Common use of Selection of Counsel Clause in Contracts

Selection of Counsel. The Company may assume the defense of any claim or proceeding for which indemnification is sought by the Indemnitee with counsel approved by Indemnitee, provided that Indemnitee may not unreasonably withhold approval, so long as the Company notifies the Indemnitee of Company's election within a reasonable time of receiving notice of the claim or proceeding. If the Indemnitee approves exercise of the Company's rights hereunder, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that: (i) Indemnitee shall have the right to employ his or her own counsel in any such proceeding at Indemnitee's expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee's counsel shall be paid by the Company.

Selection of Counsel. The In the event the Company may shall be obligated hereunder to pay the Expenses of any Claim the Company, if appropriate, shall be entitled to assume the defense of any claim or proceeding for which indemnification is sought by the Indemnitee such Claim with counsel approved by Indemnitee, provided that Indemnitee may (not to be unreasonably withhold approval, so long as withheld) upon the Company notifies the delivery to Indemnitee of Company's election within a reasonable time of receiving written notice of the claim or proceeding. If the Indemnitee approves exercise of the Company's rights hereunderelection so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, Claim; provided that: , (i) Indemnitee shall have the right to employ his or her own Indemnitee's separate counsel in any such proceeding Claim at Indemnitee's expense; expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingClaim, then the fees and expenses of Indemnitee's separate counsel shall be paid by at the expense of the Company.

Selection of Counsel. The In the event the Company may shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of any claim or proceeding for which indemnification is sought by the Indemnitee such Claim with counsel approved by Indemnitee, provided that Indemnitee may which approval shall not be unreasonably withhold approvalwithheld, so long as upon the Company notifies the delivery to Indemnitee of Company's election within a reasonable time of receiving written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the claim or proceeding. If the Indemnitee approves exercise retention of such counsel by the Company's rights hereunder, 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, Claim; provided that: , (i) Indemnitee shall have the right to employ his or her own Indemnitee’s counsel in any such proceeding Claim at Indemnitee's expense; ’s expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingClaim, then the fees and expenses of Indemnitee's ’s counsel shall be paid by at the expense of the Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim against Indemnitee without the consent of the Indemnitee.

Selection of Counsel. The In the event the Company may shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of any claim or proceeding for which indemnification is sought by the Indemnitee such Claim, with counsel approved by the applicable Indemnitee, provided that upon the delivery to such Indemnitee may not unreasonably withhold approvalof written notice of its election to do so. After delivery of such notice, so long as the Company notifies approval of such counsel by the Indemnitee and the retention of Company's election within a reasonable time of receiving notice of the claim or proceeding. If the Indemnitee approves exercise of such counsel by the Company's rights hereunder, the Company will not be liable to such Indemnitee under this Agreement for any fees of counsel subsequently incurred by such Indemnitee with respect to the same proceeding, Claim; provided that: , (i) the Indemnitee shall have the right to employ his or her own such Indemnitee’s counsel in any such proceeding Claim at the Indemnitee's expense; ’s expense and (ii) if (A) the employment of counsel by the Indemnitee has been previously authorized by the Company, (B) such Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and such Indemnitee in the conduct of any such defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingClaim, then the fees and expenses of the Indemnitee's ’s counsel shall be paid by at the expense of the Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including, without limitation, the right to settle any claim against any Indemnitee without the consent of such Indemnitee.

Selection of Counsel. The In the event the Company may shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of any claim or proceeding for which indemnification is sought such Claim, with counsel reasonably approved by the applicable Indemnitee, upon the delivery to such Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee with and the retention of such counsel approved by Indemnitee, provided that Indemnitee may not unreasonably withhold approval, so long as the Company notifies the Indemnitee of Company's election within a reasonable time of receiving notice of the claim or proceeding. If the Indemnitee approves exercise of the Company's rights hereunder, the Company will not be liable to such Indemnitee under this Agreement for any fees of counsel subsequently incurred by such Indemnitee with respect to the same proceeding, Claim; provided that: , (i) the Indemnitee shall have the right to employ his or her own such Indemnitee’s counsel in any such proceeding Claim at the Indemnitee's ’s expense; (ii) the Indemnitee shall have the right to employ its own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (iiiii) if (A) the employment of counsel by the Indemnitee has been previously authorized by the Company, (B) such Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and such Indemnitee in the conduct of any such defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingClaim, then the fees and expenses of the Indemnitee's ’s counsel shall be paid by at the expense of the Company.

Selection of Counsel. The In the event the Company may shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of any claim or proceeding for which indemnification is sought by the Indemnitee such Claim, with counsel approved by Indemnitee, provided that Indemnitee may not unreasonably withhold approval, so long as the Company notifies the Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of Company's election within a reasonable time of receiving written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the claim or proceeding. If the Indemnitee approves exercise retention of such counsel by the Company's rights hereunder, 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, Claim; provided that: that (i) Indemnitee shall have the right to employ his or her own Indemnitee's counsel in any such proceeding Claim at Indemnitee's expense; expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingClaim, then the fees and expenses of Indemnitee's counsel shall be paid by at the expense of the Company.

Selection of Counsel. The In the event the Company may shall be obligated hereunder to pay the Expenses of any Claim the Company, if appropriate, shall be entitled to assume the defense of any claim or proceeding for which indemnification is sought by the Indemnitee such Claim with counsel approved by Indemnitee, provided that Indemnitee may not unreasonably withhold approval, so long as upon the Company notifies the delivery to Indemnitee of Company's election within a reasonable time of receiving written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the claim or proceeding. If the Indemnitee approves exercise retention of such counsel by the Company's rights hereunder, 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, Claim; provided that: , (i) Indemnitee shall have the right to employ his or her own Indemnitee's counsel in any such proceeding Claim at Indemnitee's expense; expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingClaim, then the fees and expenses of Indemnitee's counsel shall be paid by at the expense of the Company.

Selection of Counsel. The In the event the Company may shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of any claim or proceeding for which indemnification is sought by the Indemnitee such Claim with counsel approved by Indemnitee, provided that Indemnitee may which approval shall not be unreasonably withhold approvalwithheld, so long as upon the Company notifies the delivery to Indemnitee of Company's election within a reasonable time of receiving written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the claim or proceeding. If the Indemnitee approves exercise retention of such counsel by the Company's rights hereunder, 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, Claim; provided that: , (i) Indemnitee shall have the right to employ his or her own Indemnitees’ counsel in any such proceeding Claim at Indemnitee's expense; Indemnitee expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingClaim, then the fees and expenses of Indemnitee's Indemnitee counsel shall be paid by at the expense of the Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim against Indemnitee without the consent of the Indemnitee.

Selection of Counsel. The In the event the Company may shall be obligated hereunder to pay the Expenses of any Claim the Company, if appropriate, shall be entitled to assume the defense of any claim or proceeding for which indemnification is sought by the Indemnitee such Claim with counsel approved by Indemnitee, provided that Indemnitee may (not to be unreasonably withhold approval, so long as withheld) upon the Company notifies the delivery to Indemnitee of Company's election within a reasonable time of receiving written notice of the claim or proceedingCompany’s election so to do. If After delivery of such notice, approval of such counsel by Indemnitee and the Indemnitee approves exercise retention of such counsel by the Company's rights hereunder, 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, Claim; provided that: , (i) Indemnitee shall have the right to employ his or her own Indemnitee’s separate counsel in any such proceeding Claim at Indemnitee's expense; ’s own expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingClaim, then the fees and expenses of Indemnitee's ’s separate counsel shall be paid by the Companyconsidered an Expense.

Selection of Counsel. The In the event the Company may shall be obligated -------------------- hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of any claim or proceeding for which indemnification is sought by the Indemnitee such Claim with counsel approved by Indemnitee, provided that Indemnitee may which approval shall not be unreasonably withhold approvalwithheld, so long as upon the Company notifies the delivery to Indemnitee of Company's election within a reasonable time of receiving written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the claim or proceeding. If the Indemnitee approves exercise retention of such counsel by the Company's rights hereunder, 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, Claim; provided that: , (i) Indemnitee shall have the right to employ his or her own Indemnitees' counsel in any such proceeding Claim at Indemnitee's expense; Indemnitee expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingClaim, then the fees and expenses of Indemnitee's Indemnitee counsel shall be paid by at the expense of the Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim against Indemnitee without the consent of the Indemnitee.

Selection of Counsel. The In the event the Company may shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of any claim or proceeding for which indemnification is sought by the Indemnitee such Claim with counsel approved by Indemnitee, provided that Indemnitee may which approval shall not be unreasonably withhold approvalwithheld, so long as upon the Company notifies the delivery to Indemnitee of Company's election within a reasonable time of receiving written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the claim or proceeding. If the Indemnitee approves exercise retention of such counsel by the Company's rights hereunder, 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 proceedingClaim. Notwithstanding the Company's assumption of the defense of any Claim, provided that: (i) Indemnitee the Company shall have be obligated to pay the right to employ his or her own counsel in Expenses of any such proceeding at Indemnitee's expense; and (ii) Claim if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee the Company shall have reasonably concluded that there may be is a conflict of interest between the Company and Indemnitee in the conduct of any such defensedefense such that Indemnitee needs to be separately represented, or (C) the Company shall not, in fact, have employed not continue to retain counsel to assume the defense of defend such proceedingClaim, then the fees and expenses of Indemnitee's counsel retained by Indemnitee shall be paid by at the expense of the Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any Claim against Indemnitee without the consent of the Indemnitee.

Selection of Counsel. The In the event the Company may shall be obligated under Section 2(b) hereof to pay the Expenses of any proceeding against Indemnitee, the Company, unless the Indemnitee determines that a conflict of interest exists between the Indemnitee and the Company with respect to a particular Claim, shall be entitled to assume the defense of any claim or proceeding for which indemnification is sought by the Indemnitee such proceeding, with counsel approved by Indemnitee, provided that Indemnitee may which approval shall not be unreasonably withhold approvalwithheld, so long as upon the Company notifies the delivery to Indemnitee of Company's election within a reasonable time of receiving written notice of its election to do so and of written notice that it is so obligated. After delivery of such notice, approval of such counsel by Indemnitee and the claim or proceeding. If the Indemnitee approves exercise retention of such counsel by the Company's rights hereunder, the Company will be not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that: that (i) Indemnitee shall have the right to employ his or her own separate counsel in any such proceeding in addition to or in place of any counsel retained by the Company on behalf of Indemnitee at Indemnitee's ’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, defense or (C) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee's ’s counsel shall be paid by at the expense of the Company.

Selection of Counsel. The In the event the Company may shall be obligated under Section 2(a) hereof to pay the expenses of any proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of any claim or proceeding for which indemnification is sought by the Indemnitee such proceeding, with counsel approved in writing by Indemnitee, provided that Indemnitee may which approval shall not be unreasonably withhold approvalwithheld, so long as upon the Company notifies the delivery to Indemnitee of Company's election within a reasonable time of receiving written notice of its election so to do. After delivery of such notice, written approval of such counsel by Indemnitee and the claim or proceeding. If the Indemnitee approves exercise retention of such counsel by the Company's rights hereunder, 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 proceedingproceeding (other than the fees of Indemnitee’s counsel in connection with transitioning the defense of such proceeding to counsel employed by the Company), provided that: that (i) Indemnitee shall have the right to employ his or her own counsel in any such proceeding at Indemnitee's ’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, defense or (C) the Company shall not, in fact, have employed or shall have ceased to employ counsel to assume in the defense of such proceeding, then the fees and expenses of Indemnitee's ’s counsel shall be paid by at the expense of the Company. Neither the Company nor the Indemnitee will settle any matter the subject of this Agreement without the written consent of the other, which will not be unreasonably withheld.

Selection of Counsel. The In the event the Company may shall be obligated -------------------- hereunder to pay the Expenses of any Claim the Company, if appropriate, shall be entitled to assume the defense of any claim or proceeding for which indemnification is sought by the Indemnitee such Claim with counsel approved by Indemnitee, provided that Indemnitee may (not to be unreasonably withhold approval, so long as withheld) upon the Company notifies the delivery to Indemnitee of Company's election within a reasonable time of receiving written notice of the claim or proceeding. If the Indemnitee approves exercise of the Company's rights hereunderelection so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, Claim; provided that: , (i) Indemnitee shall have the right to employ his or her own Indemnitee's separate counsel in any such proceeding Claim at Indemnitee's expense; expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingClaim, then the fees and expenses of Indemnitee's separate counsel shall be paid by at the expense of the Company.

