Common use of Assumption of Defense Clause in Contracts

Assumption of Defense. In the event the Company shall be obligated to advance the Expenses for any Proceeding against Indemnitee, the Company, if deemed appropriate by the Company, shall be entitled to assume the defense of such Proceeding as provided herein. Such defense by the Company may include the representation of two or more parties by one attorney or law firm as permitted under the ethical rules and legal requirements related to joint representations. Following delivery of written notice to Indemnitee of the Company’s election to assume the defense of such Proceeding, the approval by Indemnitee (which approval shall not be unreasonably withheld) of counsel designated by the Company and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees and expenses of counsel subsequently incurred by Indemnitee with respect to the same Proceeding. If (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have notified the Board in writing that Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, (C) the Company fails to employ counsel to assume the defense of such Proceeding, or (D) after a Change in Control, the employment of counsel by Indemnitee has been approved by the Independent Counsel, the Expenses related to work conducted by Indemnitee’s counsel shall be subject to indemnification and/or advancement pursuant to the terms of this Agreement. Nothing herein shall prevent Indemnitee from employing counsel for any such Proceeding at Indemnitee’s expense. Indemnitee agrees that any such separate counsel retained by Indemnitee will be a member of any approved list of panel counsel under the Company’s applicable directors’ and officers’ insurance policy, should the applicable policy provide for a panel of approved counsel.

Assumption of Defense. In the event the Company shall be obligated to advance the Expenses for any Proceeding against Indemnitee, the Company, if deemed appropriate by the Company, shall be entitled to assume the defense of such Proceeding as provided herein. Such defense by the Company may include the representation of two or more parties by one attorney or law firm as permitted under the ethical rules and legal requirements related to joint representations. Following delivery of written notice to Indemnitee of the Company’s election to assume the defense of such Proceeding, the approval by Indemnitee (which approval shall not be unreasonably withheld) of counsel designated by the Company and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees and expenses of counsel subsequently incurred by Indemnitee with respect to the same Proceeding. If (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have notified the Board in writing that Indemnitee has reasonably concluded that there may is likely to be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company fails to employ counsel to assume the defense of such Proceeding, or (D) after a Change in Control, the employment fees and expenses of counsel by Indemnitee has been approved by the Independent Counsel, the Expenses related to work conducted by Indemnitee’s counsel shall be subject to indemnification and/or advancement pursuant to the terms of this Agreement. Nothing herein shall prevent Indemnitee from employing counsel for any such Proceeding at Indemnitee’s expense. Indemnitee agrees that any such separate counsel retained by Indemnitee will be a member of any approved list of panel counsel under the Company’s applicable directors’ and officers’ insurance policy, should the applicable policy provide for a panel of approved counsel.

Assumption of Defense. In the event the Company shall be obligated to advance the Expenses for any Proceeding against Indemnitee, the Company, if deemed appropriate by the Company, shall be entitled to assume the defense of such Proceeding as provided herein. Such defense by the Company may include the representation of two or more parties by one attorney or law firm as permitted under the ethical rules and legal requirements related to joint representations. Following delivery of written notice to Indemnitee of the Company’s election to assume the defense of such Proceeding, the approval by Indemnitee (which approval shall not be unreasonably withheld) of counsel designated by the Company and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees and expenses of counsel subsequently incurred by Indemnitee with respect to the same Proceeding. If (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have notified the Board in writing that Indemnitee has reasonably concluded that there may is likely to be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, defense or (C) the Company fails to employ counsel to assume the defense of such Proceeding, or (D) after a Change in Control, the employment fees and expenses of counsel by Indemnitee has been approved by the Independent Counsel, the Expenses related to work conducted by Indemnitee’s counsel shall be subject to indemnification and/or advancement pursuant to the terms of this Agreement. Nothing herein shall prevent Indemnitee from employing counsel for any such Proceeding at Indemnitee’s expense. Indemnitee agrees that any such separate counsel retained by Indemnitee will be a member of any approved list of panel counsel under the Company’s applicable directors’ and officers’ insurance policy, should the applicable policy provide for a panel of approved counsel.

