall settle any Proceeding in any manner that would impose any Expense, judgment, fine, damages, penalty or limitation on Indemnitee without the other party’s written consent. Neither the Company in accordance with this Agreementnor Indemnitee shall unreasonably withhold its consent to any proposed settlement.

Defense of Claims. The Company will be entitled to participate, at its own expense, in any Proceeding of which it has notice. The Company jointly with any other indemnifying party similarly notified of any Proceeding will be entitled to assume the defense of the Indemnitee therein, with counsel reasonably satisfactory to the Indemnitee; provided, however, that the Company shall not be entitled to assume the defense of the Indemnitee in any Proceeding if there has been a Change in Control or if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee with respect to such Proceeding. The Company will not be liable to the Indemnitee under this Agreement for any Expenses incurred by the Indemnitee in connection with the defense of any Proceeding, other than reasonable costs of investigation or as otherwise provided below, after notice from the Company to the Indemnitee of its election to assume the defense of the Indemnitee therein. The Indemnitee shall have the right to employ his own counsel in any such Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Company; (ii) the Indemnitee shall have reasonably concluded that counsel employed by the Company may not adequately represent the Indemnitee and shall have so informed the Company; or (iii) the Company shall not in fact have employed counsel to assume the defense of the Indemnitee in such Proceeding, Proceeding or such counsel shall not not, in fact fact, have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence. In ; and in each such case the fees and expenses of the Indemnitee’s 's counsel shall be advanced by the Company in accordance with this Agreement.

Defense of Claims. The Company will be entitled to participate, participate in the Proceeding at its own expense, in any Proceeding of which it has notice. The Company jointly with any other indemnifying party similarly notified of any Proceeding will shall be entitled to assume the defense of the Indemnitee therein, any Proceeding with counsel reasonably satisfactory consented to by Indemnitee (such consent not to be unreasonably withheld) upon the Indemnitee; provided, however, that delivery by the Company shall to Indemnitee of written notice of the Company’s election to do so. After delivery of such notice, consent to such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be entitled liable to assume Indemnitee under this Agreement for any fees or expenses of counsel subsequently incurred by Indemnitee with respect to such Proceeding; provided that (i) Indemnitee shall have the defense right to employ separate counsel in respect of the Indemnitee in any Proceeding at Indemnitee’s expense and (ii) if there (A) the employment of counsel by Indemnitee has been a Change previously authorized in Control writing by the Company or if the (B) Indemnitee has shall have reasonably concluded upon the advice of counsel that there may be is a conflict of interest between the Company and the Indemnitee with respect to such Proceeding. The Company will not be liable to the Indemnitee under this Agreement for any Expenses incurred by the Indemnitee in connection with the conduct of the defense of any Proceeding, other than reasonable costs of investigation or as otherwise provided below, after notice from the Company to the Indemnitee of its election to assume the defense of the Indemnitee therein. The Indemnitee shall have the right to employ his own counsel in any such Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Company; (ii) the Indemnitee shall have reasonably concluded that counsel employed by the Company may not adequately represent the Indemnitee and shall have so informed the Company; or (iii) the Company shall not then in fact have employed counsel to assume the defense of the Indemnitee in such Proceeding, such counsel shall not in fact have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence. In each such case the fees and expenses of the Indemnitee’s counsel shall be advanced by at the Company’s expense. The Company shall not settle any action, claim or Proceeding (in whole or in part) which would impose any Expense, judgment, fine, penalty or limitation on Indemnitee without Indemnitee’s prior written consent, such consent not to be unreasonably withheld. Indemnitee shall not settle any action, claim or Proceeding (in whole or in part) which would impose any Expense, judgment, fine, penalty or limitation on the Company in accordance with this Agreementwithout the Company’s prior written consent, such consent not to be unreasonably withheld.

Defense of Claims. The Company will be entitled to participateparticipate in the defense (including, at its own expensewithout limitation, the negotiation and approval of any settlement) of any Claim in any Proceeding respect of which it has notice. The Indemnitee may seek indemnification from the Company jointly with any other indemnifying party similarly notified of any Proceeding will be entitled hereunder, or to assume the defense of the Indemnitee thereinthereof, with counsel reasonably satisfactory to the Indemnitee; provided, however, provided that in the event that (i) the use of counsel chosen by the Company shall not be entitled to assume represent Indemnitee would present such counsel with an actual or potential conflict, (ii) the defense of the Indemnitee named parties in any Proceeding if there has been a Change in Control or if such Claim (including any impleaded parties) include both the Company and Indemnitee has reasonably concluded and Indemnitee shall conclude that there may be a conflict of interest between one or more legal defenses available to him or her that are different from or in addition to those available to the Company, or (iii) any such representation by the Company and would be precluded under the applicable standards of professional conduct then prevailing, then Indemnitee with will be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect to such Proceedingof any particular Claim) at the Company's expense. The Notwithstanding the preceding sentence, in any event the Company will not shall be liable to the Indemnitee under this Agreement for any Expenses incurred by the Indemnitee in connection with reasonable costs of investigation and preparation for the defense of any ProceedingClaim (including, other than without limitation, appearing as a witness and reasonable costs of investigation or as otherwise provided below, after notice from the Company to the Indemnitee of its election to assume the defense of the Indemnitee therein. The Indemnitee shall have the right to employ his own counsel in any such Proceeding, but the fees and expenses of such counsel incurred after notice from in connection therewith). The Company will not, without the Company of its assumption prior written consent of the defense thereof shall be at Indemnitee, effect any settlement of any threatened or pending Claim that the expense Indemnitee is or could have been a party to unless such settlement solely involves the payment of money and includes an unconditional release of the Indemnitee unless (i) from all liability on any claims that are the employment subject matter of counsel by the Indemnitee has been authorized by the Company; (ii) the Indemnitee shall have reasonably concluded that counsel employed by the Company may not adequately represent the Indemnitee and shall have so informed the Company; or (iii) the Company shall not in fact have employed counsel to assume the defense of the Indemnitee in such Proceeding, such counsel shall not in fact have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence. In each such case the fees and expenses of the Indemnitee’s counsel shall be advanced by the Company in accordance with this AgreementClaim.

Defense of Claims. The Company will be entitled to participate, at its own expense, in any Proceeding of which it has notice. The Company jointly with any other indemnifying party similarly notified of any Proceeding will be entitled to assume the defense of the Indemnitee therein, with counsel reasonably satisfactory to the Indemnitee; provided, however, that the Company shall not be entitled to assume the defense of the Indemnitee in any Proceeding if there has been a Change in Control or if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee with respect to such Proceeding. The Company will not be liable to the Indemnitee under this Agreement for any Expenses incurred by the Indemnitee in connection with the defense of any Proceeding, other than reasonable costs of investigation or as otherwise provided below, after notice from the Company to the Indemnitee of its election to assume the defense of the Indemnitee therein. The Indemnitee shall have the right to employ his own counsel in any such Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Company; (ii) the Indemnitee shall have reasonably concluded that counsel employed by the Company may not adequately represent the Indemnitee and shall have so informed the Company; or (iii) the Company shall not in fact have employed counsel to assume the defense of the Indemnitee in such Proceeding, Proceeding or such counsel shall not not, in fact fact, have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence. In ; and in each such case the fees and expenses of the Indemnitee’s counsel shall be advanced by the Company in accordance with this Agreement.

Defense of Claims. The Company will be entitled to participate, at its own expense, in any Proceeding of which it has notice. The Company jointly with any other indemnifying party similarly notified of any Proceeding will be entitled to assume the defense of the Indemnitee therein, with counsel reasonably satisfactory to the Indemnitee; provided, however, that the Company shall not be entitled to assume the defense of the Indemnitee in any Proceeding if there has been a Change in Control or if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee with respect to such Proceeding. The Company will not be liable to the Indemnitee under this Agreement for any Expenses incurred by the Indemnitee in connection with the defense of any Proceeding, other than reasonable costs of investigation or as otherwise provided below, after notice from the Company to the Indemnitee of its election to assume the defense of the Indemnitee therein. The Indemnitee shall have the right to employ his own counsel in any such Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Company; (ii) the Indemnitee shall have reasonably concluded that counsel employed by the Company may not adequately represent the Indemnitee and shall have so informed the Company; or (iii) the Company shall not in fact have employed counsel to assume the defense of the Indemnitee in such ProceedingProceeding or the counsel employed by the Company shall not, such counsel shall not in fact fact, have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence. In ; and in each such case the fees and expenses of the Indemnitee’s 's counsel shall be advanced by the Company in accordance with this Agreement.

Defense of Claims. (a) The Company will shall be entitled to participate, at its own expense, expense to participate in any Proceeding of which it has notice. The Company jointly with any other indemnifying party similarly notified the defense of any Proceeding will be entitled or to assume the defense of the Indemnitee thereinthereof, with counsel reasonably satisfactory to the Indemnitee, by providing written notice to Indemnitee of its election to do so; provided, however, that if Indemnitee believes, after consultation with counsel selected by Indemnitee (which shall be paid for by the Company), that (i) the use of counsel chosen by the Company shall not be entitled to assume represent Indemnitee would present such counsel with an actual or potential conflict of interest, (ii) the defense of the Indemnitee named parties in any Proceeding if there has been a Change in Control or if such claim (including any impleaded parties) include both the Company and Indemnitee, and Indemnitee has reasonably concluded concludes that there may be a conflict one or more legal defenses available to him or her that are different from or in addition to those available to the Company, or (iii) any such representation by such counsel would be precluded under the applicable standards of interest between professional conduct then prevailing, then Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Proceeding) at the Company’s expense. Furthermore, if the Company and the Indemnitee with respect has elected to such Proceeding. The Company will not be liable to the Indemnitee under this Agreement for any Expenses incurred by the Indemnitee assume or participate in connection with the defense of any ProceedingProceeding but shall not, other than reasonable costs of investigation or as otherwise provided belowin fact, after notice from the Company have retained a law firm to the Indemnitee of its election to assume prosecute the defense of the Indemnitee therein. The such Proceeding within 30 days, then Indemnitee shall have the right be entitled to employ his own retain counsel (provided, however, Indemnitee shall not retain more than one law firm plus, if applicable, local counsel in respect of any such particular Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be ) at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Company; (ii) the Indemnitee shall have reasonably concluded ’s expense, provided that counsel employed by the Company may not adequately represent the Indemnitee and shall have so informed the Company; or (iii) the Company shall not in fact have employed counsel to assume the defense of the Indemnitee in such Proceeding, replace such counsel shall not in fact have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence. In each such case the fees and expenses of the Indemnitee’s counsel shall be advanced by the Company in accordance with the first sentence of this AgreementSection 8(a).

Defense of Claims. The Company will be entitled to participate, at its own expense, in any Proceeding of which it has notice. The Company jointly with any other indemnifying party similarly notified of any Proceeding will be entitled to assume the defense of the Indemnitee therein, with counsel reasonably satisfactory to the Indemnitee, upon delivery of written notice to Indemnitee of its election to do so; provided, however, that the Company shall not be entitled to assume the defense of the Indemnitee in any Proceeding if there has been a Change in Control or if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee with respect to such Proceeding. The After notice from the Company to the Indemnitee of its election to assume the defense of the Indemnitee and the retention by the Company of counsel reasonably satisfactory to Indemnitee, the Company will not be liable to the Indemnitee under this Agreement for any Expenses incurred thereafter by the Indemnitee in connection with the defense of any Proceeding, other than reasonable costs of investigation or as otherwise provided below. Notwithstanding the foregoing, after notice from the Company to the Indemnitee of its election to assume the defense of the Indemnitee therein. The Indemnitee shall have the right to employ his own counsel in any such Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless Proceeding if (i) the employment of counsel by the Indemnitee has been authorized by the CompanyCompany or by a majority of the Board; (ii) the Indemnitee shall have reasonably concluded that counsel employed by the Company may not adequately represent the Indemnitee and shall have so informed the Company; or (iii) the Company shall not in fact have employed counsel to assume the defense of the Indemnitee in such ProceedingProceeding or the counsel employed by the Company shall not, such counsel shall not in fact fact, have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence. In ; and in each such case the fees and expenses of the Indemnitee’s counsel shall be an Expense under this Agreement and shall therefore be advanced by the Company in accordance with this Agreement. If Indemnitee employs his own counsel pursuant to the prior sentence, Indemnitee shall use good faith efforts to utilize the same counsel as other similarly situated officers and directors of the Company who have similar interests and defenses in a Proceeding unless the Indemnitee shall have reasonably concluded that counsel employed by other officers and directors may not adequately represent the Indemnitee.