Selection of Counsel. The In the event the Company may shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of any claim or proceeding for which indemnification is sought by the Indemnitee such Claim with counsel approved by Indemnitee, provided that Indemnitee may which approval shall not be unreasonably withhold approvalwithheld, so long as upon the Company notifies the delivery to Indemnitee of Company's election within a reasonable time of receiving written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the claim or proceeding. If the Indemnitee approves exercise retention of such counsel by the Company's rights hereunder, 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, Claim; provided that: , (i) Indemnitee shall have the right to employ his or her own Indemnitee’s counsel in any such proceeding Claim at Indemnitee's expense; ’s expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingClaim, then the fees and expenses of Indemnitee's ’s counsel shall be paid by at the expense of the Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim against Indemnitee without the consent of the Indemnitee, provided, however, that the Company shall not settle any Claim requiring the admission of guilt or responsibility by Indemnitee without Indemnitee’s prior written consent, such consent to not be unreasonably withheld.

Selection of Counsel. The In the event the Company may shall be obligated under Section 3(a) hereof to pay the expenses of any Proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of any claim or proceeding for which indemnification is sought by the Indemnitee such Proceeding at its own expense, with counsel approved by Indemnitee, provided that Indemnitee may not unreasonably withhold approval, so long as upon the Company notifies the delivery to Indemnitee of Company's election within a reasonable time of receiving written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the claim or proceeding. If the Indemnitee approves exercise retention of such counsel by the Company's rights hereunder, 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 proceedingProceeding, provided that: that (i) Indemnitee shall have the right to employ his or her own counsel in any such proceeding Proceeding at Indemnitee's ’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, defense or (C) the Company shall not, in fact, have employed counsel to assume the defense of such proceedingProceeding, then the fees and expenses of Indemnitee's ’s counsel shall be paid by at the expense of the Company. The Company shall not settle any Proceeding in any manner that would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Company nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Selection of Counsel. The In the event the Company may shall be obligated hereunder to pay the Expenses of a Proceeding, the Company shall be entitled to assume the defense of any claim or proceeding for which indemnification is sought by the Indemnitee such Proceeding with counsel approved by Indemnitee, provided that Indemnitee may which approval shall not be unreasonably withhold approvalwithheld or delayed, so long as upon the Company notifies the delivery to Indemnitee of Company's election within a reasonable time of receiving written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the claim or proceeding. If the Indemnitee approves exercise retention of such counsel by the Company's rights hereunder, 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, Proceeding; provided that: that (i) Indemnitee shall have the right to employ his or her own Indemnitee’s counsel in any such proceeding Proceeding at Indemnitee's expense; ’s expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingProceeding, then the fees and expenses of Indemnitee's ’s counsel shall be paid by at the expense of the Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, provided that the Company has the right to settle any claim against Indemnitee only with the consent of Indemnitee, which shall not be unreasonably withheld or delayed.

Selection of Counsel. The Company may Corporation shall be entitled to assume the defense of any claim or proceeding for with respect to which indemnification it is sought obligated to advance expenses pursuant to Section 3.1, with counsel reasonably satisfactory to Indemnitee, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Indemnitee with counsel approved by Indemnitee, provided that Indemnitee may not unreasonably withhold approval, so long as the Company notifies the Indemnitee of Company's election within a reasonable time of receiving notice of the claim or proceeding. If the Indemnitee approves exercise of the Company's rights hereunderCorporation, the Company Corporation will not be liable to Indemnitee under this Agreement for any advance counsel fees of counsel subsequently incurred by to Indemnitee with respect to the same proceeding, provided that: that (i) Indemnitee shall have the right to employ his or her own counsel in any such proceeding at Indemnitee's ’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the CompanyCorporation, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company Corporation and Indemnitee in the conduct of any such defense, or (C) Indemnitee shall have reasonably concluded that the Company Corporation is not diligently pursuing the defense of the proceeding, or (D) the Corporation shall not, in fact, have employed counsel to assume the defense of such the proceeding, then the fees and expenses of Indemnitee's ’s counsel shall be paid at the expense of the Corporation. In the event separate counsel is retained by Indemnitee pursuant to this Section 3.4(c), the CompanyCorporation shall cooperate with Indemnitee and such separate counsel in the defense of the proceeding, including making documents, witnesses and other reasonable information related to the defense available to Indemnitee and such separate counsel and entering into joint defense and confidentiality agreements, as appropriate.

Selection of Counsel. The If the Company may shall be obligated under Section 1(a) or (b) hereof to pay Expenses of Indemnitee, the Company shall be entitled to assume the defense of any claim or proceeding for which indemnification is sought by the Indemnitee such Proceeding, with counsel approved by Indemnitee, provided that Indemnitee may (who shall not unreasonably withhold such approval), so long as upon the Company notifies the delivery to Indemnitee of Company's election within a reasonable time of receiving written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the claim or proceeding. If the Indemnitee approves exercise retention of such counsel by the Company's rights hereunder, 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 proceedingProceeding, provided that: , (i) Indemnitee shall have the right to employ his or her own counsel in any such proceeding at Indemnitee's ’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized in writing by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defensedefense and shall have notified the Company in writing thereof, (C) 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 retained by the Company in the same Proceeding and shall have notified the Company in writing thereof, or (CD) the Company shall not, in fact, have employed counsel to assume the defense of such proceedingProceeding within a reasonable time frame, then the reasonable fees and expenses of Indemnitee's ’s counsel shall be paid by at the expense of the Company.

Selection of Counsel. The If the Company may is obligated to indemnify Indemnitee for Expenses with respect to a Covered Proceeding (other than a Proceeding that is brought by Indemnitee (x) against the Company or any of its directors or officers or (y) to enforce Indemnitee’s rights under this Agreement), the Company shall be entitled to assume the defense of any claim or proceeding for which indemnification is sought by the Indemnitee such Covered Proceeding, with counsel approved by IndemniteeIndemnitee (whose approval shall not be unreasonably withheld or delayed), provided that Indemnitee may not unreasonably withhold approval, so long as upon the Company notifies the delivery to Indemnitee of Company's election within a reasonable time of receiving written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the claim or proceeding. If the Indemnitee approves exercise retention of such counsel by the Company's rights hereunder, 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, Covered Proceeding; provided that: that (ia) Indemnitee shall have the right to employ his or her own separate counsel in any such proceeding Covered Proceeding at Indemnitee's expense; ’s expense and (iib) if (Ai) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (Bii) Indemnitee shall have has reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, defense or (Ciii) the Company shall does not, in fact, have employed employ counsel to assume the defense of such proceedingCovered Proceeding, then then, in each such case, the fees and expenses Expenses of Indemnitee's ’s separate counsel shall be paid by the Companysubject to indemnification under this Agreement.

Selection of Counsel. The In the event the Company may shall be obligated hereunder to pay the Expenses of any Claim, the Company, if appropriate, shall be entitled to assume the defense of any claim or proceeding for which indemnification is sought by the Indemnitee such Claim with counsel approved by Indemnitee, provided that Indemnitee may (not to be unreasonably withhold approval, so long as withheld) upon the Company notifies the delivery to Indemnitee of Company's election within a reasonable time of receiving written notice of the claim or proceeding. If the Indemnitee approves exercise of the Company's rights hereunderelection so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, Claim; provided that: , (i) Indemnitee shall have the right to employ his or her own Indemnitee's separate counsel in any such proceeding Claim at Indemnitee's expense; expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingClaim, then the fees and expenses of Indemnitee's separate counsel shall be paid by at the expense of the Company.

Selection of Counsel. The In the event the Company may shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of any claim or proceeding for which indemnification is sought by the Indemnitee such Claim with counsel approved by Indemnitee, provided that Indemnitee may which approval shall not be unreasonably withhold approvalwithheld, so long as upon the Company notifies the delivery to Indemnitee of Company's election within a reasonable time of receiving written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the claim or proceeding. If the Indemnitee approves exercise retention of such counsel by the Company's rights hereunder, the Company will not be liable to Indemnitee under this Agreement for any fees of separate counsel subsequently incurred by Indemnitee with respect to the same proceeding, Claim; provided that: , (i) Indemnitee shall have the right to employ his or her own Indemnitee's counsel in any such proceeding Claim at Indemnitee's expense; expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingClaim, then the fees and expenses of Indemnitee's counsel shall be paid by at the expense of the Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim against Indemnitee without the consent of the Indemnitee.

Selection of Counsel. The In the event the Company may shall be obligated under Section 1(a) or (b) hereof to pay the expenses of any Proceeding against Indemnitee, the Company shall be entitled to assume the defense of any claim or proceeding for which indemnification is sought by the Indemnitee such Proceeding, with counsel approved by Indemnitee, provided that Indemnitee may (who shall not unreasonably withhold such approval), so long as upon the Company notifies the delivery to Indemnitee of Company's election within a reasonable time of receiving written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the claim or proceeding. If the Indemnitee approves exercise retention of such counsel by the Company's rights hereunder, 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 proceedingProceeding, provided that: PROVIDED, THAT, (i) Indemnitee shall have the right to employ his or her own counsel in any such proceeding at Indemnitee's expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized in writing by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defensedefense and shall have notified the company in writing thereof, (C) 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 retained by the Company in the same proceeding and shall have notified the Company in writing thereof, or (CD) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee's counsel shall be paid by at the expense of the Company.

Selection of Counsel. The In the event the Company may shall be obligated hereunder to pay the Expenses of any Claim, the Company, if appropriate, shall be entitled to assume the defense of any claim or proceeding for which indemnification is sought by the Indemnitee such Claim with counsel approved by Indemnitee, provided that Indemnitee may not unreasonably withhold approval, so long as upon the Company notifies the delivery to Indemnitee of Company's election within a reasonable time of receiving written notice of the claim or proceedingCompany’s election so to do. If After delivery of such notice, approval of such counsel by Indemnitee and the Indemnitee approves exercise retention of such counsel by the Company's rights hereunder, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently incurred employed by or on behalf of Indemnitee with respect to the same proceeding, Claim; provided that: , (i) Indemnitee shall have the right to employ his or her own Indemnitee’s separate counsel in any such proceeding Claim at Indemnitee's ’s expense; (ii) Indemnitee shall have the right to employ its own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (iiiii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingClaim, then the fees and expenses of Indemnitee's ’s separate counsel shall be paid by at the expense of the Company.

Selection of Counsel. The In the event the Company may shall be obligated hereunder to pay the Expenses of any Claim the Company, if appropriate, shall be entitled to assume the defense of any claim or proceeding for which indemnification is sought by the Indemnitee such Claim with counsel approved by Indemnitee, provided that Indemnitee may (not to be unreasonably withhold approval, so long as withheld) upon the Company notifies the delivery to Indemnitee of Company's election within a reasonable time of receiving written notice of the claim or proceedingCompany’s election so to do. If After delivery of such notice, approval of such counsel by Indemnitee and the Indemnitee approves exercise retention of such counsel by the Company's rights hereunder, 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, Claim; provided that: , (i) Indemnitee shall have the right to employ his or her own Indemnitee’s separate counsel in any such proceeding Claim at Indemnitee's expense; ’s Expense, and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingClaim, then the fees and expenses Expenses of Indemnitee's ’s separate counsel shall be paid by at the Expense of the Company.

Selection of Counsel. The In the event the Company may shall be obligated hereunder to pay the Expenses of any Claim the Company, if appropriate, shall be entitled to assume the defense of any claim or proceeding for which indemnification is sought by the Indemnitee such Claim with counsel approved by Indemnitee, provided that Indemnitee may (not to be unreasonably withhold approval, so long as withheld) upon the Company notifies the delivery to Indemnitee of Company's election within a reasonable time of receiving written notice of the claim or proceeding. If the Indemnitee approves exercise of the Company's rights hereunderelection so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, Claim; provided that: , (i) Indemnitee shall have the right to employ his or her own Indemnitee's separate counsel in any such proceeding Claim at Indemnitee's expense; Expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingClaim, then the fees and expenses Expenses of Indemnitee's separate counsel shall be paid by at the Expense of the Company.