Assumption of Defense. In the event the Company shall be obligated to advance pay the Expenses for of any Proceeding against Indemnitee, the Company, if deemed appropriate by the Companyappropriate, shall be entitled to assume the defense of such Proceeding as provided herein. Such defense Proceeding, with counsel approved by Indemnitee (such approval not to be unreasonably withheld), upon the Company may include the representation of two or more parties by one attorney or law firm as permitted under the ethical rules and legal requirements related delivery to joint representations. Following delivery Indemnitee of written notice to Indemnitee of the Company’s election to assume the defense do so. After delivery of such Proceedingnotice, the approval of such counsel by Indemnitee (which approval shall not be unreasonably withheld) of counsel designated by the Company and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees and expenses of counsel subsequently incurred by Indemnitee with respect to the same Proceeding. If proceeding, provided that (Aa) Indemnitee shall have the right to employ his or her counsel in such Proceeding at Indemnitee’s expense, and (b) if (i) the employment of counsel by Indemnitee has been previously authorized in writing by the Company, (Bii) Indemnitee shall have notified the Board in writing that Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (Ciii) the Company fails to employ shall not within 30 calendar days of receipt of notice from the Indemnitee, in fact, have employed counsel to assume the defense of such Proceeding, or (D) after a Change in Control, then the employment fees and expenses of counsel by Indemnitee has been approved by the Independent Counsel, the Expenses related to work conducted by Indemnitee’s counsel shall be subject at the expense of the Company. The Company shall not settle any action or claim that would impose any penalty or limitation on Indemnitee without Indemnitee’s prior written consent. Neither the Company nor Indemnitee will unreasonably withhold its or his or her consent to indemnification and/or advancement pursuant any proposed settlement; provided, however, Indemnitee shall not be required to the terms consent to any settlement of this Agreement. Nothing herein shall prevent a Proceeding to which he or she is party, unless such settlement is reasonably satisfactory to Indemnitee and releases Indemnitee from employing counsel for all potential Expenses; provided, further, that the Company shall not, on its own behalf, settle any such Proceeding at Indemnitee’s expense. Indemnitee agrees that any such separate counsel retained by Indemnitee will be a member part of any approved list of panel counsel under Proceeding to which Indemnitee is party with respect to other parties (including the Company’s applicable directors’ and officers’ ) without the written consent of Indemnitee if any portion of such settlement is to be funded from insurance policy, should the applicable policy provide for a panel of approved counselproceeds.

Assumption of Defense. In the event the Company shall be obligated to advance the Expenses for any Proceeding against Indemnitee, the Company, if deemed appropriate by the Company, shall be entitled to assume the defense of such Proceeding as provided herein. Such defense by the Company may include the representation of two or more parties by one attorney or law firm as permitted under the ethical rules and legal requirements related to joint representations. Following delivery of written notice to Indemnitee of the Company’s election to assume the defense of such Proceeding, the approval by Indemnitee (which approval shall not be unreasonably withheld) of counsel designated by the Company and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees and expenses of counsel subsequently incurred by Indemnitee with respect to the same Proceeding. If (Ai) the employment of counsel by Indemnitee has been previously authorized by the Company, (Bii) Indemnitee shall have notified the Board in writing that Indemnitee has reasonably concluded that there may is likely to be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (Ciii) the Company fails to employ counsel to assume the defense of such Proceeding, or (D) after a Change in Control, the employment fees and expenses of counsel by Indemnitee has been approved by the Independent Counsel, the Expenses related to work conducted by Indemnitee’s counsel shall be subject to indemnification and/or advancement pursuant to the terms of this Agreement. Nothing herein shall prevent Indemnitee from employing counsel for any such Proceeding at Indemnitee’s expense. Indemnitee agrees that any such separate counsel retained by Indemnitee will be a member of any approved list of panel counsel under the Company’s applicable directors’ and officers’ insurance policy, should the applicable policy provide for a panel of approved counsel.