Defense of Claims. The Company will be entitled to participate, at its own expensethe expense of the Company, in any Proceeding of which it the Company has notice. The Company jointly with any other indemnifying party similarly notified of any Proceeding will be entitled to assume the defense of the Indemnitee therein, with counsel reasonably satisfactory to the Indemnitee; provided, however, that the Company shall not be entitled to assume the defense of the Indemnitee in any Proceeding if there has been a Change in Control or if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee with respect to such Proceeding. The Company will not be liable to the Indemnitee under this Agreement for any Expenses incurred by the Indemnitee in connection with the defense of any Proceeding, other than reasonable costs of investigation or as otherwise provided below, after notice from the Company to the Indemnitee of its election to assume the defense of the Indemnitee therein. The Indemnitee shall have the right to employ his or her own counsel in any such Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Company; (ii) the Indemnitee shall have reasonably concluded that counsel employed by the Company may not adequately represent the Indemnitee and shall have so informed the Company; or (iii) the Company shall not in fact have employed counsel to assume the defense of the Indemnitee in such Proceeding, Proceeding or such counsel shall not not, in fact fact, have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence. In ; and in each such case the fees and expenses of the Indemnitee’s 's counsel shall be advanced by the Company in accordance with this AgreementCompany.

Defense of Claims. The Company will shall be entitled to participate, at its own expense, participate in any Proceeding of which it has notice. The Company jointly with any other indemnifying party similarly notified the defense of any Proceeding will be entitled Claim relating to an Indemnifiable Event or to assume the defense of the Indemnitee thereinthereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Indemnitee; providedCompany to Indemnitee of its election to assume the defense of any such Claim, however, that the Company shall not be entitled to assume the defense of the Indemnitee in any Proceeding if there has been a Change in Control or if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee with respect to such Proceeding. The Company will not be liable to the Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by the Indemnitee in connection with the Indemnitee’s defense of any Proceeding, such Claim other than reasonable costs of investigation or as otherwise provided below, after notice from the Company to the Indemnitee of its election to assume the defense of the Indemnitee therein. The Indemnitee shall have the right to employ his its own legal counsel in any such ProceedingClaim, but the fees and expenses of all Expenses related to such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee’s own expense; provided that, if Indemnitee unless reasonably believes, after consultation with counsel selected by Indemnitee, that (i) the employment use of counsel chosen by the Company to represent Indemnitee has been authorized by the Company; would present such counsel with an actual or potential conflict of interest, (ii) the named parties in any such Claim (including any impleaded parties) include both the Company, or any subsidiary of the Company, and Indemnitee, and Indemnitee shall have reasonably concluded concludes that counsel employed by there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company may not adequately represent the Indemnitee and shall have so informed or any subsidiary of the Company; , or (iii) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Claim or series of related Claims) at the Company’s expense. The Company shall not be liable to Indemnitee under this Agreement for any amounts paid in fact settlement of any Claim relating to an Indemnifiable Event effected without the Company’s prior written consent. The Company shall not, without the prior written consent of Indemnitee, effect any settlement of any Claim relating to an Indemnifiable Event which Indemnitee is or could have employed counsel been a party unless such settlement involves solely the payment of money and includes a complete and unconditional release of Indemnitee from all liability on all claims that are the subject matter of such Claim. Neither the Company nor Indemnitee shall unreasonably withhold, condition or delay its or his or her consent to assume the defense any proposed settlement; provided that Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee in such Proceeding, such counsel shall not in fact have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligenceIndemnitee. In each such case the fees and expenses of the Indemnitee’s counsel no event shall Indemnitee be advanced by the Company in accordance with this Agreementrequired to waive, prejudice or limit attorney-client privilege or work-product protection or other applicable privilege or protection.

Defense of Claims. The Company Corporation will be entitled to participate, participate at its own expense, expense in any Proceeding of which it has notice. The Company Corporation, jointly with any other indemnifying party similarly notified of any Proceeding Proceeding, will be entitled to assume the defense of the Indemnitee therein, with counsel reasonably satisfactory to the such Indemnitee; provided, however, that the Company prior -------- ------- written consent of Indemnitee shall not be entitled required for the Corporation to assume the defense of the Indemnitee in any a Proceeding (i) if there has been a Change in Control in the Corporation, or (ii) if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company Corporation and the such Indemnitee, or between one Indemnitee and another, with respect to any Proceeding and has provided written notice thereof to the Corporation. After receipt of written notice from the Corporation to Indemnitee of the Corporation's election to assume the defense of such Proceeding. The Company Indemnitee in any Proceeding (including pending such Indemnitee's written consent to such assumption), the Corporation will not be liable to the such Indemnitee under this Agreement for any Expenses subsequently incurred by the such Indemnitee in connection with the defense of any Proceedingthereof, other than reasonable costs of investigation or as otherwise provided below, after notice from the Company to the Indemnitee of its election to assume the defense of the Indemnitee therein. The Indemnitee shall have the right to employ his own counsel in any such Proceeding, but the fees and expenses Expenses of such counsel incurred after receipt of written notice from the Company Corporation of its assumption of the defense thereof shall be at the expense of the such Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Company; (ii) the Indemnitee shall have reasonably concluded that counsel employed by the Company may not adequately represent the Indemnitee and shall have so informed the Company; or (iii) the Company shall not in fact have employed counsel to assume the defense of the Indemnitee in such Proceeding, such counsel shall not in fact have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence. In each such case the fees and expenses of the Indemnitee’s counsel shall be advanced by the Company in accordance with this Agreement.unless:

Defense of Claims. The Company Corporation will be entitled to participate, participate at its own expense, expense in any Proceeding of which it has notice. The Company Corporation, jointly with any other indemnifying party similarly notified of any Proceeding Proceeding, will be entitled to assume the defense of the Indemnitee therein, with counsel reasonably satisfactory to the such Indemnitee; provided, however, that the Company prior written consent of Indemnitee shall not be entitled required for the Corporation to assume the defense of the Indemnitee in any a Proceeding (i) if there has been a Change in Control in the Corporation, or (ii) if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company Corporation and the such Indemnitee, or between one Indemnitee and another, with respect to any Proceeding and has provided written notice thereof to the Corporation. After receipt of written notice from the Corporation to Indemnitee of the Corporation's election to assume the defense of such Proceeding. The Company Indemnitee in any Proceeding (including pending such Indemnitee's written consent to such assumption), the Corporation will not be liable to the such Indemnitee under this Agreement for any Expenses subsequently incurred by the such Indemnitee in connection with the defense of any Proceedingthereof, other than reasonable costs of investigation or as otherwise provided below, after notice from the Company to the Indemnitee of its election to assume the defense of the Indemnitee therein. The Indemnitee shall have the right to employ his own counsel in any such Proceeding, but the fees and expenses Expenses of such counsel incurred after receipt of written notice from the Company Corporation of its assumption of the defense thereof shall be at the expense of the such Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Company; (ii) the Indemnitee shall have reasonably concluded that counsel employed by the Company may not adequately represent the Indemnitee and shall have so informed the Company; or (iii) the Company shall not in fact have employed counsel to assume the defense of the Indemnitee in such Proceeding, such counsel shall not in fact have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence. In each such case the fees and expenses of the Indemnitee’s counsel shall be advanced by the Company in accordance with this Agreement.unless:

Defense of Claims. The Company will shall be entitled to participate, participate in the defense of any Claim relating to an Indemnifiable Event at its own expenseexpense and, in any Proceeding except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee (the consent to which shall not be unreasonably withheld by Indemnitee). After notice from the Company to Indemnitee of which it has notice. The Company jointly with any other indemnifying party similarly notified of any Proceeding will be entitled its election to assume the defense of the Indemnitee thereinany such Claim, with counsel reasonably satisfactory to the Indemnitee; provided, however, that the Company shall not be entitled to assume the defense of the Indemnitee in any Proceeding if there has been a Change in Control or if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee with respect to such Proceeding. The Company will not be liable to the Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by the Indemnitee in connection with the Indemnitee’s defense of any Proceeding, such Claim other than reasonable costs of investigation or as otherwise provided below, after notice from the Company to the Indemnitee of its election to assume the defense of the Indemnitee therein. The Indemnitee shall have the right to employ his its own legal counsel in any such ProceedingClaim, but the fees and expenses of all Expenses related to such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless Indemnitee’s own expense; provided, however, that if (i) the Indemnitee’s employment of its own legal counsel by the Indemnitee has been authorized by the Company; , (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Indemnitee shall have reasonably concluded that Company in the defense of such Claim, (iii) after a Change in Control, Indemnitee’s employment of its own counsel employed has been approved by the Company may not adequately represent the Indemnitee and shall have so informed the Company; Independent Counsel or (iiiiv) the Company shall not in fact have employed counsel to assume the defense of the such Claim, then Indemnitee shall be entitled to retain its own separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any such Proceeding, Claim) and all Expenses related to such counsel shall not in fact have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence. In each such case the fees and expenses of the Indemnitee’s separate counsel shall be advanced borne by the Company in accordance with this AgreementCompany.

Defense of Claims. The Company will shall be entitled to participate, participate in the defense of any Indemnifiable Claim at its own expenseexpense and, in any Proceeding except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of which it has notice. The Company jointly with any other indemnifying party similarly notified of any Proceeding will be entitled its election to assume the defense of the Indemnitee thereinany Indemnifiable Claim, with counsel reasonably satisfactory to the Indemnitee; provided, however, that the Company shall not be entitled to assume the defense of the Indemnitee in any Proceeding if there has been a Change in Control or if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee with respect to such Proceeding. The Company will not be liable to the Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by the Indemnitee in connection with the Indemnitee’s defense of any Proceeding, such Indemnifiable Claim other than reasonable costs of investigation or as otherwise provided below, after notice from the Company to the Indemnitee of its election to assume the defense of the Indemnitee therein. The Indemnitee shall have the right to employ his [his/her] own legal counsel in any such ProceedingIndemnifiable Claim, but the fees and expenses of all Expenses related to such counsel incurred after notice from the Company of its is assumption of the defense thereof shall be at the expense of the Indemnitee unless Indemnitee’s own expenses; provided, however, that if (i) the Indemnitee’s employment of its own legal counsel by the Indemnitee has been authorized by the Company; , (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Indemnitee shall have reasonably concluded that Company in the defense of such Indemnifiable Claim, (iii) after a Change in Control, Indemnitee’s employment of its counsel employed has been approved by the Independent counsel, (iv) the use of counsel chosen by the Company may not adequately to represent Indemnitee would present such counsel with an actual or potential conflict, (v) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall have so informed conclude that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company; , (vi) any such representation by counsel chosen by the Company would be precluded under the applicable standards of professional conduct then prevailing or (iiivii) the Company shall not in fact have employed counsel to assume the defense of the such Indemnifiable Claim, then Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Indemnifiable Claim) and all Expenses related to such Proceeding, such counsel shall not in fact have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence. In each such case the fees and expenses of the Indemnitee’s separate counsel shall be advanced borne by the Company in accordance with this AgreementCompany.

Defense of Claims. The Company will be entitled to participate, at its own expense, in any Proceeding of which it has notice. The Company jointly with any other indemnifying party similarly notified of any Proceeding will be entitled to assume the defense of the Indemnitee therein, with counsel reasonably satisfactory to the Indemnitee; provided, however, that the Company shall not be entitled to assume the defense of the Indemnitee in any Proceeding if there has been a Change in Control or if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee with respect to such Proceeding. The Company will not be liable to the Indemnitee under this Agreement for any Expenses incurred by the Indemnitee in connection with the defense of any Proceeding, other than reasonable costs of investigation or as otherwise provided below, after notice from the Company to the Indemnitee of its election to assume the defense of the Indemnitee therein. The Indemnitee shall have the right to employ his own counsel in any such Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Company; (ii) the Indemnitee shall have reasonably concluded that counsel employed by the Company may not adequately represent the Indemnitee and shall have so informed the Company; or (iii) the Company shall not in fact have employed counsel to assume the defense of the Indemnitee in such ProceedingProceeding or the counsel employed by the Company shall not, such counsel shall not in fact fact, have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence. In ; and in each such case the fees and expenses of the Indemnitee’s counsel shall be advanced by the Company in accordance with this Agreement.

Defense of Claims. The Company will be entitled to participate, at its own expense, in any Proceeding of which it has notice. The Company jointly with any other indemnifying party similarly notified of any Proceeding will be entitled to assume the defense of the Indemnitee therein, with counsel reasonably satisfactory to the Indemnitee; provided, however, that the Company shall not be entitled to assume the defense of the Indemnitee in any Proceeding if there has been a Change in Control or if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee with respect to such Proceeding. The Company will not be liable to the Indemnitee under this Agreement for any Expenses incurred by the Indemnitee in connection with the defense of any Proceeding, other than reasonable costs of investigation or as otherwise provided below, after notice from the Company to the Indemnitee of its election to assume the defense of the Indemnitee therein. The Indemnitee shall have the right to employ his own counsel in any such Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Company; (ii) the Indemnitee shall have reasonably concluded that counsel employed by the Company may not adequately represent the Indemnitee and shall have so informed the Company; or (iii) the Company shall not in fact have employed counsel to assume the defense of the Indemnitee in such Proceeding, such counsel shall not in fact have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence. In each such case the fees and expenses of the Indemnitee’s counsel shall be advanced by the Company in accordance with this Agreement.