Selection of Counsel. The In the event the Company may shall be obligated -------------------- hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of any claim or proceeding for which indemnification is sought by the Indemnitee such Claim with counsel approved by Indemnitee, provided that Indemnitee may which approval shall not be unreasonably withhold approvalwithheld, so long as upon the Company notifies the delivery to Indemnitee of Company's election within a reasonable time of receiving written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the claim or proceeding. If the Indemnitee approves exercise retention of such counsel by the Company's rights hereunder, 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, Claim; provided that: , (i) Indemnitee shall have the right to employ his or her own Indemnitees' counsel in any such proceeding Claim at Indemnitee's expense; Indemnitee expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingClaim, then the fees and expenses of Indemnitee's Indemnitee counsel shall be paid by at the expense of the Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim against Indemnitee without the consent of the Indemnitee provided the Company holds the Indemnitee harmless in connection with any such settlement.

Selection of Counsel. The In the event the Company may shall be obligated under Section 2(a) hereof to pay the expenses of any proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of any claim or proceeding for which indemnification is sought by the Indemnitee such proceeding, with counsel approved by Indemnitee, provided that which approval shall not be reasonably withheld, upon the delivery to Indemnitee may not unreasonably withhold approvalof written notice of its election so to do. Notwithstanding the foregoing, so long as the Company notifies shall not be permitted to settle any action or claim on behalf of Indemnitee in any manner which would require any acknowledgment of wrongdoing on the part of Indemnitee without Indemnitee's written consent, which consent shall not be unreasonably withheld. After delivery of Company's election within a reasonable time such notice, approval of receiving notice such counsel by Indemnitee and the retention of the claim or proceeding. If the Indemnitee approves exercise of such counsel by the Company's rights hereunder, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that: that (i) Indemnitee shall have the right to employ his or her own counsel in any such proceeding at Indemnitee's expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee's counsel shall be paid by at the expense of the Company.

Selection of Counsel. The In the event the Company may shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of any claim or proceeding for which indemnification is sought by the Indemnitee such Claim with counsel approved by Indemnitee, provided that Indemnitee may which approval shall not be unreasonably withhold approvalwithheld, so long as upon the Company notifies the delivery to Indemnitee of Company's election within a reasonable time of receiving written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the claim or proceeding. If the Indemnitee approves exercise retention of such counsel by the Company's rights hereunder, 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, Claim; provided that: , (i) Indemnitee shall have the right to employ his or her own Indemnitee's counsel in any such proceeding Claim at Indemnitee's expense; expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingClaim, then the fees and expenses of Indemnitee's counsel shall be paid by at the expense of the Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim against Indemnitee without the consent of the Indemnitee so long as in the case of the settlement (i) the Company has the financial ability to satisfy any monetary obligation involving Indemnitee under such settlement and (ii) the settlement does not impose injunctive type relief on the activities of Indemnitee. In all events, Indemnitee will not unreasonably withhold its consent to any settlement.

Selection of Counsel. The Company may In the event the Corporation shall be obligated hereunder to pay the Expenses of any Claim, the Corporation shall be entitled to assume the defense of any claim or proceeding for which indemnification is sought by the Indemnitee such Claim with counsel approved by Indemnitee, provided that Indemnitee may which approval shall not be unreasonably withhold approvalwithheld, so long as upon the Company notifies the delivery to Indemnitee of Company's election within a reasonable time of receiving written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the claim or proceeding. If retention of such counsel by the Indemnitee approves exercise of the Company's rights hereunderCorporation, the Company Corporation will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, Claim; provided that: , (i) Indemnitee shall have the right to employ his or her own Indemnitees’ counsel in any such proceeding Claim at Indemnitee's expense; Indemnitee expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the CompanyCorporation, (B) Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company Corporation and Indemnitee in the conduct of any such defense, or (C) the Company Corporation shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingClaim, then the fees and expenses of Indemnitee's Indemnitee counsel shall be paid by at the Companyexpense of the Corporation. The Corporation shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim against Indemnitee without the consent of the Indemnitee.

Selection of Counsel. The In the event the Company may shall be obligated under Section 3(a) hereof to pay the expenses (including attorneys’ fees) of any action, suit or proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of any claim such action, suit or proceeding for which indemnification is sought by the Indemnitee proceeding, with counsel approved by Indemnitee, provided that Indemnitee may not unreasonably withhold approval, so long as upon the Company notifies the delivery to Indemnitee of Company's election within a reasonable time of receiving written notice of the claim or proceedingCompany’s election so to do. If After delivery of such notice, approval of such counsel by Indemnitee and the Indemnitee approves exercise retention of such counsel by the Company's rights hereunder, 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 action, suit or proceeding, provided that: (i) Indemnitee shall have the right to employ his or her own counsel in any such action, suit or proceeding at Indemnitee's ’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, defense or (C) the Company shall not, in fact, have employed counsel to assume the defense of such action, suit or proceeding, then the fees and expenses of Indemnitee's ’s counsel shall be paid by at the expense of the Company. The Company shall not be entitled to assume the defense of any claim, action, suit or proceeding brought by or on behalf of the Company against Indemnitee or as to which the Indemnitee shall have made the conclusion provided for in (ii) (B) above.

Selection of Counsel. The In the event the Company may shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of any claim or proceeding for which indemnification is sought by the Indemnitee such Claim, with counsel approved by the applicable Indemnitee, provided that Indemnitee may which approval shall not be unreasonably withhold approvalwithheld, so long as upon the Company notifies the delivery to such Indemnitee of Company's election within a reasonable time of receiving written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the claim or proceeding. If the Indemnitee approves exercise retention of such counsel by the Company's rights hereunder, 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 proceedingClaim; provided, provided that: however, that (i) Indemnitee shall have the right to employ his or her own Indemnitee’s separate counsel in any such proceeding Claim at Indemnitee's expense; ’s expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingClaim, then the fees and expenses of Indemnitee's ’s separate counsel shall be paid at the expense of the Company. As long as the Company has otherwise complied with the terms hereof, the Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim, action or proceeding against any Indemnitee without the consent of such Indemnitee, provided such settlement includes a full release of the Indemnitee by the Companyclaimant from all liabilities or potential liabilities under such Claim.

Selection of Counsel. The In the event the Company may shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of any claim or proceeding for which indemnification is sought by the Indemnitee such Claim, with counsel approved by Indemnitee, provided that Indemnitee may not unreasonably withhold approval, so long as the Company notifies the Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of Company's election within a reasonable time of receiving written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the claim or proceeding. If the Indemnitee approves exercise retention of such counsel by the Company's rights hereunder, 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, Claim; provided that: that (i) Indemnitee shall have the right to employ his or her own Indemnitee’s counsel in any such proceeding Claim at Indemnitee's expense; ’s expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and Indemnitee in the conduct of any such defense, defense or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingClaim, then the fees and expenses of Indemnitee's ’s counsel shall be paid by at the expense of the Company.

Selection of Counsel. The In the event the Company may shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of any claim or proceeding for which indemnification is sought such Claim, with counsel reasonably approved by the applicable Indemnitee, upon the delivery to such Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee with and the retention of such counsel approved by Indemnitee, provided that Indemnitee may not unreasonably withhold approval, so long as the Company notifies the Indemnitee of Company's election within a reasonable time of receiving notice of the claim or proceeding. If the Indemnitee approves exercise of the Company's rights hereunder, the Company will not be liable to such Indemnitee under this Agreement for any fees of counsel subsequently incurred by such Indemnitee with respect to the same proceeding, Claim; provided that: , (i) the Indemnitee shall have the right to employ his or her own such Indemnitee's counsel in any such proceeding Claim at the Indemnitee's expense; (ii) the Indemnitee shall have the right to employ its own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (iiiii) if (A) the employment of counsel by the Indemnitee has been previously authorized by the Company, (B) such Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and such Indemnitee in the conduct of any such defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingClaim, then the fees and expenses of the Indemnitee's counsel shall be paid by at the expense of the Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim against the Indemnitee with the written consent of the Indemnitee that shall not be unreasonably withheld.

Selection of Counsel. The In the event the Company may shall be -------------------- obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of any claim or proceeding for which indemnification is sought by the Indemnitee such Claim with counsel approved by Indemnitee, provided that Indemnitee may which approval shall not be unreasonably withhold approvalwithheld, so long as upon the Company notifies the delivery to Indemnitee of Company's election within a reasonable time of receiving written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the claim or proceeding. If the Indemnitee approves exercise retention of such counsel by the Company's rights hereunder, 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, Claim; provided that: , (i) Indemnitee shall have the right to employ his or her own Indemnitee's counsel in any such proceeding Claim at Indemnitee's expense; expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingClaim, then the fees and expenses of Indemnitee's counsel shall be paid by at the expense of the Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim against Indemnitee without the consent of the Indemnitee.

Selection of Counsel. The In the event the Company may shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of any claim or proceeding for which indemnification is sought by the Indemnitee such Claim, with counsel approved by the Indemnitee, provided that which approval shall not be unreasonably withheld, upon the delivery to Indemnitee may not unreasonably withhold approvalof written notice of its election to do so. After delivery of such notice, so long as the Company notifies approval of such counsel by the Indemnitee and the retention of Company's election within a reasonable time of receiving notice of the claim or proceeding. If the Indemnitee approves exercise of such counsel by the Company's rights hereunder, 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, Claim; provided that: , (i) the Indemnitee shall have the right to employ his or her own Indemnitee's counsel in any such proceeding Claim at the Indemnitee's expense; expense and (ii) if (A) the employment of counsel by the Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingClaim, then the fees and expenses of the Indemnitee's counsel shall be paid by at the expense of the Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim against Indemnitee without the consent of such Indemnitee.

Selection of Counsel. The In the event the Company may shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of any claim or proceeding for which indemnification is sought by the Indemnitee such Claim with counsel approved by Indemnitee, provided that Indemnitee may which approval shall not be unreasonably withhold approvalwithheld, so long as upon the Company notifies the delivery to Indemnitee of Company's election within a reasonable time of receiving written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the claim or proceeding. If the Indemnitee approves exercise retention of such counsel by the Company's rights hereunder, 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, Claim; provided that: , (i) Indemnitee shall have the right to employ his or her own Indemnitee’s counsel in any such proceeding Claim at Indemnitee's expense; Indemnitee expense and (ii) if if, (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingClaim, then the fees and expenses of Indemnitee's ’s counsel shall be paid by at the expense of the Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim against Indemnitee without the consent of the Indemnitee.

Selection of Counsel. The In the event the Company may shall be -------------------- obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of any claim or proceeding for which indemnification is sought by the Indemnitee such Claim with counsel approved by Indemnitee, provided that Indemnitee may which approval shall not be unreasonably withhold approvalwithheld, so long as upon the Company notifies the delivery to Indemnitee of Company's election within a reasonable time of receiving written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the claim or proceeding. If the Indemnitee approves exercise retention of such counsel by the Company's rights hereunder, 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, Claim; provided that: , (i) Indemnitee shall have the right to employ his or her own Indemnitees' counsel in any such proceeding Claim at Indemnitee's expense; Indemnitee expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingClaim, then the fees and expenses of Indemnitee's Indemnitee counsel shall be paid by at the expense of the Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim against Indemnitee without the consent of the Indemnitee.

Selection of Counsel. The In the event the Company may shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of any claim or proceeding for which indemnification is sought such Claim upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Indemnitee with counsel approved by Indemnitee, provided that Indemnitee may not unreasonably withhold approval, so long as the Company notifies the Indemnitee of Company's election within a reasonable time of receiving notice of the claim or proceeding. If the Indemnitee approves exercise of the Company's rights hereunder, 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, Claim; provided that: that (i) Indemnitee shall have the right to employ his or her own Indemnitee’s counsel in any such proceeding Claim at Indemnitee's expense; ’s expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized in writing by the Company, (B) Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall notfails to assume, in factor fails to continue the assumption of, have employed counsel to assume the defense of such proceedingClaim in a timely manner, then the fees and expenses of Indemnitee's ’s counsel shall be paid by at the expense of the Company. The Company shall not settle any action, suit or proceeding in any manner that would impose any expense, penalty or limitation on Indemnitee without Indemnitee’s written consent, which consent shall not be unreasonably withheld.

Selection of Counsel. The In the event the Company may shall be obligated hereunder to pay the Expenses of a Proceeding, the Company shall be entitled to assume the defense of any claim or proceeding for which indemnification is sought by the Indemnitee such Proceeding with counsel approved by Indemnitee, provided that Indemnitee may which approval shall not be unreasonably withhold approvalwithheld or delayed, so long as upon the Company notifies the delivery to Indemnitee of Company's election within a reasonable time of receiving written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the claim or proceeding. If the Indemnitee approves exercise retention of such counsel by the Company's rights hereunder, 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, Proceeding; provided that: that (i) Indemnitee shall have the right to employ his or her own Indemnitee's counsel in any such proceeding Proceeding at Indemnitee's expense; expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingProceeding, then the fees and expenses of Indemnitee's counsel shall be paid by at the expense of the Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, provided that the Company has the right to settle any claim against Indemnitee only with the consent of Indemnitee, which shall not be unreasonably withheld or delayed.