Assumption of Defense. In the event the Company shall be obligated to advance the Expenses for any Proceeding against Indemnitee, the Company, if deemed appropriate by the Company, shall be entitled to assume the defense of such Proceeding as provided herein. Such defense by the Company may include the representation of two or more parties by one attorney or law firm as permitted under the ethical rules and legal requirements related to joint representations. Following delivery of written notice to Indemnitee of the Company’s election to assume the defense of such Proceeding, the approval by Indemnitee (which approval shall not be unreasonably withheld, delayed or conditioned) of counsel designated by the Company Company, and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees and expenses of counsel subsequently incurred by Indemnitee with respect to the same Proceeding. If (Ai) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (Bii) Indemnitee shall have notified the Board in writing that Indemnitee or separate counsel for Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, (Ciii) the Company fails to employ counsel to assume the defense of such Proceeding, or (Div) after a Change in Control, the employment of counsel by Indemnitee has been approved by the Independent Counsel, the Expenses related to work conducted by Indemnitee’s counsel shall be subject to indemnification and/or advancement pursuant to the terms of this Agreement. Nothing herein shall prevent Indemnitee from employing counsel for any such Proceeding at Indemnitee’s expense. Indemnitee agrees that any such separate counsel retained by Indemnitee will be a member of any approved list of panel counsel under the Company’s applicable directors’ and officers’ insurance policypolicies, should the applicable policy policies provide for a panel of approved counsel. Nothing herein shall prevent Indemnitee from employing counsel for any Proceeding at Indemnitee’s own expense.

Assumption of Defense. In the event the Company shall be obligated to advance the Expenses for any Proceeding against Indemnitee, the Company, if deemed appropriate by the CompanyIndemnitee in writing, shall be entitled to assume the defense of such Proceeding as provided hereinherein within ten (10) days of the Company’s receipt of such written notice from Indemnitee. Such defense by the Company may include the representation of two or more parties by one attorney or law firm as permitted under the ethical rules and legal requirements related to joint representations. Following delivery of written notice to Indemnitee of the Company’s election confirmation to assume the defense of such Proceeding, the approval by Indemnitee (which approval shall not be unreasonably withheld) of counsel designated by the Company and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees and expenses of counsel subsequently incurred by Indemnitee with respect to the same Proceeding. If (Ai) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have notified the Board in writing that Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, (Cii) the Company fails to employ counsel to assume and diligently conduct the defense of such Proceeding, or (Diii) after in the reasonable opinion of legal counsel to Indemnitee, there is a Change in Controlconflict of interest between Indemnitee and the Company (or any other party or parties being jointly represented) or there are legal defenses available to Indemnitee that are not available to the Company (or any other party or parties being jointly represented), the employment fees and expenses of counsel by Indemnitee has been approved by the Independent Counsel, the Expenses related to work conducted by Indemnitee’s counsel shall be subject to indemnification and/or advancement pursuant to the terms of this Agreement. Nothing herein shall prevent Indemnitee from employing counsel for any such Proceeding at Indemnitee’s expenseexpense or providing the Company with information indicating that there may be a conflict of interest in the conduct of any such defense between (A) the Company and Indemnitee or (B) Indemnitee and any other party or parties being jointly represented. The party having responsibility for defense of a Proceeding shall provide the other party and its legal counsel with all copies of pleadings and material correspondence relating to the Proceeding. Indemnitee agrees that any such separate counsel retained by Indemnitee will be a member and the Company shall reasonably cooperate in the defense of any approved list Proceeding with respect to which indemnification is sought hereunder, regardless of panel counsel under whether the Company’s applicable directors’ and officers’ insurance policy, should Company or Indemnitee assumes the applicable policy provide for a panel of approved counseldefense thereof.

Assumption of Defense. In the event the Company shall be obligated to advance the Expenses for any Proceeding against Indemnitee, the Company, if deemed appropriate by the Company, shall be entitled to assume the defense of such Proceeding as provided herein. Such defense by the Company may include the representation of two or more parties by one attorney or law firm as permitted under the ethical rules and legal requirements related to joint representations. Following delivery of written notice to Indemnitee of the Company’s election to assume the defense of such Proceeding, the approval by Indemnitee (which approval shall not be unreasonably withheld) of counsel designated by the Company and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees and expenses of counsel subsequently incurred by Indemnitee with respect to the same Proceeding. If (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have notified the Board in writing that Indemnitee has reasonably concluded that there may is likely to be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company fails to employ counsel to assume the defense of such Proceeding, or (D) after a Change in Control, the employment fees and expenses of counsel by Indemnitee has been approved by the Independent Counsel, the Expenses related to work conducted by Indemnitee’s counsel shall be subject to indemnification and/or advancement pursuant to the terms of this Agreement. Nothing herein shall prevent Indemnitee from employing counsel for any such Proceeding at Indemnitee’s expense. Notwithstanding anything in this agreement to the contrary, Indemnitee agrees that shall have the right to employ Indemnitee’s own counsel in connection with any such separate counsel retained by Indemnitee will be a member Proceeding, at the expense of any approved list of panel counsel under the Company’s applicable directors’ , if such counsel serves in a review, observer, advice, and officers’ insurance policycounseling capacity and does not otherwise materially control or participate in the defense of such Proceeding; provided, should however, that Indemnitee must choose his or her own counsel from three options provided to the applicable policy provide for a panel of approved counselIndemnitee by the Company.