Defense of Claims. The Company will shall be entitled to participate, at its own expense, participate in any Proceeding of which it has notice. The Company jointly with any other indemnifying party similarly notified the defense of any Proceeding will be entitled Indemnifiable Claim or to assume the defense of the Indemnitee thereinthereof, with counsel reasonably satisfactory to the Indemnitee; providedprovided that if Indemnitee believes, howeverafter consultation with counsel selected by Indemnitee, that (a) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (b) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company, or (c) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Indemnifiable Claim) at the Company’s expense. The Company shall not be entitled to assume the defense of the Indemnitee in any Proceeding if there has been a Change in Control or if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee with respect to such Proceeding. The Company will not be liable to the Indemnitee under this Agreement for any Expenses incurred by the Indemnitee amounts paid in connection with the defense settlement of any Proceeding, other than reasonable costs of investigation threatened or as otherwise provided below, after notice from pending Indemnifiable Claim effected without the Company to the Indemnitee of its election to assume the defense of the Indemnitee thereinCompany’s prior written consent. The Company shall not, without the prior written consent of Indemnitee, effect any settlement of any threatened or pending Indemnifiable Claim to which Indemnitee shall is, or could have been, a party unless such settlement solely involves the right to employ his own counsel in any such Proceeding, but the fees and expenses payment of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Company; (ii) the Indemnitee shall have reasonably concluded that counsel employed money by the Company may not adequately represent and includes a complete and unconditional release of Indemnitee from all liability on any claims that are the Indemnitee and shall have so informed the Company; or (iii) subject matter of such Indemnifiable Claim. Neither the Company nor Indemnitee shall unreasonably withhold its consent to any proposed settlement; provided that Indemnitee may withhold consent to any settlement that does not in fact have employed counsel to assume the defense provide a complete and unconditional release of the Indemnitee in such Proceeding, such counsel shall not in fact have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence. In each such case the fees and expenses of the Indemnitee’s counsel shall be advanced by the Company in accordance with this Agreement.

Defense of Claims. The Company will shall be entitled to participate, at its own expense, participate in any Proceeding of which it has notice. The Company jointly with any other indemnifying party similarly notified the defense of any Proceeding will be entitled to which Indemnitee is a party by reason of Indemnitee’s Corporate Status or to assume the defense of the Indemnitee thereinthereof, with counsel reasonably satisfactory to Indemnitee, provided, however, if Indemnitee, concludes in good faith that (a) the use of counsel chosen by the Company to represent Indemnitee would likely present such counsel with an actual or potential conflict, (b) the named parties in the Proceeding include both Indemnitee and the Company and Indemnitee concludes that there may be one or more legal defenses available to Indemnitee that are different from or in addition to those available to the Company, or (c) any such representation by counsel would be precluded under the applicable standards of conduct then prevailing, then Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel) at the Company’s expense. The Company shall not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without the Company’s prior written consent. The Company shall not, without the prior written consent of Indemnitee, effect any settlement of any Proceeding unless such settlement solely involves the payment of money and includes a complete and unconditional release of Indemnitee from all liability on any claims that are the subject matter of the Proceeding. Neither the Company nor Indemnitee shall unreasonably withhold its consent to any proposed settlement; provided, however, that the Company shall Indemnitee may withhold consent to any settlement that does not be entitled to assume the defense provide a complete and unconditional release of the Indemnitee in any Proceeding if there has been a Change in Control or if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee with respect to such Proceeding. The Company will not be liable to the Indemnitee under this Agreement for any Expenses incurred by the Indemnitee in connection with the defense of any Proceeding, other than reasonable costs of investigation or as otherwise provided below, after notice from the Company to the Indemnitee of its election to assume the defense of the Indemnitee therein. The Indemnitee shall have the right to employ his own counsel in any such Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Company; (ii) the Indemnitee shall have reasonably concluded that counsel employed by the Company may not adequately represent the Indemnitee and shall have so informed the Company; or (iii) the Company shall not in fact have employed counsel to assume the defense of the Indemnitee in such Proceeding, such counsel shall not in fact have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence. In each such case the fees and expenses of the Indemnitee’s counsel shall be advanced by the Company in accordance with this Agreement.

Defense of Claims. The To the extent the Company will so wishes, the Company shall be entitled to participate, participate in the defense of any Claim relating to an Indemnifiable Event at its own expenseexpense and, in any Proceeding of which except as otherwise provided below, it has noticemay select counsel and assume the defense thereof. The Where the Company jointly with any other indemnifying party similarly notified of any Proceeding will be entitled decides to assume the defense defense, notice of the such decisions should be provided to Indemnitee therein, with counsel reasonably satisfactory in writing. Following delivery of such notice to the Indemnitee; provided, however, that the Company shall not be entitled to assume the defense of the Indemnitee in any Proceeding if there has been a Change in Control or if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee with respect to such Proceeding. The Company will not be liable to the Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by the Indemnitee in connection with the Indemnitee’s defense of any Proceeding, such Claim other than reasonable costs of investigation or as otherwise provided below, after notice from the Company to the Indemnitee of its election to assume the defense of the Indemnitee therein. The Indemnitee shall have the right to employ his its own legal counsel in any such ProceedingClaim, but the fees and expenses of all Expenses related to such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless Indemnitee’s own expense; provided, however, that if (i) the Indemnitee’s employment of its own legal counsel by the Indemnitee has been authorized by the Company; Company and such authorization has not been withdrawn, (ii) the counsel for Indemnitee shall have provided the Company with a written legal opinion that there is, or there is reasonably concluded that likely to be, a conflict of interest between the Company and Indemnitee in the defense of such Claim, (iii) after a Change in Control, Indemnitee’s employment of its own counsel employed has been approved by the Company may not adequately represent the Indemnitee and shall have so informed the Company; Independent Counsel, or (iiiiv) the Company shall not in fact have employed counsel to assume the defense of such Claim, then Indemnitee shall be entitled to retain its own separate counsel (but not more than one law firm plus, if applicable and deemed reasonable by the Indemnitee Company or, after a Change in Control, the Independent Counsel, local counsel in respect of any such Proceeding, Claim) and all Expenses related to such counsel shall not in fact have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence. In each such case the fees and expenses of the Indemnitee’s separate counsel shall be advanced borne by the Company in accordance with this AgreementCompany.

Defense of Claims. The Company will shall be entitled to participate, at its own expense, participate in any Proceeding of which it has notice. The Company jointly with any other indemnifying party similarly notified the defense of any Proceeding will be entitled Indemnifiable Claim or to assume the defense of the Indemnitee thereinthereof, with counsel reasonably satisfactory to the Indemnitee; providedprovided that if Indemnitee believes, howeverafter consultation with counsel selected by Indemnitee, that (a) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (b) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company, or (c) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Indemnifiable Claim) at the Company’s expense. The Company shall not be entitled to assume the defense of the Indemnitee in any Proceeding if there has been a Change in Control or if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee with respect to such Proceeding. The Company will not be liable to the Indemnitee under this Agreement for any Expenses incurred by the Indemnitee amounts paid in connection with the defense settlement of any Proceedingthreatened or pending Indemnifiable Claim effected without the Company’s prior written consent. The Company shall not, other than reasonable costs without the prior written consent of investigation Indemnitee, effect any settlement of any threatened or as otherwise provided belowpending Indemnifiable Claim to which Indemnitee is, after notice or could have been, a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of Indemnitee from all liability on any claims that are the subject matter of such Indemnifiable Claim. Neither the Company to the Indemnitee of its election to assume the defense of the Indemnitee therein. The nor Indemnitee shall have the right unreasonably withhold its consent to employ his own counsel in any such Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Company; (ii) the Indemnitee shall have reasonably concluded that counsel employed by the Company may not adequately represent the Indemnitee and shall have so informed the Company; or (iii) the Company shall not in fact have employed counsel to assume the defense of the Indemnitee in such Proceeding, such counsel shall not in fact have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence. In each such case the fees and expenses of the Indemnitee’s counsel shall be advanced by the Company in accordance with this Agreementproposed settlement.

Defense of Claims. The Company will shall be entitled to participate, at its own expense, participate in any Proceeding of which it has notice. The Company jointly with any other indemnifying party similarly notified the defense of any Proceeding will be entitled Indemnifiable Claim or to assume the defense of the Indemnitee thereinthereof, with counsel reasonably satisfactory to the Indemnitee; providedprovided that if Indemnitee reasonably believes, howeverafter consultation with counsel selected by Indemnitee, that (a) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (b) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company, or (c) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Indemnifiable Claim) at the Company's expense. The Company shall not be entitled to assume the defense of the Indemnitee in any Proceeding if there has been a Change in Control or if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee with respect to such Proceeding. The Company will not be liable to the Indemnitee under this Agreement for any Expenses incurred by amounts paid in settlement of any threatened or pending Indemnifiable Claim effected without the Company's prior written consent. The Company shall not, without the prior written consent of the Indemnitee, effect any settlement of any threatened or pending Indemnifiable Claim which the Indemnitee in connection with is or could have been a party unless such settlement solely involves the defense payment of any Proceeding, other than reasonable costs of investigation or as otherwise provided below, after notice from the Company to the Indemnitee of its election to assume the defense money and includes a complete and unconditional release of the Indemnitee thereinfrom all liability on any claims that are the subject matter of such Indemnifiable Claim. The Neither the Company nor Indemnitee shall have the right unreasonably withhold its consent to employ his own counsel in any such Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Company; (ii) the Indemnitee shall have reasonably concluded that counsel employed by the Company may not adequately represent the Indemnitee and shall have so informed the Company; or (iii) the Company shall not in fact have employed counsel to assume the defense of the Indemnitee in such Proceeding, such counsel shall not in fact have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence. In each such case the fees and expenses of the Indemnitee’s counsel shall be advanced by the Company in accordance with this Agreementproposed settlement.

Defense of Claims. The Company will be entitled to participate, at its own expense, in any Proceeding of which it has notice. The Company Company, jointly with any other indemnifying party similarly notified of any Proceeding Proceeding, will be entitled to assume the defense of the Indemnitee therein, with counsel reasonably satisfactory to the Indemnitee, upon delivery of written notice to Indemnitee of its election to do so; provided, however, that the Company shall not be entitled to assume the defense of the Indemnitee in any Proceeding if there has been a Change in Control or if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee with respect to such Proceeding. The After notice from the Company to the Indemnitee of its election to assume the defense of the Indemnitee and the retention by the Company of counsel reasonably satisfactory to Indemnitee, the Company will not be liable to the Indemnitee under this Agreement for any Expenses incurred thereafter by the Indemnitee in connection with the defense of any Proceeding, other than reasonable costs of investigation or as otherwise provided below. Notwithstanding the foregoing, after notice from the Company to the Indemnitee of its election to assume the defense of the Indemnitee therein. The Indemnitee shall have the right to employ his own counsel in any such Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless Proceeding if (i) the employment of counsel by the Indemnitee has been authorized by the Company; (ii) the Indemnitee shall have reasonably concluded that counsel employed by the Company may not adequately represent the Indemnitee due to a conflict of interest between the Company and the Indemnitee with respect to such Proceeding and shall have so informed the Company; or (iii) the Company shall not in fact have employed counsel to assume the defense of the Indemnitee in such ProceedingProceeding or the counsel employed by the Company shall not, such counsel shall not in fact fact, have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence. In ; and in each such case the fees and expenses of the Indemnitee’s 's counsel shall be an Expense under this Agreement and shall therefore be advanced by the Company in accordance with this Agreement.

Defense of Claims. The Company will shall be entitled to participate, participate in the defense of any Claim relating to an Indemnifiable Event at its own expenseexpense and, in any Proceeding except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof (including representation of which it has noticethe Indemnitee) with counsel reasonably satisfactory to Indemnitee. The After notice from the Company jointly with any other indemnifying party similarly notified to Indemnitee of any Proceeding will be entitled its election to assume the defense of the Indemnitee thereinany such Claim, with counsel reasonably satisfactory to the Indemnitee; provided, however, that the Company shall not be entitled to assume the defense of the Indemnitee in any Proceeding if there has been a Change in Control or if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee with respect to such Proceeding. The Company will not be liable to the Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by the Indemnitee in connection with the Indemnitee’s defense of any Proceeding, such Claim other than reasonable costs of investigation or as otherwise provided below, after notice from the Company to the Indemnitee of its election to assume the defense of the Indemnitee therein. The Indemnitee shall have the right to employ his its own legal counsel in any such ProceedingClaim, but the fees and expenses of all Expenses related to such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless Indemnitee’s own expense; provided, however, that if (i) the Indemnitee’s employment of its own legal counsel by the Indemnitee has been authorized by the Company; , (ii) Indemnitee has reasonably determined, with advice of counsel, that there may be a conflict of interest between Indemnitee and the Indemnitee shall have reasonably concluded that Company in the defense of such Claim (including for any Claim asserted by or in the right of the Company), (iii) after a Change in Control, Indemnitee’s employment of its own counsel employed has been approved by the Company may not adequately represent the Indemnitee and shall have so informed the Company; Independent Counsel or (iiiiv) the Company shall not in fact have employed counsel to assume the defense of the such Claim, then Indemnitee shall be entitled to retain its own separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any such Proceeding, Claim) and all Expenses related to such counsel shall not in fact have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence. In each such case the fees and expenses of the Indemnitee’s separate counsel shall be advanced borne by the Company in accordance with this AgreementCompany.