Selection of Counsel. The In the event the Company may shall be obligated hereunder to pay the Expenses of any Claim the Company, if appropriate, shall be entitled to assume the defense of any claim or proceeding for which indemnification is sought by the Indemnitee such Claim with counsel approved by Indemnitee, provided that Indemnitee may (not to be unreasonably withhold approval, so long as withheld) upon the Company notifies the delivery to Indemnitee of Company's election within a reasonable time of receiving written notice of the claim or proceedingCompany’s election so to do. If After delivery of such notice, approval of such counsel by Indemnitee and the Indemnitee approves exercise retention of such counsel by the Company's rights hereunder, 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, Claim; provided that: , (i) Indemnitee shall have the right to employ his or her own Indemnitee’s separate counsel in any such proceeding Claim at Indemnitee's expense; ’s expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingClaim, then the fees and expenses of Indemnitee's ’s separate counsel shall be paid by at the expense of the Company.

Selection of Counsel. The In the event the Company may shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of any claim or proceeding for which indemnification is sought by the Indemnitee such Claim, with counsel approved by Indemnitee, provided that Indemnitee may not unreasonably withhold approval, so long as the Company notifies the Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of Company's election within a reasonable time of receiving written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the claim or proceeding. If the Indemnitee approves exercise retention of such counsel by the Company's rights hereunder, 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, Claim; provided that: that (i) Indemnitee shall have the right to employ his or her own Indemnitee's counsel in any such proceeding Claim at Indemnitee's expense; expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and Indemnitee in the conduct of any such defense, defense or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingClaim, then the fees and expenses of Indemnitee's counsel shall be paid by at the expense of the Company.

Selection of Counsel. The In the event the Company may shall be obligated under Section 2(a) hereof to pay the Expenses of any action, suit, arbitration, proceeding, inquiry or investigation against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of any claim such action, suit, arbitration, proceeding, inquiry or proceeding for which indemnification is sought by the Indemnitee investigation, with counsel approved by Indemnitee, provided that Indemnitee may not unreasonably withhold approval, so long as upon the Company notifies the delivery to Indemnitee of Company's election within a reasonable time of receiving written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the claim or proceeding. If the Indemnitee approves exercise retention of such counsel by the Company's rights hereunder, 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 action, suit, arbitration, proceeding, inquiry or investigation; provided that: , (i) Indemnitee shall have the right to employ his or her own Indemnitee's counsel in any such proceeding action, suit, arbitration, proceeding, inquiry or investigation at Indemnitee's expense; expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, defense or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such action, suit, arbitration, proceeding, inquiry or investigation, then the fees and expenses Expenses of Indemnitee's counsel shall be paid by at the expense of the Company.

Selection of Counsel. The In the event the Company may shall be obligated under Section 3.01 of this Agreement to pay the Expenses of any Proceeding (in whole or in part) against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of any claim or proceeding for which indemnification is sought by the Indemnitee such Proceeding, with counsel approved by Indemnitee, provided that Indemnitee may which approval shall not be unreasonably withhold approvalwithheld, so long as upon the Company notifies the delivery to Indemnitee of Company's election within a reasonable time of receiving written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the claim or proceeding. If the Indemnitee approves exercise retention of such counsel by the Company's rights hereunder, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently paid or incurred by Indemnitee with respect to the same proceedingProceeding, provided that: that (ia) Indemnitee shall have the right to employ his or her own counsel in any such proceeding Proceeding at Indemnitee's ’s expense; and (iib) if (A1) the employment of counsel by Indemnitee has been previously authorized by the Company, (B2)(i) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company (or any other person or persons included in a joint defense) and Indemnitee in the conduct of any such defensedefense or (ii) representation by such counsel retained by the Company would be precluded under the applicable standards of professional conduct, or (C3) the Company shall not, in fact, have employed counsel to assume the defense of such proceedingProceeding, then the fees and expenses of Indemnitee's ’s counsel shall be paid by at the expense of the Company. The Company shall not be entitled to assume the defense of any Proceeding (in whole or in part) brought by or on behalf of the Company or as to which Indemnitee shall have reasonably made the conclusion provided for in clause (2) above.

Selection of Counsel. The In the event the Company may shall be -------------------- obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of any claim or proceeding for which indemnification is sought by the Indemnitee such Claim, with counsel approved by the applicable Indemnitee, provided that upon the delivery to such Indemnitee may not unreasonably withhold approvalof written notice of its election to do so. After delivery of such notice, so long as the Company notifies approval of such counsel by the Indemnitee and the retention of Company's election within a reasonable time of receiving notice of the claim or proceeding. If the Indemnitee approves exercise of such counsel by the Company's rights hereunder, the Company will not be liable to such Indemnitee under this Agreement for any fees of counsel subsequently incurred by such Indemnitee with respect to the same proceeding, Claim; provided that: , (i) the Indemnitee shall have the right to employ his or her own such Indemnitee's counsel in any such proceeding Claim at the Indemnitee's expense; expense and (ii) if (A) the employment of counsel by the Indemnitee has been previously authorized by the Company, (B) such Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and such Indemnitee in the conduct of any such defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingClaim, then the fees and expenses of the Indemnitee's counsel shall be paid by at the expense of the Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim against any Indemnitee without the consent of such Indemnitee.

Selection of Counsel. The In the event the Company may shall be obligated hereunder to pay the Expenses of any Claim, the Company, if appropriate, shall be entitled to assume the defense of any claim or proceeding for which indemnification is sought by the Indemnitee such Claim with counsel approved by Indemnitee, provided that Indemnitee may not unreasonably withhold approval, so long as upon the Company notifies the delivery to Indemnitee of Company's election within a reasonable time of receiving written notice of the claim or proceeding. If the Indemnitee approves exercise of the Company's rights hereunderelection so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, Claim; provided that: , (i) Indemnitee shall have the right to employ his or her own Indemnitee's separate counsel in any such proceeding Claim at Indemnitee's expense; (ii) Indemnitee shall have the right to employ its own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (iiiii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingClaim, then the fees and expenses of Indemnitee's separate counsel shall be paid by at the expense of the Company.

Selection of Counsel. The If the Company may shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of any claim or proceeding for which indemnification is sought by the Indemnitee such Claim, with counsel approved by the Indemnitee, provided that Indemnitee may not unreasonably withhold approval, so long as upon the Company notifies delivery to the Indemnitee of Company's election within a reasonable time of receiving written notice of the claim or proceedingits election to do so. If After delivery of such notice, approval of such counsel by the Indemnitee approves exercise and the retention of such counsel by the Company's rights hereunder, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, Claim; provided that: , (i) the Indemnitee shall have the right to employ his or her own the Indemnitee's counsel in any such proceeding Claim at the Indemnitee's expense; expense and (ii) if (A) the employment of counsel by the Indemnitee has been previously authorized by the Company, (B) the Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and the Indemnitee in the conduct of any such defensedefense and shall have promptly notified the Company in writing of such determination, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingClaim, then the fees and expenses of the Indemnitee's counsel shall be paid by at the expense of the Company. The Company shall not settle any proceeding in any manner which would impose any penalty or limitation on the Indemnitee without the Indemnitee's prior written consent, which consent shall not be unreasonably withheld or delayed.

Selection of Counsel. The If the Company may shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of any claim or proceeding for which indemnification is sought by the Indemnitee such Claim, with counsel approved by the Indemnitee, provided that Indemnitee may not unreasonably withhold approval, so long as upon the Company notifies delivery to the Indemnitee of Company's election within a reasonable time of receiving written notice of the claim or proceedingits election to do so. If After delivery of such notice, approval of such counsel by the Indemnitee approves exercise and the retention of such counsel by the Company's rights hereunder, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, Claim; provided that: , (i) the Indemnitee shall have the right to employ his or her own the Indemnitee’s counsel in any such proceeding Claim at the Indemnitee's expense; ’s expense and (ii) if (A) the employment of counsel by the Indemnitee has been previously authorized by the Company, (B) the Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and the Indemnitee in the conduct of any such defensedefense and shall have promptly notified the Company in writing of such determination, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingClaim, then the fees and expenses of the Indemnitee's ’s counsel shall be paid by at the expense of the Company. The Company shall not settle any proceeding in any manner which would impose any penalty or limitation on the Indemnitee without the Indemnitee’s prior written consent, which consent shall not be unreasonably withheld or delayed.

Selection of Counsel. The In the event the Company may shall be obligated hereunder to pay the Expenses of a Proceeding, the Company shall be entitled to assume the defense of any claim or proceeding for which indemnification is sought by the Indemnitee such Proceeding with counsel approved by Indemnitee, provided that Indemnitee may which approval shall not be unreasonably withhold approvalwithheld, so long as upon the Company notifies the delivery to Indemnitee of Company's election within a reasonable time of receiving written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the claim or proceeding. If the Indemnitee approves exercise retention of such counsel by the Company's rights hereunder, 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, Proceeding; provided that: , (i) Indemnitee shall have the right to employ his or her own Indemnitee's counsel in any such proceeding Proceeding at Indemnitee's expense; expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingProceeding, then the fees and expenses of Indemnitee's counsel shall be paid by at the expense of the Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, provided that the Company has the right to settle any claim against Indemnitee only with the consent of Indemnitee, which shall not be unreasonably withheld.

Selection of Counsel. The In the event the Company may shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of any claim or proceeding for which indemnification is sought by the Indemnitee such Claim, with counsel reasonably approved by Indemnitee, provided that Indemnitee may not unreasonably withhold approval, so long as upon the Company notifies the delivery to Indemnitee of Company's election within a reasonable time of receiving written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the claim or proceeding. If the Indemnitee approves exercise retention of such counsel by the Company's rights hereunder, 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, Claim; provided that: , (i) the Indemnitee shall have the right to employ Indemnitee's counsel in any such Claim at Indemnitee's expense; (ii) Indemnitee shall have the right to employ his or her its own counsel in connection with any such proceeding proceeding, at Indemnitee's expensethe expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (iiiii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingClaim, then the fees and expenses of Indemnitee's counsel shall be paid by at the expense of the Company.

Selection of Counsel. The In the event the Company may shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of any claim or proceeding for which indemnification is sought by the Indemnitee such Claim, with counsel approved by the Indemnitee, provided that Indemnitee may which approval shall not be unreasonably withhold approvalwithheld, so long as upon the Company notifies the delivery to Indemnitee of Company's election within a reasonable time of receiving written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the claim or proceeding. If the Indemnitee approves exercise retention of such counsel by the Company's rights hereunder, 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, Claim; provided that: , (i) Indemnitee shall have the right to employ his or her own Indemnitee's counsel in any such proceeding Claim at Indemnitee's expense; expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingClaim, then the fees and expenses of Indemnitee's counsel shall be paid by at the expense of the Company.

Selection of Counsel. The In the event the Company may shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of any claim or proceeding for which indemnification is sought by the Indemnitee such Claim with counsel approved by Indemnitee, provided that Indemnitee may which approval shall not be unreasonably withhold approvalwithheld, so long as upon the Company notifies the delivery to Indemnitee of Company's election within a reasonable time of receiving written notice of the claim or proceedingits election to do so. If the Indemnitee approves exercise of the Company's rights hereunder, Thereafter 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, Claim; provided that: , (ia) Indemnitee shall have the right to employ his or her own Indemnitee’s counsel in any such proceeding Claim at Indemnitee's expense; Indemnitee expense and (iib) if (Ai) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (Bii) Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (Ciii) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingClaim, then the fees and expenses of Indemnitee's Indemnitee counsel shall be paid by at the expense of the Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any Claim, against Indemnitee without the consent of the Indemnitee, provided the Company then agrees that such Claim will be indemnified under this Agreement.

Selection of Counsel. The In the event the Company may shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of any claim or proceeding for which indemnification is sought such Claim, with counsel reasonably approved by the applicable Indemnitee, upon the delivery to such Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee with and the retention of such counsel approved by Indemnitee, provided that Indemnitee may not unreasonably withhold approval, so long as the Company notifies the Indemnitee of Company's election within a reasonable time of receiving notice of the claim or proceeding. If the Indemnitee approves exercise of the Company's rights hereunder, the Company will not be liable to such Indemnitee under this Agreement for any fees of counsel subsequently incurred by such Indemnitee with respect to the same proceeding, Claim; provided that: , (i) the Indemnitee shall have the right to employ such Indemnitee's counsel in any such Claim at the Indemnitee's expense; (ii) the Indemnitee shall have the right to employ his or her own counsel in connection with any such proceeding proceeding, at Indemnitee's expensethe expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (iiiii) if (A) the employment of counsel by the Indemnitee has been previously authorized by the Company, (B) such Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and such Indemnitee in the conduct of any such defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingClaim, then the fees and expenses of the Indemnitee's counsel shall be paid by at the expense of the Company.

Selection of Counsel. The Company may In the event the Corporation shall be obligated to indemnify or advance expenses as set forth in Section 1 above, the Corporation shall be entitled to assume the defense of any claim such action, suit or proceeding for which indemnification is sought by the Indemnitee with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice and approval of such counsel by Indemnitee, provided that Indemnitee may not unreasonably withhold approval, so long as the Company notifies the Indemnitee of Company's election within a reasonable time of receiving notice of the claim or proceeding. If the Indemnitee approves exercise of the Company's rights hereunder, the Company Corporation will not be liable to Indemnitee under this Agreement for any fees or expenses of counsel subsequently incurred by Indemnitee with respect to the same action, suit or proceeding; provided, provided that: however, that if either (i) Indemnitee shall have the right to employ his or her own counsel in any such proceeding at Indemnitee's expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company Corporation and Indemnitee in the conduct of any such defense, or (Cii) after the Company approval of the retention of such counsel by Indemnitee, the Corporation shall not, in fact, have employed retained counsel to assume the defense of such proceedingproceeding within a reasonable time after Indemnitee’s approval, then Indemnitee shall notify the Corporation that it is again retaining its own counsel and the Corporation shall again be obligated to pay the fees and expenses of Indemnitee's ’s counsel shall be paid to the extent not otherwise limited by the Companyany other section of this Agreement. Notwithstanding this Section 2(f), Indemnitee may at any time retain its own counsel at its sole expense.

Selection of Counsel. The If the Company may shall be obligated hereunder to advance any Expense of any Claim, the Company shall be entitled to assume the defense of any claim or proceeding for which indemnification is sought by the Indemnitee such Claim, with counsel approved by the Indemnitee, provided that Indemnitee may which approval will not be unreasonably withhold approvalwithheld, so long as upon the Company notifies delivery to the Indemnitee of Company's election within a reasonable time of receiving written notice of the claim or proceedingits election to do so. If After delivery of such notice, approval of such counsel by the Indemnitee approves exercise and the retention of such counsel by the Company's rights hereunder, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, Claim; provided that: , (i) the Indemnitee shall have the right to employ his or her own counsel in any such proceeding Claim at the Indemnitee's expense; expense and (ii) if (A) the employment of counsel by the Indemnitee has been previously authorized by the Company, or (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingClaim, then the fees and expenses of the Indemnitee's counsel shall be paid by at the expense of the Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim against the Indemnitee without the consent of the Indemnitee. The Company shall have no obligation to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Claim effected without the Company's prior written Consent.

Selection of Counsel. The In the event the Company may shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of any claim or proceeding for which indemnification is sought such Claim, with counsel reasonably satisfactory to the applicable Indemnitee, upon the delivery to such Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee with and the retention of such counsel approved by Indemnitee, provided that Indemnitee may not unreasonably withhold approval, so long as the Company notifies the Indemnitee of Company's election within a reasonable time of receiving notice of the claim or proceeding. If the Indemnitee approves exercise of the Company's rights hereunder, the Company will not be liable to such Indemnitee under this Agreement for any fees of counsel subsequently incurred by such Indemnitee with respect to the same proceeding, Claim; provided that: , (i) the Indemnitee shall have the right to employ his or her Indemnitee’s own counsel in any such proceeding Claim at the Indemnitee's ’s expense; (ii) the Indemnitee shall have the right to employ Indemnitee’s own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advising and/or counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (iiiii) if either (A) the employment of counsel by the Indemnitee has been previously authorized by the Company, (B) such Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and such Indemnitee in the conduct of any such defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingClaim, then the fees and expenses of the Indemnitee's ’s counsel shall be paid by at the expense of the Company.

Selection of Counsel. The Company may If the General Partner shall be obligated hereunder to pay or advance Expenses or indemnify Indemnitees with respect to any Losses, the General Partner shall be entitled to assume the defense of any claim or proceeding for which indemnification is sought related Claims, with counsel selected by the Indemnitee with counsel General Partner and approved by Indemniteethe Indemnitees in Indemnitees’ reasonable discretion, provided that Indemnitee may not unreasonably withhold approval, so long as upon the Company notifies the Indemnitee delivery to Indemnitees of Company's election within a reasonable time of receiving written notice of its election so to do. After the claim or proceeding. If retention of such counsel by the Indemnitee approves exercise of the Company's rights hereunderGeneral Partner, the Company General Partner will not be liable to Indemnitee Indemnitees under this Agreement for any fees of other counsel subsequently incurred by Indemnitee Indemnitees with respect to the same proceeding, defense of such Claims; provided that: (i) Indemnitee Indemnitees shall have the right to employ his or her own counsel in connection with any such proceeding Claim at Indemnitee's Indemnitees’ expense; and (ii) if (A) the employment of counsel by Indemnitee Indemnitees has been previously authorized by the CompanyGeneral Partner, (B) Indemnitee counsel for Indemnitees shall have reasonably concluded provided the General Partner with written advice that there may reasonably be expected to exist a conflict of interest between the Company General Partner and Indemnitee Indemnitees in the conduct of any such defense, or (C) the Company General Partner shall not, not have in fact, have employed fact retained counsel to assume the defense of or shall not continue to retain such proceedingcounsel to defend such Claim, then the fees and expenses of Indemnitee's Indemnitees’ counsel shall be paid by at the Companyexpense of the General Partner. The General Partner may not settle or compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder without the prior written consent of the Indemnitees (such consent not to be unreasonably withheld).

Selection of Counsel. The In the event the Company may shall be obligated hereunder to pay the expenses of any claim, the Company shall be entitled to assume the defense of any such claim or proceeding for which indemnification is sought by the Indemnitee with counsel approved by Indemnitee, provided that Indemnitee may which approval shall not be unreasonably withhold approvalwithheld, so long as upon the Company notifies the delivery to Indemnitee of Company's election within a reasonable time of receiving written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the claim or proceeding. If the Indemnitee approves exercise retention of such counsel by the Company's rights hereunder, 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: claim; PROVIDED that (i) Indemnitee shall have the right to employ his or her own Indemnitee's counsel in any such proceeding claim at Indemnitee's expense; expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingclaim, then the fees and expenses of Indemnitee's counsel shall be paid by at the expense of the Company.

Selection of Counsel. The Company may In the event SciQuest shall be obligated hereunder to pay the Expenses or Expense Advance of any Claim, SciQuest shall be entitled to assume the defense of any claim or proceeding for which indemnification is sought by the Indemnitee such Claim, with counsel reasonably approved by Indemnitee, provided that Indemnitee may not unreasonably withhold approval, so long as upon the Company notifies the delivery to Indemnitee of Company's election within a reasonable time of receiving written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the claim or proceeding. If the Indemnitee approves exercise retention of the Company's rights hereundersuch counsel by SciQuest, the Company SciQuest will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, Claim; provided that: , (i) Indemnitee shall have the right to employ his or her Indemnitee’s own counsel in any such proceeding Claim at Indemnitee's ’s expense; (ii) Indemnitee shall have the right to employ Indemnitee’s own counsel in connection with any such proceeding, at the expense of SciQuest, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (iiiii) if either (A) the employment of counsel by Indemnitee has been previously authorized by the CompanySciQuest, (B) Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company SciQuest and Indemnitee in the conduct of any such defense, or (C) the Company SciQuest shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingClaim, then the fees and expenses of Indemnitee's ’s counsel shall be paid by at the Companyexpense of SciQuest.

Selection of Counsel. The In the event the Company may shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of any claim or proceeding for which indemnification is sought by the Indemnitee such Claim with counsel approved by Indemnitee, provided that Indemnitee may which approval shall not be unreasonably withhold approvalwithheld, so long as upon the Company notifies the delivery to Indemnitee of Company's election within a reasonable time of receiving written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the claim or proceeding. If the Indemnitee approves exercise retention of such counsel by the Company's rights hereunder, 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, Claim; provided that: , (i) Indemnitee shall have the right to employ his or her own Indemnitees’ counsel in any such proceeding Claim at Indemnitee's expense; Indemnitee expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingClaim, then the fees and expenses of Indemnitee's ’s counsel shall be paid by at the expense of the Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim against Indemnitee without the consent of the Indemnitee.

Selection of Counsel. The In the event the Company may shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of any claim or proceeding for which indemnification is sought by the Indemnitee such Claim with counsel approved by Indemnitee, provided that Indemnitee may which approval shall not be unreasonably withhold approvalwithheld, so long as upon the Company notifies the delivery to Indemnitee of Company's election within a reasonable time of receiving written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the claim or proceeding. If the Indemnitee approves exercise retention of such counsel by the Company's rights hereunder, 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, Claim; provided that: , (i) Indemnitee shall have the right to employ his or her own Indemnitee’s counsel in any such proceeding Claim at Indemnitee's expense; Indemnitee expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingClaim, then the fees and expenses of Indemnitee's Indemnitee counsel shall be paid by at the expense of the Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim against Indemnitee without the consent of the Indemnitee.

Selection of Counsel. The In the event the Company may shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of any claim or proceeding for which indemnification is sought by the Indemnitee such Claim with counsel approved by Indemnitee, provided that Indemnitee may which approval shall not be unreasonably withhold approvalwithheld, so long as upon the Company notifies the delivery to Indemnitee of Company's election within a reasonable time of receiving written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the claim or proceeding. If the Indemnitee approves exercise retention of such counsel by the Company's rights hereunder, 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, Claim; provided that: , (i) Indemnitee shall have the right to employ his or her own Indemnitee’s counsel in any such proceeding Claim at Indemnitee's expense; ’s expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingClaim, then the reasonable fees and expenses of Indemnitee's ’s counsel shall be paid by at the expense of the Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim against Indemnitee without the consent of the Indemnitee, provided, however, that the Company shall not settle any Claim requiring the admission of guilt or responsibility by Indemnitee without Indemnitee’s prior written consent, such consent to not be unreasonably withheld.

Selection of Counsel. The In the event the Company may shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of any claim or proceeding for which indemnification is sought by the Indemnitee such Claim, with counsel reasonably approved by Indemnitee, provided that Indemnitee may not unreasonably withhold approval, so long as upon the Company notifies the delivery to Indemnitee of Company's election within a reasonable time of receiving written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the claim or proceeding. If the Indemnitee approves exercise retention of such counsel by the Company's rights hereunder, 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, Claim; provided that: , (i) the Indemnitee shall have the right to employ Indemnitee’s counsel in any such Claim at Indemnitee’s expense; (ii) Indemnitee shall have the right to employ his or her its own counsel in connection with any such proceeding proceeding, at Indemnitee's expensethe expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (iiiii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingClaim, then the fees and expenses of Indemnitee's ’s counsel shall be paid by at the expense of the Company.

Selection of Counsel. The In the event the Company may shall be -------------------- obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of any claim or proceeding for which indemnification is sought by the Indemnitee such Claim with counsel approved by Indemnitee, provided that Indemnitee may which approval shall not be unreasonably withhold approvalwithheld, so long as upon the Company notifies the delivery to Indemnitee of Company's election within a reasonable time of receiving written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the claim or proceeding. If the Indemnitee approves exercise retention of such counsel by the Company's rights hereunder, 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, Claim; provided that: , (i) Indemnitee shall have the right to -------- employ his or her own Indemnitee's counsel in any such proceeding Claim at Indemnitee's expense; expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingClaim, then the fees and expenses of Indemnitee's Indemnitee counsel shall be paid by at the expense of the Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim against Indemnitee without the consent of Indemnitee.