Defense of Claims. The Company will be entitled to participate, participate in the Proceeding at its own expense. Upon the delivery of written notice by the Company to Indemnitee, in any Proceeding of which it has notice. The the Company jointly with any other indemnifying party similarly notified of any Proceeding will shall be entitled to assume the defense of the Indemnitee therein, any Proceeding with counsel reasonably satisfactory consented to the Indemnitee; providedby Indemnitee (such consent not to be unreasonably withheld), however, that except for such Proceeding brought by the Company shall not be entitled or as to assume the defense of the Indemnitee in any Proceeding if there has been a Change in Control or if which the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee. After delivery of such notice, consent to 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 or expenses of counsel subsequently incurred by Indemnitee with respect to such Proceeding. The Company will not be liable to the Indemnitee under this Agreement for any Expenses incurred by the Indemnitee in connection with the defense of any Proceeding, other than reasonable costs of investigation or as otherwise ; provided below, after notice from the Company to the Indemnitee of its election to assume the defense of the Indemnitee therein. The that (i) Indemnitee shall have the right to employ his own separate counsel in respect of any such Proceeding, but the fees Proceeding at Indemnitee’s expense and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (iii) if (A) the employment of counsel by the Indemnitee has been previously authorized in writing by the Company; Company or (iiB) the Indemnitee shall have reasonably concluded upon the advice of counsel that counsel employed by there is a conflict of interest between the Company may not adequately represent and Indemnitee in the Indemnitee and shall have so informed the Company; or (iii) the Company shall not in fact have employed counsel to assume conduct of the defense of the Indemnitee in such Proceeding, such counsel shall not then in fact have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence. In each such case the fees and expenses of the Indemnitee’s counsel shall be advanced by at the Company’s expense. Neither party to this Agreement shall settle any Proceeding in any manner that would impose any Expense, judgment, fine, damages, penalty or limitation on Indemnitee without the other party’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold its consent to any proposed settlement. The Company shall not be liable to indemnify the Indemnitee under this Agreement with regard to any Proceeding if the Company was not given a reasonable and timely opportunity to participate in accordance with this Agreementthe defense and/or settlement of such Proceeding.

Defense of Claims. The Company will shall be entitled to participate, at its own expense, participate in any Proceeding of which it has notice. The Company jointly with any other indemnifying party similarly notified the defense of any Proceeding will be entitled to which Indemnitee is a party by reason of his or her Corporate Status or to assume the defense of the Indemnitee thereinthereof, with counsel reasonably satisfactory to Indemnitee, provided, however, if Indemnitee concludes that (a) the use of counsel chosen by the Company to represent Indemnitee would likely present such counsel with an actual or potential conflict, (b) the named parties in the Proceeding include both Indemnitee and the Company and Indemnitee concludes that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company or (c) any such representation by counsel would be precluded under the applicable standards of conduct then prevailing, then Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel) at the Company’s expense. The Company shall not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without the Company’s prior written consent. The Company shall not, without the prior written consent of Indemnitee, effect any settlement of any Proceeding to which Indemnitee is a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of Indemnitee from all liability on any claims that are the subject matter of the Proceeding. Neither the Company nor Indemnitee shall unreasonably withhold its consent to any proposed settlement; provided, however, that the Company shall Indemnitee may withhold consent to any settlement that does not be entitled to assume the defense provide a complete and unconditional release of the Indemnitee in any Proceeding if there has been a Change in Control or if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee with respect to such Proceeding. The Company will not be liable to the Indemnitee under this Agreement for any Expenses incurred by the Indemnitee in connection with the defense of any Proceeding, other than reasonable costs of investigation or as otherwise provided below, after notice from the Company to the Indemnitee of its election to assume the defense of the Indemnitee therein. The Indemnitee shall have the right to employ his own counsel in any such Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Company; (ii) the Indemnitee shall have reasonably concluded that counsel employed by the Company may not adequately represent the Indemnitee and shall have so informed the Company; or (iii) the Company shall not in fact have employed counsel to assume the defense of the Indemnitee in such Proceeding, such counsel shall not in fact have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence. In each such case the fees and expenses of the Indemnitee’s counsel shall be advanced by the Company in accordance with this Agreement.

Defense of Claims. The Company will shall be entitled to participate, participate in the defense of any Claim relating to an Indemnifiable Event at its own expenseexpense and, in any Proceeding except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Exhibit 10.1 Company to Indemnitee of which it has notice. The Company jointly with any other indemnifying party similarly notified of any Proceeding will be entitled its election to assume the defense of the Indemnitee thereinany Claim, with counsel reasonably satisfactory to the Indemnitee; provided, however, that the Company shall not be entitled to assume the defense of the Indemnitee in any Proceeding if there has been a Change in Control or if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee with respect to such Proceeding. The Company will not be liable to the Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by the Indemnitee in connection with the Indemnitee’s defense of any Proceeding, the Claim other than reasonable costs of investigation or as otherwise provided below, after notice from the Company to the Indemnitee of its election to assume the defense of the Indemnitee therein. The Indemnitee shall have the right to employ his its own legal counsel in any such Proceedingthe Claim, but the fees and expenses of all Expenses related to such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless Indemnitee’s own expense; provided, however, that if (i) the Indemnitee’s employment of Indemnitee’s own legal counsel by the Indemnitee has been authorized by the Company; , (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Indemnitee shall have reasonably concluded that Company in the defense of the Claim, (iii) after a Change in Control, Indemnitee’s employment of Indemnitee’s own counsel employed has been approved by the Company may not adequately represent the Indemnitee and shall have so informed the Company; Independent Counsel or (iiiiv) the Company shall not in fact have employed counsel to assume the defense of the Claim, then Indemnitee in such Proceeding, such counsel shall not in fact have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence. In each such case the fees and expenses of the entitled to retain Indemnitee’s own separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any Claim) and all Expenses related to the separate counsel shall be advanced borne by the Company in accordance with this AgreementCompany.

Defense of Claims. The Company will be entitled to participate, at its own expense, in any Proceeding of which it has notice. The Company Company, jointly with any other indemnifying party similarly notified of any Proceeding Proceeding, will be entitled to assume the defense of the Indemnitee therein, with counsel reasonably satisfactory to the Indemnitee, upon delivery of written notice to Indemnitee of its election to do so; provided, however, that the Company shall not be entitled to assume the defense of the Indemnitee in any Proceeding if there has been a Change in Control or if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee with respect to such Proceeding. The After notice from the Company to the Indemnitee of its election to assume the defense of the Indemnitee and the retention by the Company of counsel reasonably satisfactory to Indemnitee, the Company will not be liable to the Indemnitee under this Agreement for any Expenses incurred thereafter by the Indemnitee in connection with the defense of any Proceeding, other than reasonable costs of investigation or as otherwise provided below. Notwithstanding the foregoing, after notice from the Company to the Indemnitee of its election to assume the defense of the Indemnitee therein. The Indemnitee shall have the right to employ his own counsel in any such Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless Proceeding if (i) the employment of counsel by the Indemnitee has been authorized by the Company; (ii) the Indemnitee shall have reasonably concluded that counsel employed by the Company may not adequately represent the Indemnitee due to a conflict of interest between the Company and the Indemnitee with respect to such Proceeding and shall have so informed the Company; or (iii) the Company shall not in fact have employed counsel to assume the defense of the Indemnitee in such ProceedingProceeding or the counsel employed by the Company shall not, such counsel shall not in fact fact, have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence. In ; and in each such case the fees and expenses of the Indemnitee’s counsel shall be an Expense under this Agreement and shall therefore be advanced by the Company in accordance with this Agreement.

Defense of Claims. The Company will be entitled to participate, ------------------ at its own expensethe expense of the Company, in any Proceeding of which it the Company has notice. The Company jointly with any other indemnifying party similarly notified of any Proceeding will be entitled to assume the defense of the Indemnitee therein, with counsel reasonably satisfactory to the Indemnitee; provided, however, that the Company shall not be entitled to assume the defense of the Indemnitee in any Proceeding if there has been a Change in Control or if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee with respect to such Proceeding. The Company will not be liable to the Indemnitee under this Agreement for any Expenses incurred by the Indemnitee in connection with the defense of any Proceeding, other than reasonable costs of investigation or as otherwise provided below, after notice from the Company to the Indemnitee of its election to assume the defense of the Indemnitee therein. The Indemnitee shall have the right to employ his or her own counsel in any such Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Company; (ii) the Indemnitee shall have reasonably concluded that counsel employed by the Company may not adequately represent the Indemnitee and shall have so informed the Company; or (iii) the Company shall not in fact have employed counsel to assume the defense of the Indemnitee in such Proceeding, Proceeding or such counsel shall not not, in fact fact, have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence. In ; and in each such case the fees and expenses of the Indemnitee’s 's counsel shall be advanced by the Company in accordance with this AgreementCompany.

Defense of Claims. The With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate, participate in the Proceeding at its own expenseexpense and except as otherwise provided below, in any Proceeding to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of which it has notice. The Company jointly with any other indemnifying party similarly notified of any Proceeding will be entitled its election to assume the defense of the Indemnitee thereinany Proceeding, with counsel reasonably satisfactory to the Indemnitee; provided, however, that the Company shall not be entitled to assume the defense of the Indemnitee in any Proceeding if there has been a Change in Control or if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee with respect to such Proceeding. The Company will not be liable to the Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by the Indemnitee in connection with the defense of any Proceeding, such Proceeding other than reasonable costs of investigation or as otherwise provided below, after notice from the Company to the Indemnitee of its election to assume the defense of the Indemnitee therein. The Indemnitee shall have the right to employ his own legal counsel in any such Proceeding, but the fees and expenses of such counsel all Expenses related thereto incurred after notice from the Company of its assumption of the defense thereof shall be at the Indemnitee’s expense of the Indemnitee unless unless: (i) the employment of legal counsel by the Indemnitee has been authorized by the Company; , (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee shall have reasonably concluded that counsel employed has been approved by the Company may not adequately represent the Indemnitee and shall have so informed the Company; Independent Counsel, or (iiiiv) the Company shall not in fact have employed counsel to assume the defense of the Indemnitee in such Proceeding, such counsel in each of which cases all Expenses of the Proceeding shall not in fact have assumed such defense or such counsel be borne by the Company. The Company shall not be acting, in connection therewith, with reasonable diligence. In each such case entitled to assume the fees and expenses defense of any Proceeding brought by or on behalf of the Indemnitee’s counsel Company or as to which Indemnitee shall be advanced by have made the Company determination provided for in accordance with this Agreement(ii), (iii) and (iv) above.

Defense of Claims. The Company will shall be entitled to participate, participate in the defense of any Claim at its own expenseexpense and, except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee; provided that the Company shall provide notice of such assumption of defense to Indemnitee in any Proceeding accordance with Section 20 within ten (10) days of which it has noticereceipt of notice of a Claim under Section 7(a). The After notice from the Company jointly with any other indemnifying party similarly notified to Indemnitee of any Proceeding will be entitled its election to assume the defense of the Indemnitee thereinany such Claim, with counsel reasonably satisfactory to the Indemnitee; provided, however, that the Company shall not be entitled to assume the defense of the Indemnitee in any Proceeding if there has been a Change in Control or if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee with respect to such Proceeding. The Company will not be liable to the Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by the Indemnitee in connection with the Indemnitee’s defense of any Proceeding, such Claim other than reasonable costs of investigation or as otherwise provided below, after notice from the Company to the Indemnitee of its election to assume the defense of the Indemnitee therein. The Indemnitee shall have the right to employ his its own legal counsel in any such ProceedingClaim, but the fees and expenses of all Expenses related to such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless Indemnitee’s own expense; provided, however, that if (i) the Indemnitee’s employment of its own legal counsel by the Indemnitee has been authorized by the Company; , (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Indemnitee shall have reasonably concluded that Company in the defense of such Claim, (iii) after a Change in Control, Indemnitee’s employment of its own counsel employed has been approved by the Company may not adequately represent the Indemnitee and shall have so informed the Company; Independent Counsel or (iiiiv) the Company shall not in fact have employed counsel to assume the defense of the such Claim, then in each case Indemnitee shall be entitled to retain its own separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any such Proceeding, Claim) and all Expenses related to such counsel shall not in fact have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence. In each such case the fees and expenses of the Indemnitee’s separate counsel shall be advanced borne by the Company. Notwithstanding anything to contrary in this Section 7, the Company shall not, without the prior written consent of Indemnitee, consent to the entry of any judgment against Indemnitee or enter into any settlement or compromise which (i) includes an admission of fault of Indemnitee, or (ii) does not include, as an unconditional term thereof, the full release of Indemnitee from all liability in accordance with this Agreementrespect of any Claim or claim, issue or matter involved in any Claim, which release shall be in form and substance reasonably satisfactory to Indemnitee. This Section 7(b) shall not apply to any action or proceeding brought by Indemnitee under Section 5, Section 9(e), Section 9(f) or Section 10(a).