Selection of Counsel. The In the event the Company may shall be -------------------- obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of any claim or proceeding for which indemnification is sought by the Indemnitee such Claim, with counsel approved by Indemniteethe applicable Indemnitee (which approval shall not be unreasonably withheld), provided that upon the delivery to such Indemnitee may not unreasonably withhold approvalof written notice of its election to do so. After delivery of such notice, so long as the Company notifies approval of such counsel by the Indemnitee and the retention of Company's election within a reasonable time of receiving notice of the claim or proceeding. If the Indemnitee approves exercise of such counsel by the Company's rights hereunder, the Company will not be liable to such Indemnitee under this Agreement for any fees of counsel subsequently incurred by such Indemnitee with respect to the same proceeding, Claim; provided that: , (i) the Indemnitee shall have the right to employ his or her own such Indemnitee's counsel in any such proceeding Claim at the Indemnitee's expense; expense and (ii) if (A) the employment of counsel by the Indemnitee has been previously authorized by the Company, (B) such Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and such Indemnitee in the conduct of any such defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingClaim, then the fees and expenses of the Indemnitee's counsel shall be paid by at the expense of the Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim against any Indemnitee without the consent of such Indemnitee.

Selection of Counsel. The In the event the Company may shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of any claim or proceeding for which indemnification is sought by the Indemnitee such Claim with counsel approved by Indemnitee, provided that Indemnitee may which approval shall not be unreasonably withhold approvalwithheld, so long as upon the Company notifies the delivery to Indemnitee of Company's election within a reasonable time of receiving written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the claim or proceeding. If the Indemnitee approves exercise retention of such counsel by the Company's rights hereunder, 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, Claim; provided that: , (i) Indemnitee shall have the right to employ his or her own Indemnitee's counsel in any such proceeding Claim at Indemnitee's expense; expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingClaim, then the reasonable fees and expenses of Indemnitee's counsel shall be paid by at the expense of the Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim against Indemnitee without the consent of the Indemnitee, provided, however, that the Company shall not settle any Claim requiring the admission of guilt or responsibility by Indemnitee without Indemnitee's prior written consent, such consent to not be unreasonably withheld.

Selection of Counsel. The In the event the Company may shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of any claim or proceeding for which indemnification is sought such Claim, with counsel reasonably approved by the applicable Indemnitee, upon the delivery to such Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee with and the retention of such counsel approved by Indemnitee, provided that Indemnitee may not unreasonably withhold approval, so long as the Company notifies the Indemnitee of Company's election within a reasonable time of receiving notice of the claim or proceeding. If the Indemnitee approves exercise of the Company's rights hereunder, the Company will not be liable to such Indemnitee under this Agreement for any fees of counsel subsequently incurred by such Indemnitee with respect to the same proceeding, Claim; provided that: , (i) the Indemnitee shall have the right to employ his or her own such Indemnitee's counsel in any such proceeding Claim at the Indemnitee's expense; (ii) the Indemnitee shall have the right to employ its own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (iiiii) if (A) the employment of counsel by the Indemnitee has been previously authorized by the Company, (B) such Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and such Indemnitee in the conduct of any such defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingClaim, then the fees and expenses of the Indemnitee's counsel shall be paid by at the expense of the Company.

Selection of Counsel. The In the event the Company may shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of any claim or proceeding for which indemnification is sought by the Indemnitee such Claim with counsel approved by Indemnitee, provided that Indemnitee may which approval shall not be unreasonably withhold approvalwithheld, so long as upon the Company notifies the prompt delivery to Indemnitee of Company's election within a reasonable time of receiving written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the claim or proceeding. If the Indemnitee approves exercise retention of such counsel by the Company's rights hereunder, 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, Claim; provided that: , (i) Indemnitee shall have the right to employ his or her own Indemnitee’s separate counsel in any such proceeding Claim at Indemnitee's expense; ’s expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingClaim, then the fees and expenses of Indemnitee's ’s counsel shall be paid by at the expense of the Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim against Indemnitee without the consent of the Indemnitee.

Selection of Counsel. The In the event the Company may shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of any claim or proceeding for which indemnification is sought such Claim, with counsel reasonably approved by the Indemnitee with counsel approved by applicable Indemnitee, provided that Indemnitee may not unreasonably withhold approval, so long as upon the Company notifies the delivery to Indemnitee of Company's election within a reasonable time of receiving written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the claim or proceeding. If the Indemnitee approves exercise retention of such counsel by the Company's rights hereunder, 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, Claim; provided that: , (i) Indemnitee shall have the right to employ his or her own Indemnitee’s counsel in any such proceeding Claim at Indemnitee's ’s expense; (ii) Indemnitee shall have the right to employ its own counsel in connection with any such proceeding, and the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (iiiii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume defend such Claim, Indemnitee shall have the defense of such proceeding, then right to employ its own counsel and the fees and expenses of Indemnitee's ’s counsel shall be paid by at the expense of the Company.

Selection of Counsel. The If the Company may is obligated under this Agreement to pay the Expenses of Indemnitee in connection with any Proceeding or Investigative Activity, then the Company, if appropriate, shall be entitled to assume the defense of any claim Indemnitee in such Proceeding or proceeding for which indemnification is sought by the to represent Indemnitee in such Investigative Activity with counsel approved by Indemnitee, provided that Indemnitee may not unreasonably withhold approval, so long as upon the Company notifies the Company’s delivery to Indemnitee of Company's election within a reasonable time of receiving written notice of the claim or proceedingCompany’s election so to do. If After delivery of such notice, approval of such counsel by Indemnitee, and the Indemnitee approves exercise retention of such counsel by the Company's rights hereunder, 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 proceedingProceeding or Investigative Activity; provided, provided that: that (i) Indemnitee shall have the right to employ his or her own Indemnitee’s counsel in any such proceeding Proceeding or Investigative Activity at Indemnitee's expense; ’s expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defensedefense or other representation, or (C) the Company shall not, in fact, have employed not continue to retain counsel to assume the defense of defend Indemnitee in such proceedingProceeding or Investigative Activity, then the fees and expenses of Indemnitee's ’s counsel shall be paid by at the expense of the Company.

Selection of Counsel. The In the event the Company may shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of any claim or proceeding for which indemnification is sought by the Indemnitee such Claim, with counsel approved by the applicable Indemnitee, provided that upon the delivery to such Indemnitee may not unreasonably withhold approvalof written notice of its election to do so. After delivery of such notice, so long as the Company notifies approval of such counsel by the Indemnitee and the retention of Company's election within a reasonable time of receiving notice of the claim or proceeding. If the Indemnitee approves exercise of such counsel by the Company's rights hereunder, the Company will not be liable to such Indemnitee under this Agreement for any fees of counsel subsequently incurred by such Indemnitee with respect to the same proceedingClaim; PROVIDED that, provided that: (i) the Indemnitee shall have the right to employ his or her own such Indemnitee's counsel in any such proceeding Claim at the Indemnitee's expense; expense and (ii) if (A) the employment of counsel by the Indemnitee has been previously authorized by the Company, (B) such Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and such Indemnitee in the conduct of any such defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingClaim, then the fees and expenses of the Indemnitee's counsel shall be paid by at the expense of the Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including, without limitation, the right to settle any claim against any Indemnitee without the consent of such Indemnitee.

Selection of Counsel. The In the event the Company may shall be -------------------- obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of any claim or proceeding for which indemnification is sought such Claim, with counsel reasonably approved by the applicable Indemnitee, upon the delivery to such Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee with and the retention of such counsel approved by Indemnitee, provided that Indemnitee may not unreasonably withhold approval, so long as the Company notifies the Indemnitee of Company's election within a reasonable time of receiving notice of the claim or proceeding. If the Indemnitee approves exercise of the Company's rights hereunder, the Company will not be liable to such Indemnitee under this Agreement for any fees of counsel subsequently incurred by such Indemnitee with respect to the same proceeding, Claim; provided that: , (i) the Indemnitee shall have the right to employ his or her own ------------- such Indemnitee's counsel in any such proceeding Claim at the Indemnitee's expense; (ii) the Indemnitee shall have the right to employ its own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (iiiii) if (A) the employment of counsel by the Indemnitee has been previously authorized by the Company, (B) such Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and such Indemnitee in the conduct of any such defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingClaim, then the fees and expenses of the Indemnitee's counsel shall be paid by at the expense of the Company.

Selection of Counsel. The In the event the Company may shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of any claim or proceeding for which indemnification is sought by the Indemnitee such Claim with counsel approved by Indemnitee, provided that Indemnitee may which approval shall not be unreasonably withhold approvalwithheld, so long as upon the Company notifies the delivery to Indemnitee of Company's election within a reasonable time of receiving written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the claim or proceeding. If the Indemnitee approves exercise retention of such counsel by the Company's rights hereunder, 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 proceedingClaim; PROVIDED that, provided that: (i) Indemnitee shall have the right to employ his or her its own counsel in any such proceeding Claim at Indemnitee's expense; expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded concluded, based on a written opinion of counsel, that there may be is a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or and (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingClaim, then the reasonable fees and expenses of Indemnitee's Indemnitee counsel shall be paid by at the expense of the Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim against Indemnitee without the consent of Indemnitee.

Selection of Counsel. The Indemnitee shall provide written notice (a “Claim Notice”) to the Company promptly after receiving notice of any Proceeding initiated by a third party that may give rise to a claim for indemnification hereunder. Following its receipt of the Claim Notice, the Company shall be entitled to assume the defense of any claim or proceeding for which indemnification is sought by the Indemnitee such Proceeding with counsel approved by Indemnitee, provided that Indemnitee may which approval shall not be unreasonably withhold approvalwithheld, so long as upon the Company notifies the delivery to Indemnitee of Company's election within a reasonable time of receiving written notice of the claim or proceeding. If the Indemnitee approves exercise its election to do so within 30 days of its receipt of the Claim Notice. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company's rights hereunder, the Company will shall not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, Proceeding; provided that: that (i) Indemnitee shall have the right to employ his or her own Indemnitee’s counsel in any such proceeding Proceeding at Indemnitee's expense; ’s expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingProceeding, then the fees and expenses of Indemnitee's ’s counsel shall be paid by at the expense of the Company.

Selection of Counsel. The In the event the Company may shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of any claim or proceeding for which indemnification is sought such Claim, with counsel reasonably approved by the applicable Indemnitee, upon the delivery to such Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee with and the retention of such counsel approved by Indemnitee, provided that Indemnitee may not unreasonably withhold approval, so long as the Company notifies the Indemnitee of Company's election within a reasonable time of receiving notice of the claim or proceeding. If the Indemnitee approves exercise of the Company's rights hereunder, the Company will not be liable to such Indemnitee under this Agreement for any fees of counsel subsequently incurred by such Indemnitee with respect to the same proceeding, Claim; provided that: , (ia) the Indemnitee shall have the right to employ such Indemnitee's counsel in any such Claim at the Indemnitee's expense; (b) the Indemnitee shall have the right to employ his or her own counsel in connection with any such proceeding proceeding, at Indemnitee's expensethe expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (iic) if (Ai) the employment of counsel by the Indemnitee has been previously authorized by the Company, (Bii) such Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and such Indemnitee in the conduct of any such defense, or (Ciii) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingClaim, then the fees and expenses of the Indemnitee's counsel shall be paid by at the expense of the Company.

Selection of Counsel. The In the event the Company may shall be obligated hereunder to pay the Expenses of any Claim, the Indemnitee shall be entitled to request that the Company assume the defense of any claim or proceeding for which indemnification is sought by the Indemnitee such Claim with counsel approved by Indemnitee, provided that Indemnitee may not unreasonably withhold approval, so long as upon the delivery to the Company notifies the Indemnitee of Company's election within a reasonable time of receiving written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee, and the claim or proceeding. If the Indemnitee approves exercise retention of such counsel by the Company's rights hereunder, 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, Claim; provided that: , (i) Indemnitee shall have the right to employ his or her own separate legal counsel in any such proceeding Claim at Indemnitee's expense; ’s expense and (ii) if (A) the employment of separate legal counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not, in fact, have employed not continue to retain the legal counsel originally appointed to assume the defense of defend such proceedingClaim, then the fees and expenses of Indemnitee's ’s separate legal counsel shall be paid by at the expense of the Company. The Company shall conduct the defense of the Indemnitee in good faith and in consultation with the Indemnitee and legal counsel, and the Company shall not settle any claim against Indemnitee without the express written consent of the Indemnitee.