Defense of Claims. The In the event the Company will shall be entitled obligated to participate, at its own expense, pay Expenses in connection with any Proceeding of which it has notice. The against Indemnitee, the Company jointly with any other indemnifying party similarly notified of any Proceeding will shall be entitled to assume the defense of the Indemnitee thereinsuch Proceeding, with counsel reasonably satisfactory to the approved by Indemnitee; provided, however, that the Company which approval shall not be entitled unreasonably withheld or delayed, upon the delivery to assume Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the defense 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 Proceeding such proceeding at Indemnitee’s expense; and (ii) if there (A) the employment of counsel by Indemnitee has been a Change in Control or if previously authorized by the Company, (B) Indemnitee has shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee with respect to such Proceeding. The Company will not be liable to the Indemnitee under this Agreement for any Expenses incurred by the Indemnitee in connection with the defense conduct of any Proceeding, other than reasonable costs of investigation or as otherwise provided below, after notice from the Company to the Indemnitee of its election to assume the such defense of the Indemnitee therein. The Indemnitee shall have the right to employ his own counsel in any such Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Company; (ii) the Indemnitee shall have reasonably concluded that counsel employed by the Company may not adequately represent the Indemnitee and shall have so informed the Company; or (iiiC) the Company shall not not, in fact fact, have employed counsel to assume the defense of the Indemnitee in such Proceedingproceeding, such counsel shall not in fact have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence. In each such case then the fees and expenses of the Indemnitee’s counsel shall be advanced by at the expense of the Company. The Company will be entitled to participate in any Proceeding at its own expense. The Company shall not settle any Proceeding (in whole or in part) which would impose any Expense, Liability or limitation on Indemnitee without Indemnitee’s prior written consent, such consent not to be unreasonably withheld. Indemnitee shall not settle any Proceeding (in whole or in part) which would impose any Expense, Liability or limitation on the Company in accordance with this Agreementwithout the Company’s prior written consent, such consent not to be unreasonably withheld.

Defense of Claims. The Company will be entitled to participateparticipate in the defense (including, at its own expensewithout limitation, the negotiation and approval of any settlement) of any Claim in any Proceeding respect of which it has notice. The Indemnitee may seek indemnification from the Company jointly with any other indemnifying party similarly notified of any Proceeding will be entitled hereunder, or to assume the defense of the Indemnitee thereinthereof, with counsel reasonably satisfactory to the Indemnitee; provided, however, provided that in the event that (i) the use of counsel chosen by the Company shall not be entitled to assume represent Indemnitee would present such counsel with an actual or potential conflict, (ii) the defense of the Indemnitee named parties in any Proceeding if there has been a Change in Control or if such Claim (including any impleaded parties) include both the Company and Indemnitee has reasonably concluded and Indemnitee shall conclude that there may be a conflict of interest between one or more legal defenses available to him or her that are different from or in addition to those available to the Company, or (iii) any such representation by the Company and would be precluded under the applicable standards of professional conduct then prevailing, then Indemnitee with will be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect to such Proceedingof any particular Claim) at the Company’s expense. The Notwithstanding the preceding sentence, in any event the Company will not shall be liable to the Indemnitee under this Agreement for any Expenses incurred by the Indemnitee in connection with reasonable costs of investigation and preparation for the defense of any ProceedingClaim (including, other than without limitation, appearing as a witness and reasonable costs of investigation or as otherwise provided below, after notice from the Company to the Indemnitee of its election to assume the defense of the Indemnitee therein. The Indemnitee shall have the right to employ his own counsel in any such Proceeding, but the fees and expenses of such counsel incurred after notice from in connection therewith). The Company will not, without the Company of its assumption prior written consent of the defense thereof shall be at Indemnitee, effect any settlement of any threatened or pending Claim that the expense Indemnitee is or could have been a party to unless such settlement solely involves the payment of money and includes an unconditional release of the Indemnitee unless (i) from all liability on any claims that are the employment subject matter of counsel by the Indemnitee has been authorized by the Company; (ii) the Indemnitee shall have reasonably concluded that counsel employed by the Company may not adequately represent the Indemnitee and shall have so informed the Company; or (iii) the Company shall not in fact have employed counsel to assume the defense of the Indemnitee in such Proceeding, such counsel shall not in fact have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence. In each such case the fees and expenses of the Indemnitee’s counsel shall be advanced by the Company in accordance with this AgreementClaim.

Defense of Claims. The Company will shall be entitled to participate, participate in the defense of any Claim relating to an Indemnifiable Event at its own expenseexpense and, in any Proceeding except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof (including representation of which it has noticethe Indemnitee) with counsel reasonably satisfactory to Indemnitee. The After notice from the Company jointly with any other indemnifying party similarly notified to Indemnitee of any Proceeding will be entitled its election to assume the defense of the Indemnitee thereinany such Claim, with counsel reasonably satisfactory to the Indemnitee; provided, however, that the Company shall not be entitled to assume the defense of the Indemnitee in any Proceeding if there has been a Change in Control or if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee with respect to such Proceeding. The Company will not be liable to the Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by the Indemnitee in connection with the Indemnitee's defense of any Proceeding, such Claim other than reasonable costs of investigation or as otherwise provided below, after notice from the Company to the Indemnitee of its election to assume the defense of the Indemnitee therein. The Indemnitee shall have the right to employ his its own legal counsel in any such ProceedingClaim, but the fees and expenses of all Expenses related to such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless Indemnitee's own expense; provided, however, that if (i) the Indemnitee's employment of its own legal counsel by the Indemnitee has been authorized by the Company; , (ii) Indemnitee has reasonably determined, with advice of counsel, that there may be a conflict of interest between Indemnitee and the Indemnitee shall have reasonably concluded that Company in the defense of such Claim (including for any Claim asserted by or in the right of the Company), (iii) after a Change in Control, Indemnitee's employment of its own counsel employed has been approved by the Company may not adequately represent the Indemnitee and shall have so informed the Company; Independent Counsel or (iiiiv) the Company shall not in fact have employed counsel to assume the defense of the such Claim, then Indemnitee shall be entitled to retain its own separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any such Proceeding, Claim) and all Expenses related to such counsel shall not in fact have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence. In each such case the fees and expenses of the Indemnitee’s separate counsel shall be advanced borne by the Company in accordance with this AgreementCompany.

Defense of Claims. The Company will be entitled to participate, at its own expensethe expense of the Company, in any Proceeding of which it the Company has notice. The Company jointly with any other indemnifying party similarly notified of any Proceeding will be entitled to assume the defense of the Indemnitee therein, with counsel reasonably satisfactory to the Indemnitee; provided, however, that the Company shall not be entitled to assume the defense of the Indemnitee in any Proceeding if there has been a Change in Control or if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee with respect to such Proceeding. The Company will not be liable to the Indemnitee under this Agreement for any Expenses incurred by the Indemnitee in connection with the defense of any Proceeding, other than reasonable costs of investigation or as otherwise provided below, after notice from the Company to the Indemnitee of its election to assume the defense of the Indemnitee therein. The Indemnitee shall have the right to employ his or her own counsel in any such ProceedingPro ceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment employ ment of counsel by the Indemnitee has been authorized by the Company; (ii) the Indemnitee shall have reasonably concluded that counsel employed by the Company may not adequately represent the Indemnitee and shall have so informed the Company; or (iii) the Company shall not in fact have employed counsel to assume the defense of the Indemnitee in such Proceeding, Proceeding or such counsel shall not not, in fact fact, have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence. In ; and in each such case the fees and expenses of the Indemnitee’s 's counsel shall be advanced by the Company in accordance with this AgreementCompany.

Defense of Claims. The Company will be entitled to participate, at its own expense, in any Proceeding of which it has notice. The Company jointly with any other indemnifying party similarly notified of any Proceeding will be entitled to assume the defense of the Indemnitee therein, with counsel reasonably satisfactory to the Indemnitee; provided, however, that the Company shall not be entitled to assume the defense of the Indemnitee in any Proceeding if there has been a Change in Control or if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee with respect to such Proceeding. The Company will not be liable to the Indemnitee under this Agreement for any Expenses incurred by the Indemnitee in connection with the defense of any Proceeding, other than reasonable costs of investigation or as otherwise provided below, after notice from the Company to the Indemnitee of its election to assume the defense of the Indemnitee therein. The Indemnitee shall have the right to employ his own counsel in any such Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Company; (ii) the Indemnitee shall have reasonably concluded that counsel employed by the Company may not adequately represent the Indemnitee and shall have so informed the Company; or (iii) the Company shall not in fact have employed counsel to assume the defense of the Indemnitee in such Proceeding, Proceeding or such counsel shall not not, in fact fact, have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence. In ; and in each such case the fees and expenses of the Indemnitee’s 's counsel shall be advanced by the Company in accordance with this Agreement.

Defense of Claims. The Company will shall be entitled to participate, participate in the defense of any Claim relating to an Indemnifiable Event at its own expenseexpense and, in any Proceeding of which except as otherwise provided below, to the extent the Company so wishes, it has notice. The Company jointly with any other indemnifying party similarly notified of any Proceeding will be entitled to may assume the defense of the Indemnitee therein, thereof with counsel reasonably satisfactory to the Indemnitee; provided, however, that the Company shall not be entitled to assume the defense of the Indemnitee in any Proceeding if there has been a Change in Control or if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee with respect to such Proceeding. The Company will not be liable to the Indemnitee under this Agreement for any Expenses incurred by the Indemnitee in connection with the defense of any Proceeding, other than reasonable costs of investigation or as otherwise provided below, after After notice from the Company to the Indemnitee of its election to assume the defense of any such Claim and the identification of the counsel that the Company intends to retain to provide such defense, the Company shall not be liable to Indemnitee thereinunder this Agreement or otherwise for any Expenses subsequently directly incurred by Indemnitee in connection with Indemnitee’s defense of such Claim other than (i) reasonable costs of investigation, (ii) reasonable costs incurred in connection with the exercise by Indemnitee of Indemnitee’s right to determine (a) whether such counsel is reasonable satisfactory to Indemnitee, (b) whether any conflicts of interest may exist between Indemnitee and the Company in the defense of the Claim and/or (c) whether such counsel is adequately and effectively providing the defense of such Claim and acting in a competent manner, or (iii) as otherwise provided below. The Indemnitee shall have the right to employ his its own legal counsel in any such ProceedingClaim, but (except as provided in the fees and expenses of immediately preceding sentence or as otherwise provided below in this sentence) all Expenses related to such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless Indemnitee’s own expense; provided, however, that if (i) the Indemnitee’s employment of its own legal counsel by the Indemnitee has been authorized by the Company; , (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Indemnitee shall have reasonably concluded that Company in the defense of such Claim, (iii) after a Change in Control, Indemnitee’s employment of its own counsel employed has been approved by the Company may not adequately represent the Indemnitee and shall have so informed the Company; or Independent Counsel (iiiiv) the Company shall not in fact have employed counsel reasonably satisfactory to Indemnitee, to assume the defense of the Indemnitee in such Proceeding, Claim and/or such counsel shall fail to adequately or effectively provide the defense of such Claim or otherwise fail to act in a competent manner, or (v) the Company is in breach of its obligations under this Agreement, then Indemnitee shall be entitled to retain its own separate counsel (but not more than one law firm plus, if applicable, local counsel in fact have assumed respect of any such defense or Claim) and all Expenses related to such counsel shall not be acting, in connection therewith, with reasonable diligence. In each such case the fees and expenses of the Indemnitee’s separate counsel shall be advanced borne by the Company in accordance with this Agreement.Company. Indemnification Agreement | 6

Defense of Claims. The Company will shall be entitled to participate, at its own expense, in any Proceeding of which it has notice. The Company jointly with any other indemnifying party similarly notified of any Proceeding will shall be entitled to assume the defense of the Indemnitee therein, with counsel reasonably satisfactory to the Indemnitee; provided, however, that the Company shall not be entitled to assume the defense of the Indemnitee in any Proceeding if there has been a Change in Control or if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee with respect to such Proceeding. The Company will shall not be liable to the Indemnitee under this Agreement for any Expenses incurred by the Indemnitee in connection with the defense of any Proceeding, other than reasonable costs of investigation or as otherwise provided below, after notice from the Company to the Indemnitee of its election to assume the defense of the Indemnitee therein. The Indemnitee shall have the right to employ his own counsel in any such Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Company; (ii) the Indemnitee shall have reasonably concluded that counsel employed by the Company may not adequately represent the Indemnitee and shall have so informed the CompanyCompany in writing; or (iii) the Company shall not in fact have employed counsel to assume the defense of the Indemnitee in such Proceeding, Proceeding or such counsel shall not not, in fact fact, have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence. In ; and in each such case the fees and expenses of the Indemnitee’s counsel shall be advanced by the Company in accordance with this Agreement.