Selection of Counsel. The In the event the Company may shall be obligated hereunder to pay the Expenses of a Proceeding, the Company shall be entitled to assume the defense of any claim or proceeding for which indemnification is sought by the Indemnitee such Proceeding with counsel approved by Indemnitee, provided that Indemnitee may which approval shall not be unreasonably withhold approvalwithheld, so long as upon the Company notifies the delivery to Indemnitee of Company's election within a reasonable time of receiving written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the claim or proceeding. If the Indemnitee approves exercise retention of such counsel by the Company's rights hereunder, 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, Proceeding; provided that: , (i) Indemnitee shall have the right to employ his or her own Indemnitee’s counsel in any such proceeding Proceeding at Indemnitee's expense; ’s expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingProceeding, then the fees and expenses of Indemnitee's ’s counsel shall be paid by at the expense of the Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, provided that the Company has the right to settle any claim against Indemnitee only with the consent of Indemnitee, which shall not be unreasonably withheld.

Selection of Counsel. The In the event the Company may shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of any claim or proceeding for which indemnification is sought by the Indemnitee such Claim with counsel approved by Indemnitee, provided that Indemnitee may which approval shall not be unreasonably withhold approvalwithheld, so long as upon the Company notifies the delivery to Indemnitee of Company's election within a reasonable time of receiving written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the claim or proceeding. If the Indemnitee approves exercise retention of such counsel by the Company's rights hereunder, 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 proceedingClaim. Notwithstanding the Company’s assumption of the defense of any Claim, provided that: (i) Indemnitee the Company shall have be obligated to pay the right to employ his or her own counsel in Expenses of any such proceeding at Indemnitee's expense; and (ii) Claim if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee the Company shall have reasonably concluded that there may be is a conflict of interest between the Company and Indemnitee in the conduct of any such defensedefense such that Indemnitee needs to be separately represented, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingClaim, then the fees and expenses of Indemnitee's Indemnitee counsel shall be paid by at the expense of the Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any Claim against Indemnitee without the consent of the Indemnitee.

Selection of Counsel. The In the event the Company may shall be obligated to indemnify or advance expenses as set forth in Section 1 above, the Company shall be entitled to assume the defense of any claim such action, suit or proceeding for which indemnification is sought by the Indemnitee with counsel approved by Indemnitee, provided that Indemnitee may (which approval shall not be unreasonably withhold approval, so long as withheld) upon the Company notifies the delivery to Indemnitee of Company's election within a reasonable time of receiving written notice of the claim or proceedingits election to do so. If the Indemnitee approves exercise After delivery of the Company's rights hereundersuch notice and approval of such counsel by Indemnitee, 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 the same action, suit or proceeding; provided, provided that: however, that if either (i) Indemnitee shall have the right to employ his or her own counsel in any such proceeding at Indemnitee's expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (Cii) after the approval of the retention of such counsel by Indemnitee, the Company shall not, in fact, have employed retained counsel to assume the defense of such proceedingproceeding within a reasonable time after Indemnitee's approval, then Indemnitee shall notify the Company that it is again retaining its own counsel and the Company shall again be obligated to pay the fees and expenses of Indemnitee's counsel shall be paid to the extent not otherwise limited by the Companyany other section of this Agreement. Notwithstanding this Section 2(f), Indemnitee may at any time retain its own counsel at its sole expense.

Selection of Counsel. The If the Company may shall be obligated hereunder to pay or advance Expenses or indemnify Indemnitee with respect to any Losses, the Company shall be entitled to assume the defense of any claim or proceeding for which indemnification is sought related Claims, with counsel selected by the Indemnitee with Company. After the retention of such counsel approved by Indemnitee, provided that Indemnitee may not unreasonably withhold approval, so long as the Company notifies the Indemnitee of Company's election within a reasonable time of receiving notice of the claim or proceeding. If the Indemnitee approves exercise of the Company's rights hereunder, 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, defense of such Claims; provided that: (i) Indemnitee shall have the right to employ his or her own counsel in connection with any such proceeding Claim at Indemnitee's expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) counsel for Indemnitee shall have reasonably concluded provided the Company with written advice that there may reasonably be expected to exist a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingClaim, then the fees and expenses of Indemnitee's counsel shall be paid by at the expense of the Company. The Company may not settle or compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder without the prior written consent of the Indemnitee (such consent not to be unreasonably withheld).

Selection of Counsel. The If the Company may shall be obligated hereunder to pay or advance Expenses or indemnify Indemnitee with respect to any Losses, the Company shall be entitled to assume the defense of any claim or proceeding for which indemnification is sought related Claims, with counsel selected by the Indemnitee with Company; provided, however, that such counsel approved by shall be subject to the prior written approval of Indemnitee, provided that Indemnitee may which approval shall not be unreasonably withhold approvalwithheld, so long as conditioned or delayed. After the Company notifies the Indemnitee retention of Company's election within a reasonable time of receiving notice of the claim or proceeding. If the Indemnitee approves exercise of such counsel by the Company's rights hereunder, 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 proceedingdefense of such Claims; provided, provided that: that (i) Indemnitee shall have the right to employ his or her own counsel in connection with any such proceeding Claim at Indemnitee's ’s expense; , and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the CompanyCompany with respect to the period after the Company has retained counsel to defend such Claim and such authorization has not been withdrawn, (B) counsel for Indemnitee shall have reasonably concluded provided the Company with a written legal opinion that there may be is, or there is reasonably likely to be, a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingClaim, then the fees and expenses of Indemnitee's ’s counsel shall be paid by at the expense of the Company.

Selection of Counsel. The Company may In the event the Corporation shall be obligated under this Section 3 to indemnify the Indemnified Party, the Corporation shall be entitled to assume the defense defence of any claim or proceeding for which indemnification is sought such Proceeding upon the delivery to the Indemnified Party of written notice of its election so to do. After delivery of such notice and the retention of counsel by the Indemnitee with counsel approved by Indemnitee, provided that Indemnitee may not unreasonably withhold approval, so long as the Company notifies the Indemnitee of Company's election within a reasonable time of receiving notice of the claim or proceeding. If the Indemnitee approves exercise of the Company's rights hereunderCorporation, the Company will Corporation shall not be liable to Indemnitee the Indemnified Party under this Agreement for any fees of counsel subsequently incurred by Indemnitee the Indemnified Party with respect to the same proceedingProceeding, provided that: that (i) Indemnitee the Indemnified Party shall have the right to employ his or her own counsel in any such proceeding Proceeding at Indemniteethe Indemnified Party's expense; and (ii) if (A) the employment of counsel by Indemnitee the Indemnified Party has been previously authorized by the CompanyCorporation, (B) Indemnitee the Indemnified Party shall have reasonably concluded been advised in a written opinion of counsel acceptable to the Corporation, acting reasonably, addressed to the Indemnified Party and to the Corporation stating that there may be a conflict of interest between the Company Corporation and Indemnitee the Indemnified Party in the conduct of any such defensedefence, or (C) the Company Corporation shall not, in fact, have employed counsel to assume the defense of such proceedingProceeding, then the fees and expenses (including Expenses) of Indemniteethe Indemnified Party's counsel shall be paid borne by the CompanyCorporation.

Selection of Counsel. The In the event the Company may shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of any claim or proceeding for which indemnification is sought by the Indemnitee such Claim with counsel approved by Indemnitee, provided that Indemnitee may which approval shall not be unreasonably withhold approvalwithheld, so long as upon the Company notifies the delivery to Indemnitee of Company's election within a reasonable time of receiving written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the claim or proceeding. If the Indemnitee approves exercise retention of such counsel by the Company's rights hereunder, 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, Claim; provided that: , (i) Indemnitee shall have the right to employ his or her own Indemnitees’ counsel in any such proceeding Claim at Indemnitee's expense; Indemnitee expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingClaim, then the fees and expenses of Indemnitee's Indemnitee counsel shall be paid by at the expense of the Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim against Indemnitee without the consent of the Indemnitee.

Selection of Counsel. The In the event the Company may shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of any claim or proceeding for which indemnification is sought such Claim, with counsel reasonably approved by the applicable Indemnitee, approval thereof not to be unreasonably withheld, upon the delivery to such Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee with and the retention of such counsel approved by Indemnitee, provided that Indemnitee may not unreasonably withhold approval, so long as the Company notifies the Indemnitee of Company's election within a reasonable time of receiving notice of the claim or proceeding. If the Indemnitee approves exercise of the Company's rights hereunder, the Company will not be liable to such Indemnitee under this Agreement for any fees of counsel subsequently incurred by such Indemnitee with respect to the same proceeding, Claim; provided that: , (i) the Indemnitee shall have the right to employ his or her own such Indemnitee's counsel in any such proceeding Claim at the Indemnitee's expense; and (ii) if (A) the employment of counsel by the Indemnitee has been previously authorized by the Company, (B) counsel for such Indemnitee shall have reasonably concluded provided the Company with written advice that there may be is a conflict of interest between the Company and such Indemnitee in the conduct of any such defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingClaim, then the fees and expenses of the Indemnitee's counsel shall be paid by at the expense of the Company.

Selection of Counsel. The In the event the Company may shall be obligated under Section 3(a) hereof to pay the Expenses of any Proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of any claim or proceeding for which indemnification is sought by the Indemnitee such Proceeding; with counsel approved by reasonably acceptable to Indemnitee, provided that Indemnitee may not unreasonably withhold approval, so long as upon the Company notifies the delivery to Indemnitee of Company's election within a reasonable time of receiving written notice of its election to do so. After delivery of such notice and the claim or proceeding. If the Indemnitee approves exercise retention of the Company's rights hereundercounsel reasonably acceptable to Indemnitee, the Company will shall not be liable to Indemnitee under this Agreement or otherwise for any fees of counsel Expenses subsequently directly incurred by Indemnitee in connection with respect to the same proceedingIndemnitee’s defense of such Claim, provided that: that (i) Indemnitee shall have the right to employ his or her own counsel in any such proceeding Proceeding at Indemnitee's ’s expense; and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not, in fact, have employed counsel to assume the defense of such proceedingProceeding, then the fees and expenses Expenses of Indemnitee's ’s counsel shall be paid by at the expense of the Company.

Selection of Counsel. The Company may In the event the Corporation shall be obligated hereunder to pay the Expenses of any Claim, the Corporation shall be entitled to assume the defense of any claim or proceeding for which indemnification is sought by the Indemnitee such Claim with counsel approved by Indemnitee, provided that Indemnitee may which approval shall not be unreasonably withhold approvalwithheld, so long as upon the Company notifies the delivery to Indemnitee of Company's election within a reasonable time of receiving written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the claim or proceeding. If retention of such counsel by the Indemnitee approves exercise of the Company's rights hereunderCorporation, the Company Corporation will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, Claim; provided that: , (i) Indemnitee shall have the right to employ his or her own Indemnitee’s counsel in any such proceeding Claim at Indemnitee's expense; Indemnitee expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the CompanyCorporation, (B) Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company Corporation and Indemnitee in the conduct of any such defense, or (C) the Company Corporation shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingClaim, then the fees and expenses of Indemnitee's Indemnitee counsel shall be paid by at the Companyexpense of the Corporation. The Corporation shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim against Indemnitee without the consent of the Indemnitee so long as any such settlement includes a complete release of Indemnitee and does not impose any obligation on Indemnitee other than the payment of money for which the Corporation will be obligated.

Selection of Counsel. The In the event the Company may shall be obligated hereunder to pay the Expenses of any Claim, the Indemnitee shall be entitled to request that the Company assume the defense of any claim or proceeding for which indemnification is sought by the Indemnitee such Claim with counsel approved by Indemnitee, provided that Indemnitee may not unreasonably withhold approval, so long as upon the delivery to the Company notifies the Indemnitee of Company's election within a reasonable time of receiving written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the claim or proceeding. If the Indemnitee approves exercise retention of such counsel by the Company's rights hereunder, 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, Claim; provided that: , (i) Indemnitee shall have the right to employ his or her own separate legal counsel in any such proceeding Claim at Indemnitee's expense; ’s expense and (ii) if (A) the employment of separate legal counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not, in fact, have employed not continue to retain the legal counsel originally appointed to assume the defense of defend such proceedingClaim, then the fees and expenses of Indemnitee's ’s separate legal counsel shall be paid by at the expense of the Company. The Company shall conduct the defense of the Indemnitee in good faith and in consultation with the Indemnitee and legal counsel, and the Company shall not settle any claim against Indemnitee without the express written consent of the Indemnitee.