Defense of Claims. The Company will shall be entitled to participate, participate in the defense relating to any Proceeding that may be subject to indemnification hereunder at its own expenseexpense and, in any Proceeding of which except as otherwise provided below, to the extent the Company so wishes, it has notice. The Company jointly with any other indemnifying party similarly notified of any Proceeding will be entitled to may assume the defense of the Indemnitee therein, thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Indemnitee; providedCompany to Indemnitee of its election to assume the defense in any such Proceeding, however, that the Company shall not be entitled to assume the defense of the Indemnitee in any Proceeding if there has been a Change in Control or if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee with respect to such Proceeding. The Company will not be liable to the Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by the Indemnitee in connection with the Indemnitee’s defense of any Proceeding, in such Proceeding other than reasonable costs of investigation or as otherwise provided below, after notice from the Company to the Indemnitee of its election to assume the defense of the Indemnitee therein. The Indemnitee shall have the right to employ his its own legal counsel in any such Proceeding, but the fees and expenses of all Expenses related to such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless Indemnitee’s own expense; provided, however, that if (i) the Indemnitee’s employment of its own legal counsel by the Indemnitee has been authorized by the Company; , (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Indemnitee shall have reasonably concluded that Company in the defense of such Proceeding, (iii) after a Change of Control, Indemnitee’s employment of its own counsel employed has been approved by the Company may not adequately represent the Indemnitee and shall have so informed the Company; Independent Legal Counsel or (iiiiv) the Company shall not in fact have employed counsel to assume the defense of the such Proceeding within 60 days of receipt of notice from Indemnitee, then in each such case Indemnitee shall be entitled to retain its own separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any such Proceeding, ) and all Expenses related to such separate counsel shall not in fact have assumed such defense or such counsel be borne by the Company. The Company shall not be acting, in connection therewith, with reasonable diligence. In each such case entitled to assume the fees and expenses defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the conclusion provided for in clause (ii) of this Section 14(b). The Company shall not settle any Proceeding in any manner that would impose any penalty or limitation on, or disclosure obligation with respect to, Indemnitee without Indemnitee’s counsel shall be advanced by the Company in accordance with this Agreementwritten consent.

Defense of Claims. The (a) If a Change of Control shall not have occurred, the Company will be entitled to participate, at its own expense, in any Proceeding of which it has notice. The Company jointly with any other indemnifying party similarly notified of any Proceeding will shall be entitled to assume the defense of the Indemnitee therein, any Proceeding with counsel reasonably satisfactory acceptable to the Indemnitee; provided, however, that Indemnitee upon delivery of written notice to Indemnitee of its election to do so. After the Company shall assumes the defense, the Company will not be entitled liable to assume Indemnitee under this Agreement for any fees or expenses of counsel subsequently incurred by Indemnitee with respect to such Proceeding; provided that (i) Indemnitee shall have the defense right to employ separate counsel in respect of any such Proceeding at Indemnitee’s expense and (ii) if the employment of counsel by Indemnitee in any Proceeding if there has been a Change previously authorized in Control writing by the Company or if the Indemnitee has shall have reasonably concluded upon the advice of counsel that (x) there may be is a conflict of interest between the Company and the Indemnitee with respect to such Proceeding. The Company will not be liable to the Indemnitee under this Agreement for any Expenses incurred by the Indemnitee in connection with the conduct of the defense of any Proceeding, other than reasonable costs of investigation such Proceeding or as otherwise provided below, after notice (y) Indemnitee has one or more legal defenses available to him which are different from or additional to those available to the Company to the Indemnitee of its election to assume the defense of the Indemnitee therein. The Indemnitee shall have the right to employ his own counsel in any such Proceeding, but then, in each such case, the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Company; (ii) the Indemnitee shall have reasonably concluded that counsel employed by the Company may not adequately represent the Indemnitee and shall have so informed the Company; or (iii) the Company shall not in fact have employed counsel to assume the defense of the Indemnitee in such Proceeding, such counsel shall not in fact have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence. In each such case the fees and expenses of the Indemnitee’s counsel shall be advanced at the Company’s expense. The Company shall not settle any Proceeding (in whole or in part) which would impose any Expense, Liability or limitation on Indemnitee without Indemnitee’s prior written consent, such consent not to be unreasonably withheld. Indemnitee shall not settle any Proceeding (in whole or in part) which would impose any Expense, Liability or limitation on the Company without the Company’s prior written consent, such consent not to be unreasonably withheld. To the fullest extent permitted by applicable law, the Company’s assumption of the defense of any Proceeding will constitute an acknowledgment by the Company that any Expenses of Indemnitee incurred in accordance with connection therewith are indemnifiable by the Company under this Agreement, subject to any obligation Indemnitee has under Section 4.02 to repay such Expenses.

Defense of Claims. The Except for any Indemnifiable Claim asserted by or in the right of the Company will (as to which Indemnitee shall be entitled to participateexclusively control the defense), the Company shall be entitled to participate at its own expense, expense in any Proceeding of which it has notice. The Company jointly with any other indemnifying party similarly notified the defense of any Proceeding will be entitled Indemnifiable Claim or to assume the defense of the Indemnitee thereinthereof, with counsel reasonably satisfactory to Indemnitee. The Company’s participation in the defense of any Indemnifiable Claim of which the Company has not assumed the defense will not in any manner affect the rights of Indemnitee under this Agreement, including Indemnitee’s right to control the defense of such Indemnifiable Claims. With respect to the period (if any) commencing at the time at which the Company notifies Indemnitee that the Company has assumed the defense of any Indemnifiable Claim and continuing for so long as the Company shall be using its reasonable best efforts to provide an effective defense of such Indemnifiable Claim, the Company shall have the right to control the defense of such Indemnifiable Claim and shall have no obligation under this Agreement in respect of any attorneys’ or experts’ fees or expenses or any other costs or expenses paid or incurred by Indemnitee in connection with defending such Indemnifiable Claim (other than such costs and expenses paid or incurred by Indemnitee in connection with any cooperation in the Company’s defense of such Indemnifiable Claim or other action undertaken by Indemnitee at the request of the Company or with the consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed)); providedprovided that if Indemnitee believes, howeverafter consultation with counsel selected by Indemnitee, that (a) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (b) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company, or (c) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then Indemnitee shall be entitled to retain and use the services of separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Indemnifiable Claim) at the Company’s expense. Nothing in this Agreement shall limit Indemnitee’s right to retain or use his or her own counsel at his or her own expense in connection with any Indemnifiable Claim; provided that in all events Indemnitee shall not unreasonably interfere with the conduct of the defense by the Company of any Indemnifiable Claim that the Company shall not be entitled to assume the defense have assumed and of the Indemnitee in any Proceeding if there has been a Change in Control or if the Indemnitee has reasonably concluded that there may be a conflict of interest between which the Company and the Indemnitee with respect shall be using its reasonable best efforts to such Proceedingprovide an effective defense. The Company will shall not be liable to the Indemnitee under this Agreement for any Expenses incurred by the Indemnitee amounts paid in connection with the defense settlement of any Proceedingthreatened or pending Indemnifiable Claim effected without the Company’s prior written consent. The Company shall not, other than reasonable costs without the prior written consent of investigation Indemnitee, effect any settlement of any threatened or as otherwise provided belowpending Indemnifiable Claim to which Indemnitee is, after notice or could have been, a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of Indemnitee from all liability on any claims that are the subject matter of such Indemnifiable Claim. Neither the Company to the Indemnitee of its election to assume the defense of the Indemnitee therein. The nor Indemnitee shall have the right unreasonably withhold, condition or delay its consent to employ his own counsel in any such Proceeding, but the fees proposed settlement; provided that Indemnitee may withhold consent to any settlement that does not provide a complete and expenses unconditional release of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Company; (ii) the Indemnitee shall have reasonably concluded that counsel employed by the Company may not adequately represent the Indemnitee and shall have so informed the Company; or (iii) the Company shall not in fact have employed counsel to assume the defense of the Indemnitee in such Proceeding, such counsel shall not in fact have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence. In each such case the fees and expenses of the Indemnitee’s counsel shall be advanced by the Company in accordance with this Agreement.

Defense of Claims. The (a) In the event the Company will shall be entitled obligated under Section 2 hereof to participate, at its own expense, in any Proceeding of which it has notice. The Company jointly with any other indemnifying party similarly notified pay the expenses of any Proceeding will proceeding against Indemnitee, the Company shall be entitled to assume the defense of the Indemnitee thereinsuch proceeding, with counsel reasonably satisfactory approved by Indemnitee (who shall not unreasonably withhold such approval), upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the Indemnitee; providedretention of such counsel by the Company, however, that the Company shall not be entitled liable to assume Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the defense same proceeding, provided that, (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such proceeding at Indemnitee’s expense, and (ii) the reasonable fees and expenses of Indemnitee’s counsel shall be at the expense of the Company if (A) the employment of counsel by Indemnitee in any Proceeding if there has been a Change previously authorized in Control or if writing by the Company, (B) Indemnitee has shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee with respect to such Proceeding. The Company will not be liable to the Indemnitee under this Agreement for any Expenses incurred by the Indemnitee in connection with the defense conduct of any Proceeding, other than reasonable costs of investigation or as otherwise provided below, after notice from such defense and shall have notified the Company to the Indemnitee of its election to assume the defense of the Indemnitee therein. The Indemnitee shall have the right to employ his own counsel in any such Proceedingwriting thereof, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (iC) the employment of counsel by the Indemnitee has been authorized by the Company; (ii) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between Indemnitee and other indemnitees of the Company being represented by counsel employed retained by the Company may not adequately represent in the Indemnitee same proceeding and shall have so informed notified the Company; Company in writing thereof, or (iiiD) the Company shall not not, in fact fact, have employed counsel to assume the defense of such proceeding within a reasonable time frame. In addition to all the Indemnitee in such Proceedingrequirements above, such counsel shall not in fact have assumed such defense if Company has directors and officers liability insurance, or such counsel shall not be acting, in connection therewithother insurance, with reasonable diligence. In each such case the fees and expenses of the Indemnitee’s a panel counsel shall requirement that may be advanced triggered then or at some future point by the matter for which indemnity is owed to Indemnitee, then Indemnitee shall use such panel counsel, unless there is an actual conflict of interest with representation by all such panel counsel, or unless and to the extent Company waives such requirement in accordance with this Agreementwriting.

Defense of Claims. The Company will shall be entitled to participate, at its own expense, participate in any Proceeding of which it has notice. The Company jointly with any other indemnifying party similarly notified the defense of any Proceeding will be entitled Indemnifiable Claim or to assume the defense of the Indemnitee thereinthereof, with counsel reasonably satisfactory to the Indemnitee; providedprovided that if Indemnitee believes, howeverafter consultation with counsel selected by Indemnitee, that (a) the use of counsel chosen by the Company shall not to represent Indemnitee would present such counsel with an actual or potential conflict, (b) any such representation by such counsel would be entitled to assume precluded under the defense applicable standards of the Indemnitee in any Proceeding professional conduct then prevailing, (c) if there has been a Change in Control or if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee with respect to such Proceeding. The Company will not be liable to the Indemnitee under this Agreement for any Expenses incurred by the Indemnitee in connection with the defense of any ProceedingControl, other than reasonable costs of investigation or as otherwise provided below, after notice from the Company to the Indemnitee of its election to assume the defense of the Indemnitee therein. The Indemnitee shall have the right to employ his own counsel in any such Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Company; (ii) the Indemnitee shall have reasonably concluded that counsel employed by the Company may not adequately represent the Indemnitee and shall have so informed the Company; or (iiid) the Company shall not in fact have employed counsel to assume the defense of the Indemnifiable Claim, then Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in such Proceeding, such counsel shall not in fact have assumed such defense or such counsel respect of any particular Indemnifiable Claim) at the Company’s expense. The Company shall not be actingliable to Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Indemnifiable Claim effected without the Company’s prior written consent, which shall not be unreasonably withheld; provided, however, that if a Change of Control has occurred, the Company shall be liable for indemnification of the Indemnitee for amounts paid in connection therewith, with reasonable diligencesettlement if the Independent Counsel has approved the settlement. In each such case The Company shall not settle any Indemnifiable Claim in any manner that would impose any Losses on the fees and expenses of Indemnitee without the Indemnitee’s counsel shall be advanced by the Company in accordance with this Agreementprior written consent.

Defense of Claims. The Company will be entitled to participate, at its own expense, the expense of the Company in any Proceeding of which it the Company has notice. The Company jointly with any other indemnifying party similarly notified of any Proceeding will be entitled to assume the defense of the Indemnitee therein, with counsel reasonably satisfactory to the Indemnitee; provided, however, that the Company shall not be entitled to assume the defense of the Indemnitee in any Proceeding if there has been a Change in Control or if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee with respect to such Proceeding. The Company will not be liable to the Indemnitee under this Agreement for any Expenses incurred by the Indemnitee in connection with the defense of any Proceeding, other than reasonable costs of investigation or as otherwise provided below, after notice from the Company to the Indemnitee of its election to assume the defense of the Indemnitee therein. The Indemnitee shall have the right to employ his own counsel in any such Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Company; (ii) the Indemnitee shall have reasonably concluded that counsel employed by the Company may not adequately represent the Indemnitee and shall have so informed the Company; or (iii) the Company shall not in fact have employed counsel to assume the defense of the Indemnitee in such Proceeding, Proceeding or such counsel shall not not, in fact fact, have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence. In ; and in each such case the fees and expenses of the Indemnitee’s 's counsel shall be advanced by the Company in accordance with this AgreementCompany.

Defense of Claims. The Company will be entitled to participateparticipate in the defense (including, at its own expensewithout limitation, the negotiation and approval of any settlement) of any Claim in any Proceeding respect of which it has notice. The Indemnitee may seek indemnification from the Company jointly with any other indemnifying party similarly notified of any Proceeding will be entitled hereunder or to assume the defense of the Indemnitee thereinthereof, with counsel reasonably satisfactory to the Indemnitee; provided, however, provided that in the event that (i) the use of counsel chosen by the Company shall not be entitled to assume represent Indemnitee would present such counsel with an actual or potential conflict, (ii) the defense of the Indemnitee named parties in any Proceeding if there has been a Change in Control or if such Claim (including any impleaded parties) include both the Company and Indemnitee has reasonably concluded and Indemnitee shall conclude that there may be a conflict of interest between one or more legal defenses available to him or her that are different from or in addition to those available to the Company and or (iii) any such representation by the Company would be precluded under the applicable standards of professional conduct then prevailing, then Indemnitee with will be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect to such Proceedingof any particular Claim) at the Company's expense. The Notwithstanding the preceding sentence, in any event the Company will not shall be liable to the Indemnitee under this Agreement for any Expenses incurred by the Indemnitee in connection with reasonable costs of investigation and preparation for the defense of any ProceedingClaim (including, other than without limitation, appearing as a witness and reasonable costs of investigation or as otherwise provided below, after notice from the Company to the Indemnitee of its election to assume the defense of the Indemnitee therein. The Indemnitee shall have the right to employ his own counsel in any such Proceeding, but the fees and expenses of such counsel incurred after notice from in connection therewith). The Company will not, without the Company of its assumption prior written consent of the defense thereof shall be at Indemnitee, effect any settlement of any threatened or pending Claim that the expense Indemnitee is or could have been a party to unless such settlement solely involves the payment of money and includes an unconditional release of the Indemnitee unless (i) from all liability on any claims that are the employment subject matter of counsel by the Indemnitee has been authorized by the Company; (ii) the Indemnitee shall have reasonably concluded that counsel employed by the Company may not adequately represent the Indemnitee and shall have so informed the Company; or (iii) the Company shall not in fact have employed counsel to assume the defense of the Indemnitee in such Proceeding, such counsel shall not in fact have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence. In each such case the fees and expenses of the Indemnitee’s counsel shall be advanced by the Company in accordance with this AgreementClaim.

Defense of Claims. The Company will be entitled to participate, at its own expensethe expense of the Company, in any Proceeding of which it the Company has notice. The Company jointly with any other indemnifying party similarly notified of any Proceeding will be entitled to assume the defense of the Indemnitee therein, with counsel reasonably satisfactory to the Indemnitee; provided, however, that the Company shall not be entitled to assume the defense of the Indemnitee in any Proceeding if there has been a Change in Control or if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee with respect to such Proceeding. The Company will not be liable to the Indemnitee under this Agreement for any Expenses incurred by the Indemnitee in connection with the defense of any Proceeding, other than reasonable costs of investigation or as otherwise provided below, after notice from the Company to the Indemnitee of its election to assume the defense of the Indemnitee therein. The Indemnitee shall have the right to employ his or her own counsel in any such Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Company; (ii) the Indemnitee shall have reasonably concluded that counsel employed by the Company may not adequately represent the Indemnitee and shall have so informed the Company; or (iii) the Company shall not in fact have employed counsel to assume the defense of the Indemnitee in such Proceeding, Proceeding or such counsel shall not not, in fact fact, have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence. In ; and in each such case the fees and expenses of the Indemnitee’s 's counsel shall be advanced by the Company in accordance with this AgreementCompany.

Defense of Claims. The Company will shall be entitled to participate, participate in the defense of any Claim relating to an Indemnifiable Event at its own expenseexpense and, in any Proceeding of which except as otherwise provided below, to the extent the Company so wishes, it has notice. The Company may assume the defense thereof, solely or jointly with any other indemnifying party similarly notified of any Proceeding will be entitled to assume the defense of the Indemnitee thereinparty, with counsel reasonably satisfactory to Indemnitee. After notice from the Indemnitee; providedCompany to Indemnitee of its election to assume the defense of any such Claim, however, that the Company shall not be entitled to assume the defense of the Indemnitee in any Proceeding if there has been a Change in Control or if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee with respect to such Proceeding. The Company will not be liable to the Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by the Indemnitee in connection with the Indemnitee’s defense of any Proceeding, such Claim other than reasonable costs of investigation or as otherwise provided below, after notice from the Company to the Indemnitee of its election to assume the defense of the Indemnitee therein. The Indemnitee shall have the right to employ his its own legal counsel in any such ProceedingClaim, but the fees and expenses of all Expenses related to such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless Indemnitee’s own expense; provided, however, that if (i) the Indemnitee’s employment of its own legal counsel by the Indemnitee has been authorized by the Company; , (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Indemnitee shall have reasonably concluded that Company in the defense of such Claim, (iii) Indemnitee’s employment of its own counsel employed has been approved by the Company may not adequately represent the Indemnitee and shall have so informed the Company; Independent Counsel, or (iiiiv) the Company shall not in fact have employed counsel to assume the defense of such Claim within a reasonable period of time after notice from the Company to Indemnitee of its election to assume the defense of any such Claim, then Indemnitee shall be entitled to retain its own separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any such Proceeding, Claim) and all Expenses related to such counsel shall not in fact have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence. In each such case the fees and expenses of the Indemnitee’s separate counsel shall be advanced borne by the Company in accordance with this AgreementCompany.

Defense of Claims. The Company will be entitled to ----------------- participate, at its own expensethe expense of the Company, in any Proceeding of which it the Company has notice. The Company jointly with any other indemnifying party similarly notified of any Proceeding will be entitled to assume the defense of the Indemnitee therein, with counsel reasonably satisfactory to the Indemnitee; provided, however, that the Company shall not be entitled to assume the defense of the Indemnitee in any Proceeding if there has been a Change in Control or if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee with respect to such Proceeding. The Company will not be liable to the Indemnitee under this Agreement for any Expenses incurred by the Indemnitee in connection with the defense of any Proceeding, other than reasonable costs of investigation or as otherwise provided below, after notice from the Company to the Indemnitee of its election to assume the defense of the Indemnitee therein. The Indemnitee shall have the right to employ his or her own counsel in any such Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Company; (ii) the Indemnitee shall have reasonably concluded that counsel employed by the Company may not adequately represent the Indemnitee and shall have so informed the Company; or (iii) the Company shall not in fact have employed counsel to assume the defense of the Indemnitee in such Proceeding, Proceeding or such counsel shall not not, in fact fact, have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence. In ; and in each such case the fees and expenses of the Indemnitee’s 's counsel shall be advanced by the Company in accordance with this AgreementCompany.

Defense of Claims. The Company will shall be entitled to participate, participate in the defense of any Claim relating to an Indemnifiable Event at its own expenseexpense and, in any Proceeding except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of which it has notice. The Company jointly with any other indemnifying party similarly notified of any Proceeding will be entitled its election to assume the defense of the Indemnitee thereinany Confidential Treatment Requested by HS Spinco, with counsel reasonably satisfactory Inc. Pursuant to the Indemnitee; provided17 C.F.R. Section 200.83 such Claim, however, that the Company shall not be entitled to assume the defense of the Indemnitee in any Proceeding if there has been a Change in Control or if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee with respect to such Proceeding. The Company will not be liable to the Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by the Indemnitee in connection with the Indemnitee’s defense of any Proceeding, such Claim other than reasonable costs of investigation or as otherwise provided below, after notice from the Company to the Indemnitee of its election to assume the defense of the Indemnitee therein. The Indemnitee shall have the right to employ his its own legal counsel in any such ProceedingClaim, but the fees and expenses of all Expenses related to such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless Indemnitee’s own expense; provided, however, that if (i) the Indemnitee’s employment of its own legal counsel by the Indemnitee has been authorized by the Company; , (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Indemnitee shall have reasonably concluded that Company in the defense of such Claim, (iii) after a Change in Control, Indemnitee’s employment of its own counsel employed has been approved by the Company may not adequately represent the Indemnitee and shall have so informed the Company; Independent Counsel or (iiiiv) the Company shall not in fact have employed counsel to assume the defense of the such Claim, then Indemnitee shall be entitled to retain its own separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any such Proceeding, Claim) and all Expenses related to such counsel shall not in fact have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence. In each such case the fees and expenses of the Indemnitee’s separate counsel shall be advanced borne by the Company in accordance with this AgreementCompany.

Defense of Claims. The Company will be entitled to participate, ----------------- at its own expensethe expense of the Company, in any Proceeding of which it the Company has notice. The Company jointly with any other indemnifying party similarly notified of any Proceeding will be entitled to assume the defense of the Indemnitee therein, with counsel reasonably satisfactory to the Indemnitee; provided, however, that the Company shall not be entitled to assume the defense of the Indemnitee in any Proceeding if there has been a Change in Control or if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee with respect to such Proceeding. The Company will not be liable to the Indemnitee under this Agreement for any Expenses incurred by the Indemnitee in connection with the defense of any Proceeding, other than reasonable costs of investigation or as otherwise provided below, after notice from the Company to the Indemnitee of its election to assume the defense of the Indemnitee therein. The Indemnitee shall have the right to employ his or her own counsel in any such Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Company; (ii) the Indemnitee shall have reasonably concluded that counsel employed by the Company may not adequately represent the Indemnitee and shall have so informed the Company; or (iii) the Company shall not in fact have employed counsel to assume the defense of the Indemnitee in such Proceeding, Proceeding or such counsel shall not not, in fact fact, have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence. In ; and in each such case the fees and expenses of the Indemnitee’s 's counsel shall be advanced by the Company in accordance with this AgreementCompany.

Defense of Claims. The Company will be entitled to participate, at its own expensethe expense of the Company (and the Partnership as provided pursuant to Section IV.A. hereof), in any Proceeding of which it the Company has notice. The Company jointly with any other indemnifying party similarly notified of any Proceeding will be entitled to assume the defense of the Indemnitee therein, with counsel reasonably satisfactory to the Indemnitee; provided, however, that the Company shall not be entitled to assume the defense of the Indemnitee in any Proceeding if there has been a Change in Control or if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee with respect to such Proceeding. The Company and the Partnership will not be liable to the Indemnitee under this Agreement for any Expenses incurred by the Indemnitee in connection with the defense of any Proceeding, other than reasonable costs of investigation or as otherwise provided below, after notice from the Company to the Indemnitee of its election to assume the defense of the Indemnitee therein. The Indemnitee shall have the right to employ his or her own counsel in any such Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Company; (ii) the Indemnitee shall have reasonably concluded that counsel employed by the Company may not adequately represent the Indemnitee and shall have so informed the Company; or (iii) the Company shall not in fact have employed counsel to assume the defense of the Indemnitee in such Proceeding, Proceeding or such counsel shall not not, in fact fact, have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence. In ; and in each such case the fees and expenses of the Indemnitee’s 's counsel shall be advanced by the Company in accordance with this Agreementand the Partnership.