Selection of Counsel. The In the event the Company may shall be obligated hereunder to pay the Expenses of any Claim the Company, if appropriate, shall be entitled to assume the defense of any claim or proceeding for which indemnification is sought by the Indemnitee such Claim with counsel approved by Indemnitee, provided that Indemnitee may (not to be unreasonably withhold approval, so long as withheld) upon the Company notifies the delivery to Indemnitee of Company's election within a reasonable time of receiving written notice of the claim or proceedingCompany’s election so to do. If After delivery of such notice, approval of such counsel by Indemnitee and the Indemnitee approves exercise retention of such counsel by the Company's rights hereunder, 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, Claim; provided that: , (i) Indemnitee shall have the right to employ his or her own Indemnitee’s separate counsel in any such proceeding Claim at Indemnitee's expense; ’s Expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingClaim, then the fees and expenses Expenses of Indemnitee's ’s separate counsel shall be paid by at the Expense of the Company.

Selection of Counsel. The In the event the Company may shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of any claim or proceeding for which indemnification is sought by the Indemnitee such Claim with counsel approved by Indemnitee, provided that Indemnitee may which approval shall not be unreasonably withhold approvalwithheld, so long as upon the Company notifies the delivery to Indemnitee of Company's election within a reasonable time of receiving written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the claim or proceeding. If the Indemnitee approves exercise retention of such counsel by the Company's rights hereunder, 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 proceedingClaim; provided, provided that: (i) Indemnitee shall have the right to employ his or her own Indemnitee’s counsel in any such proceeding Claim at Indemnitee's ’s expense; , and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingClaim, then the fees and expenses of Indemnitee's ’s counsel shall be paid by at the expense of the Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim against Indemnitee without the consent of the Indemnitee.

Selection of Counsel. The In the event the Company may shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of any claim or proceeding for which indemnification is sought by the Indemnitee such Claim with counsel approved by Indemnitee, provided that Indemnitee may which approval shall not be unreasonably withhold approvalwithheld, so long as upon the Company notifies the delivery to Indemnitee of Company's election within a reasonable time of receiving written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the claim or proceeding. If the Indemnitee approves exercise retention of such counsel by the Company's rights hereunder, 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, Claim; provided that: that (i) Indemnitee shall have the right to employ his or her Indemnitee’s own counsel in any such proceeding Claim at Indemnitee's expense; ’s expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingClaim, then the fees and expenses of Indemnitee's Indemnitee counsel shall be paid by at the expense of the Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim against Indemnitee without the consent of the Indemnitee.

Selection of Counsel. The In the event the Company may shall be obligated hereunder to pay the Expenses of any Claim, the Company, if appropriate, shall be entitled to assume the defense of any claim or proceeding for which indemnification is sought by the Indemnitee such Claim with counsel approved by Indemnitee, provided that Indemnitee may (not to be unreasonably withhold approval, so long as withheld) upon the Company notifies the delivery to Indemnitee of Company's election within a reasonable time of receiving written notice of the claim or proceedingCompany’s election so to do. If After delivery of such notice, approval of such counsel by Indemnitee and the Indemnitee approves exercise retention of such counsel by the Company's rights hereunder, 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, Claim; provided that: , (i) Indemnitee shall have the right to employ his or her own Indemnitee’s separate counsel in any such proceeding Claim at Indemnitee's expense; ’s own expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingClaim, then the fees and expenses of Indemnitee's ’s separate counsel shall be paid by the Companyconsidered an Expense.

Selection of Counsel. The In the event the Company may shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of any claim or proceeding for which indemnification is sought by the Indemnitee such Claim with counsel approved by Indemnitee, provided that Indemnitee may which approval shall not be unreasonably withhold approvalwithheld, so long as upon the Company notifies the delivery to Indemnitee of Company's election within a reasonable time of receiving written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the claim or proceeding. If the Indemnitee approves exercise retention of such counsel by the Company's rights hereunder, 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 proceedingClaim; PROVIDED, provided thatTHAT: (i) Indemnitee shall have the right to employ his or her own Indemnitee's counsel in any such proceeding Claim at Indemnitee's expense; , and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingClaim, then the fees and expenses of Indemnitee's counsel shall be paid by at the expense of the Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim against Indemnitee without the consent of the Indemnitee.

Selection of Counsel. The In the event the Company may shall be obligated -------------------- hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of any claim or proceeding for which indemnification is sought by the Indemnitee such Claim with counsel approved by Indemnitee, provided that Indemnitee may which approval shall not be unreasonably withhold approvalwithheld, so long as upon the Company notifies the delivery to Indemnitee of Company's election within a reasonable time of receiving written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the claim or proceeding. If the Indemnitee approves exercise retention of such counsel by the Company's rights hereunder, 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, Claim; provided that: , (i) Indemnitee shall have the right to employ his or her own Indemnitees' counsel in any such proceeding Claim at Indemnitee's expense; Indemnitee expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel as selected by the Company and approved by Indemnitee to assume the defense of defend such proceedingClaim, then the Company shall be liable for the fees and expenses of Indemnitee's counsel counsel. The Company shall be paid by have the Companyright to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim against Indemnitee without the consent of the Indemnitee.

Selection of Counsel. The In the event the Company may shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of any claim or proceeding for which indemnification is sought by the Indemnitee such Claim with counsel approved by Indemnitee, provided that Indemnitee may which approval shall not be unreasonably withhold approvalwithheld, so long as upon the Company notifies the delivery to Indemnitee of Company's election within a reasonable time of receiving written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the claim or proceeding. If the Indemnitee approves exercise retention of such counsel by the Company's rights hereunder, 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, Claim; provided that: , (i) Indemnitee shall have the right to employ his or her own Indemnitee's counsel in any such proceeding Claim at Indemnitee's expense; expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingClaim, then the fees and expenses of Indemnitee's counsel shall be paid by at the expense of the Company.. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim against Indemnitee without the consent of the Indemnitee; provided that the Company shall not settle any Claim (or any part thereof) in a manner that imposes any penalty or liability on Indemnitee without Indemnitee’s prior written consent, which shall not be unreasonably withheld. The Company shall not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Company

Selection of Counsel. The Company may In the event the Corporation shall be obligated hereunder to pay the Expenses of any Claim, the Corporation shall be entitled to assume the defense of any claim or proceeding for which indemnification is sought by the Indemnitee such Claim with counsel approved by Indemnitee, provided that Indemnitee may which approval shall not be unreasonably withhold approvalwithheld, so long as upon the Company notifies the delivery to Indemnitee of Company's election within a reasonable time of receiving written notice of the claim or proceedingCorporation’s election so to do. If After delivery of such notice, approval of such counsel by Indemnitee and the Indemnitee approves exercise retention of such counsel by the Company's rights hereunderCorporation, the Company Corporation will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, Claim; provided that: , (i) Indemnitee shall have the right to employ his or her own Indemnitees’ counsel in any such proceeding Claim at Indemnitee's expense; Indemnitee expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the CompanyCorporation, (B) Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company Corporation and Indemnitee in the conduct of any such defense, or (C) the Company Corporation shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingClaim, then the fees and expenses of Indemnitee's Indemnitee counsel shall be paid by at the Companyexpense of the Corporation. The Corporation shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim against Indemnitee without the consent of the Indemnitee.

Selection of Counsel. The In the event the Company may shall be obligated hereunder to pay the Expenses of any Claim, the Company, if appropriate, shall be entitled to assume the defense of any claim or proceeding for which indemnification is sought by the Indemnitee such Claim with counsel approved by Indemnitee, provided that Indemnitee may (not to be unreasonably withhold approval, so long as withheld) upon the Company notifies the delivery to Indemnitee of Company's election within a reasonable time of receiving written notice of the claim or proceeding. If the Indemnitee approves exercise of the Company's rights hereunderelection to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, Claim; provided that: , (i) Indemnitee shall have the right to employ his or her own Indemnitee's separate counsel in any such proceeding Claim at Indemnitee's expense; (ii) Indemnitee shall have the right to employ its own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (iiiii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingClaim, then the fees and expenses of Indemnitee's separate counsel shall be paid by at the expense of the Company.

Selection of Counsel. The In the event the Company may shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of any claim or proceeding for which indemnification is sought such Claim, with counsel reasonably approved by the applicable Indemnitee, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee with and the retention of such counsel approved by Indemnitee, provided that Indemnitee may not unreasonably withhold approval, so long as the Company notifies the Indemnitee of Company's election within a reasonable time of receiving notice of the claim or proceeding. If the Indemnitee approves exercise of the Company's rights hereunder, 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, Claim; provided that: , (i) the Indemnitee shall have the right to employ Indemnitee's counsel in any such Claim at the Indemnitee's expense; (ii) the Indemnitee shall have the right to employ his or her own counsel in connection with any such proceeding proceeding, at Indemnitee's expensethe expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (iiiii) if (A) the employment of counsel by the Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingClaim, then the fees and expenses of the Indemnitee's counsel shall be paid by at the expense of the Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim against any Indemnitee without the consent of Indemnitee.

Selection of Counsel. The If the Company may shall be obligated hereunder to pay or advance Expenses or indemnify Indemnitees with respect to any Losses, the Company shall be entitled to assume the defense of any claim or proceeding for which indemnification is sought related Claims, with counsel selected by the Indemnitee with counsel Company and approved by Indemniteethe Indemnitees in Indemnitees’ reasonable discretion, provided that Indemnitee may not unreasonably withhold approval, so long as upon the Company notifies the Indemnitee delivery to Indemnitees of Company's election within a reasonable time of receiving written notice of its election so to do. After the claim or proceeding. If the Indemnitee approves exercise retention of such counsel by the Company's rights hereunder, the Company will not be liable to Indemnitee Indemnitees under this Agreement for any fees of other counsel subsequently incurred by Indemnitee Indemnitees with respect to the same proceeding, defense of such Claims; provided that: (i) Indemnitee Indemnitees shall have the right to employ his or her own counsel in connection with any such proceeding Claim at Indemnitee's Indemnitees’ expense; and (ii) if (A) the employment of counsel by Indemnitee Indemnitees has been previously authorized by the Company, (B) Indemnitee counsel for Indemnitees shall have reasonably concluded provided the Company with written advice that there may reasonably be expected to exist a conflict of interest between the Company and Indemnitee Indemnitees in the conduct of any such defense, or (C) the Company shall not, not have in fact, have employed fact retained counsel to assume the defense of or shall not continue to retain such proceedingcounsel to defend such Claim, then the fees and expenses of Indemnitee's Indemnitees’ counsel shall be paid by at the expense of the Company. The Company may not settle or compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder without the prior written consent of the Indemnitees (such consent not to be unreasonably withheld).

Selection of Counsel. The In the event the Company may shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of any claim or proceeding for which indemnification is sought by the Indemnitee such Claim, with counsel approved by Indemnitee, provided that Indemnitee may not unreasonably withhold approval, so long as the Company notifies the Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of Company's election within a reasonable time of receiving notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the claim or proceeding. If the Indemnitee approves exercise retention of such counsel by the Company's rights hereunder, 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, Claim; provided that: that (i) Indemnitee shall have the right to employ his or her own Indemnitee’s counsel in any such proceeding Claim at Indemnitee's expense; ’s expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not, in fact, have employed not continue to retain such counsel to assume the defense of defend such proceedingClaim, then the fees and expenses of Indemnitee's ’s counsel shall be paid by at the expense of the Company.

Selection of Counsel. The In the event the Company may shall be obligated under Section 3(a) hereof to pay the expenses of any Proceeding against Indemnitee, the Company, if ​ ​ appropriate, shall be entitled to assume the defense of any claim or proceeding for which indemnification is sought by the Indemnitee such Proceeding at its own expense, with counsel approved by Indemnitee, provided that Indemnitee may not unreasonably withhold approval, so long as upon the Company notifies the delivery to Indemnitee of Company's election within a reasonable time of receiving written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the claim or proceeding. If the Indemnitee approves exercise retention of such counsel by the Company's rights hereunder, 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 proceedingProceeding, provided that: that (i) Indemnitee shall have the right to employ his or her own counsel in any such proceeding Proceeding at Indemnitee's ’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, defense or (C) the Company shall not, in fact, have employed counsel to assume the defense of such proceedingProceeding, then the fees and expenses of Indemnitee's ’s counsel shall be paid by at the expense of the Company. The Company shall not settle any Proceeding in any manner that would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Company nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.