Defense of Claims. The Company will shall be entitled to participate, participate in the defense of any Claim relating to an Indemnifiable Event at its own expenseexpense and, in any Proceeding of which except as otherwise provided below, to the extent the Company so wishes, it has notice. The Company jointly with any other indemnifying party similarly notified of any Proceeding will be entitled to may assume the defense of the Indemnitee therein, thereof with counsel reasonably satisfactory to the Indemnitee; provided, however, that the Company shall not be entitled to assume the defense of the Indemnitee in any Proceeding if there has been a Change in Control or if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee with respect to such Proceeding. The Company will not be liable to the Indemnitee under this Agreement for any Expenses incurred by the Indemnitee in connection with the defense of any Proceeding, other than reasonable costs of investigation or as otherwise provided below, after After notice from the Company to the Indemnitee of its election to assume the defense of any such Claim and the identification of the counsel that the Company intends to retain to provide such defense, the Company shall not be liable to Indemnitee thereinunder this Agreement or otherwise for any Expenses subsequently directly incurred by Indemnitee in connection with Indemnitee's defense of such Claim other than (i) reasonable costs of investigation, (ii) reasonable costs incurred in connection with the exercise by Indemnitee of Indemnitee's right to determine (a) whether such counsel is reasonable satisfactory to Indemnitee, (b) whether any conflicts of interest may exist between Indemnitee and the Company in the defense of the Claim and/or (c) whether such counsel is adequately and effectively providing the defense of such Claim and acting in a competent manner, or (iii) as otherwise provided below. The Indemnitee shall have the right to employ his its own legal counsel in any such ProceedingClaim, but (except as provided in the fees and expenses of immediately preceding sentence or as otherwise provided below in this sentence) all Expenses related to such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless Indemnitee's own expense; provided, however, that if (i) the Indemnitee's employment of its own legal counsel by the Indemnitee has been authorized by the Company; , (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Indemnitee shall have reasonably concluded that Company in the defense of such Claim, (iii) after a Change in Control, Indemnitee's employment of its own counsel employed has been approved by the Company may not adequately represent the Indemnitee and shall have so informed the Company; or Independent Counsel, (iiiiv) the Company shall not in fact have employed counsel reasonably satisfactory to Indemnitee, to assume the defense of the Indemnitee in such Proceeding, Claim and/or such counsel shall fail to adequately or effectively provide the defense of such Claim or otherwise fail to act in a competent manner, or (v) the Company is in breach of its obligations under this Agreement, then Indemnitee shall be entitled to retain its own separate counsel (but not more than one law firm plus, if applicable, local counsel in fact have assumed respect of any such defense or Claim) and all Expenses related to such counsel shall not be acting, in connection therewith, with reasonable diligence. In each such case the fees and expenses of the Indemnitee’s separate counsel shall be advanced borne by the Company in accordance with this AgreementCompany.

Defense of Claims. The Company Corporation will be entitled to participate, participate at its own expense, expense in any Proceeding of which it has notice. The Company Corporation, jointly with any other indemnifying party similarly notified of any Proceeding Proceeding, will be entitled to assume the defense of the any Indemnitee therein, with counsel reasonably satisfactory to the such Indemnitee; providedPROVIDED, howeverHOWEVER, that the Company prior written consent of the Indemnitee shall not be entitled required for the Corporation to assume the defense of the an Indemnitee in any a Proceeding (i) if there has been a Change in Control in the Corporation, or (ii) if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company Corporation and the such Indemnitee, or between one Indemnitee and another, with respect to any Proceeding and has provided written notice thereof to the Corporation. After receipt of written notice from the Corporation to an Indemnitee of the Corporation's election to assume the defense of such Indemnitee in any Proceeding. The Company , the Corporation will not be liable to the such Indemnitee under this Agreement for any Expenses subsequently incurred by the such Indemnitee in connection with the defense of any Proceedingthereof, other than reasonable costs of investigation or as otherwise provided below, after notice from the Company to the Indemnitee of its election to assume the defense of the Indemnitee therein. The An Indemnitee shall have the right to employ his own counsel in any such Proceeding, but the fees and expenses of such counsel incurred after receipt of written notice from the Company Corporation of its assumption of the defense thereof shall be at the expense of the such Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Company; (ii) the Indemnitee shall have reasonably concluded that counsel employed by the Company may not adequately represent the Indemnitee and shall have so informed the Company; or (iii) the Company shall not in fact have employed counsel to assume the defense of the Indemnitee in such Proceeding, such counsel shall not in fact have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence. In each such case the fees and expenses of the Indemnitee’s counsel shall be advanced by the Company in accordance with this Agreement.unless:

Defense of Claims. The Company will shall be entitled to participate, at its own expense, participate in any Proceeding of which it has notice. The Company jointly with any other indemnifying party similarly notified the defense of any Proceeding will be entitled Indemnifiable Claim or to assume the defense of the Indemnitee thereinthereof, with counsel reasonably satisfactory to the Indemnitee; providedprovided that if Indemnitee reasonably believes, howeverafter consultation with counsel selected by Indemnitee, that (a) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (b) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall reasonably conclude that there may be one or more legal defenses available to him that are different from or in addition to those available to the Company, or (c) any such representation by such counsel would be precluded under the then-applicable standards of professional conduct, then Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Indemnifiable Claim) at the Company’s expense. The Company shall not be entitled to assume the defense of the Indemnitee in any Proceeding if there has been a Change in Control or if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee with respect to such Proceeding. The Company will not be liable to the Indemnitee under this Agreement for any Expenses incurred by the Indemnitee amounts paid in connection with the defense settlement of any Proceedingthreatened or pending Indemnifiable Claim effected without the Company’s prior written consent. The Company shall not, other than reasonable costs without the prior written consent of investigation Indemnitee, effect any settlement of any threatened or as otherwise provided below, after notice pending Indemnifiable Claim to which Indemnitee is or could have been a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of Indemnitee from all liability on any claims that are the subject matter of such Indemnifiable Claim. Neither the Company to the Indemnitee of its election to assume the defense of the Indemnitee therein. The nor Indemnitee shall have the right unreasonably withhold its consent to employ his own counsel in any such Proceeding, but the fees proposed settlement; provided that Indemnitee may withhold consent to any settlement that does not provide a complete and expenses unconditional release of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Company; (ii) the Indemnitee shall have reasonably concluded that counsel employed by the Company may not adequately represent the Indemnitee and shall have so informed the Company; or (iii) the Company shall not in fact have employed counsel to assume the defense of the Indemnitee in such Proceeding, such counsel shall not in fact have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence. In each such case the fees and expenses of the Indemnitee’s counsel shall be advanced by the Company in accordance with this Agreement.

Defense of Claims. The Company will be entitled to participate, at its own expense, in any Proceeding of which it has notice. The Company jointly with any other indemnifying party similarly notified of any Proceeding will be entitled to assume the defense of the Indemnitee therein, with counsel reasonably satisfactory to the Indemnitee, upon delivery of written notice to Indemnitee of its election to do so; provided, however, that the Company shall not be entitled to assume the defense of the Indemnitee in any Proceeding if there has been a Change in Control or if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee with respect to such Proceeding. The After notice from the Company to Indemnitee of its election to assume the defense of Indemnitee and the retention by the Company of counsel reasonably satisfactory to Indemnitee, the Company will not be liable to the Indemnitee under this Agreement for any Expenses incurred thereafter by the Indemnitee in connection with the defense of any Proceeding, other than reasonable costs of investigation or as otherwise provided below. Notwithstanding the foregoing, after notice from the Company to the Indemnitee of its election to assume the defense of the Indemnitee therein. The Indemnitee shall have the right to employ his own counsel in any such Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless Proceeding if (i) the employment of counsel by the Indemnitee has been authorized by the Company; (ii) the Indemnitee shall have reasonably concluded that counsel employed by the Company may not adequately represent the Indemnitee and shall have so informed the Company; or (iii) the Company shall not in fact have employed counsel to assume the defense of the Indemnitee in such ProceedingProceeding or the counsel employed by the Company shall not, such counsel shall not in fact fact, have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence. In ; and in each such case the fees and expenses of the Indemnitee’s 's counsel shall be an Expense under this Agreement and shall therefore be advanced by the Company in accordance with this Agreement. If Indemnitee employs his own counsel pursuant to the prior sentence, Indemnitee shall use good faith efforts to utilize the same counsel as other similarly situated officers and directors of the Company who have similar interests and defenses in a Proceeding unless Indemnitee shall have reasonably concluded that counsel employed by other officers and directors may not adequately represent Indemnitee.

Defense of Claims. The Company will shall be entitled to participate, participate in the defense of any Claim relating to an Indemnifiable Event at its own expenseexpense and, in any Proceeding of which except as otherwise provided below, to the extent the Company so wishes, it has notice. The Company may assume the defense thereof, solely or jointly with any other indemnifying party similarly notified of any Proceeding will be entitled to assume the defense of the Indemnitee thereinparty, with counsel reasonably satisfactory to Indemnitee. After notice from the Indemnitee; providedCompany to Indemnitee of its election to assume the defense of any such Claim, however, that the Company shall not be entitled to assume the defense of the Indemnitee in any Proceeding if there has been a Change in Control or if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee with respect to such Proceeding. The Company will not be liable to the Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by the Indemnitee in connection with the Indemnitee's defense of any Proceeding, such Claim other than reasonable costs of investigation or as otherwise provided below, after notice from the Company to the Indemnitee of its election to assume the defense of the Indemnitee therein. The Indemnitee shall have the right to employ his its own legal counsel in any such ProceedingClaim, but the fees and expenses of all Expenses related to such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless Indemnitee's own expense; provided, however, that if (i) the Indemnitee's employment of its own legal counsel by the Indemnitee has been authorized by the Company; , (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Indemnitee shall have reasonably concluded that Company in the defense of such Claim, (iii) after a Change in Control, Indemnitee's employment of its own counsel employed has been approved by the Company may not adequately represent the Indemnitee and shall have so informed the Company; Independent Counsel, or (iiiiv) the Company shall not in fact have employed counsel to assume the defense of such Claim within a reasonable period of time after notice from the Company to Indemnitee of its election to assume the defense of any such Claim, then Indemnitee shall be entitled to retain its own separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any such Proceeding, Claim) and all Expenses related to such counsel shall not in fact have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence. In each such case the fees and expenses of the Indemnitee’s separate counsel shall be advanced borne by the Company in accordance with this AgreementCompany.

Defense of Claims. The Except for any Indemnifiable Claim asserted by or in the right of the Company will (as to which Indemnitee shall be entitled to participateexclusively control the defense), at its own expensethe Company shall be entitled to participate in the defense of any Indemnifiable Claim or, in any Proceeding of which it has notice. The Company jointly with any other indemnifying party similarly notified of any Proceeding will be entitled notified, to assume the defense of the Indemnitee thereinthereof, with counsel reasonably satisfactory to Indemnitee. The Company’s participation in the defense of any Indemnifiable Claim of which the Company has not assumed the defense will not in any manner affect the rights of Indemnitee under this Agreement, including Indemnitee’s right to control the defense of such Indemnifiable Claims. With respect to the period (if any) commencing at the time at which the Company notifies Indemnitee that the Company has assumed the defense of any Indemnifiable Claim and continuing for so long as the Company shall be using its reasonable best efforts to provide an effective defense of such Indemnifiable Claim, the Company shall have the right to control the defense of such Indemnifiable Claim and shall have no obligation under this Agreement in respect of any attorneys’ or experts’ fees or expenses or any other costs or expenses paid or incurred by Indemnitee in connection with defending such Indemnifiable Claim (other than such costs and expenses actually and reasonably paid or incurred by Indemnitee in connection with any cooperation in the Company’s defense of such Indemnifiable Claim or other action undertaken by Indemnitee at the request of the Company or with the consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed)); providedprovided that if Indemnitee believes, howeverafter consultation with counsel selected by Xxxxxxxxxx, that (a) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (b) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company, or (c) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then Indemnitee shall be entitled to retain and use the services of separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Indemnifiable Claim) at the Company’s expense. Nothing in this Agreement shall limit Indemnitee’s right to retain or use his or her own counsel at his or her own expense in connection with any Indemnifiable Claim; provided that in all events Indemnitee shall not unreasonably interfere with the conduct of the defense by the Company of any Indemnifiable Claim that the Company shall not be entitled to assume the defense have assumed and of the Indemnitee in any Proceeding if there has been a Change in Control or if the Indemnitee has reasonably concluded that there may be a conflict of interest between which the Company and the Indemnitee with respect shall be using its reasonable best efforts to such Proceedingprovide an effective defense. The Company will shall not be liable to the Indemnitee under this Agreement for any Expenses incurred by the Indemnitee amounts paid in connection with the defense settlement of any Proceedingthreatened or pending Indemnifiable Claim effected without the Company’s prior written consent. The Company shall not, other than reasonable costs without the prior written consent of investigation Indemnitee, effect any settlement of any threatened or as otherwise provided belowpending Indemnifiable Claim to which Indemnitee is, after notice or could have been, a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of Indemnitee from all liability on any claims that are the subject matter of such Indemnifiable Claim. Neither the Company to the Indemnitee of its election to assume the defense of the Indemnitee therein. The nor Indemnitee shall have the right unreasonably withhold, condition or delay its consent to employ his own counsel in any such Proceeding, but the fees proposed settlement; provided that Indemnitee may withhold consent to any settlement that does not provide a complete and expenses unconditional release of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Company; (ii) the Indemnitee shall have reasonably concluded that counsel employed by the Company may not adequately represent the Indemnitee and shall have so informed the Company; or (iii) the Company shall not in fact have employed counsel to assume the defense of the Indemnitee in such Proceeding, such counsel shall not in fact have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence. In each such case the fees and expenses of the Indemnitee’s counsel shall be advanced by the Company in accordance with this Agreement.