Assumption of Defense. In the event the Company shall be obligated to advance the Expenses for any Proceeding against Indemnitee, the Company, if deemed appropriate by the Company, shall be entitled to assume the defense of such Proceeding as provided herein. Such defense by the Company may include the representation of two or more parties by one attorney or law firm as permitted under the ethical rules and legal requirements related to joint representations. Following delivery of written notice to Indemnitee of the Company’s election to assume the defense of such Proceeding, the approval by Indemnitee (which approval shall not be unreasonably withheld) of counsel designated by the Company and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees and expenses of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that Indemnitee shall have the right to employ his or her own counsel in connection with any such Proceeding, at the expense of Indemnitee, 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. If (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have notified the Board in writing that Indemnitee has 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 fails to employ counsel to assume the defense of such Proceeding, or (D) after a Change in Control, the employment fees and expenses of counsel by Indemnitee has been approved by the Independent Counsel, the Expenses related to work conducted by Indemnitee’s counsel shall be subject to indemnification and/or advancement pursuant to the terms of this Agreement. Nothing herein shall prevent Indemnitee from employing counsel for any such Proceeding at Indemnitee’s expense. Indemnitee agrees that any such separate counsel retained by Indemnitee will be a member of any approved list of panel counsel under the Company’s applicable directors’ and officers’ insurance policy, should the applicable policy provide for a panel of approved counsel.

Assumption of Defense. In the event the Company shall be obligated to advance the Expenses for any Proceeding against Indemnitee, the Company, if deemed appropriate by the Company, shall be entitled to assume the defense of such Proceeding as provided herein. Such defense by the Company may include the representation of two or more parties by one attorney or law firm as permitted under the ethical rules and legal requirements related to joint representations. Following delivery of written notice to Indemnitee of the Company’s election to assume the defense of such Proceeding, the approval by Indemnitee (which approval shall not be unreasonably withheld) of counsel designated by the Company and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees and expenses of counsel subsequently incurred by Indemnitee with respect to the same Proceeding. If (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have notified the Board in writing that Indemnitee has 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 fails to employ counsel to assume the defense of such Proceeding, or (D) after a Change in Control, the employment fees and expenses of counsel by Indemnitee has been approved by the Independent Counsel, the Expenses related to work conducted by Indemnitee’s counsel shall be subject to indemnification and/or advancement pursuant to the terms of this Agreement. Nothing herein shall prevent Indemnitee from employing counsel for any such Proceeding at Indemnitee’s expense. Indemnitee agrees that any such separate counsel retained by Indemnitee will be a member of any approved list of panel counsel under the Company’s applicable directors’ and officers’ insurance policy, should the applicable policy provide for a panel of approved counsel.

Assumption of Defense. In the event the Company shall be obligated to advance the Expenses for any Proceeding against Indemnitee, the Company, if deemed appropriate by the Company, shall be entitled to assume the defense of such Proceeding as provided herein. Such defense by the Company may include the representation of two or more parties by one attorney or law firm as permitted under the applicable ethical rules and legal requirements related to joint representations. Following delivery of written notice to Indemnitee of the Company’s election to assume the defense of such Proceeding, the approval by Indemnitee (which approval shall not be unreasonably withheld) of counsel designated by the Company and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees and expenses of other counsel subsequently incurred by Indemnitee with respect to the same Proceeding. If (Ai) the employment of counsel by Indemnitee has been previously authorized by the Company, Company or (B) Indemnitee shall have notified the Board in writing that Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, (Cii) the Company fails to employ counsel to assume the defense of such Proceeding, or (D) after a Change in Control, the employment fees and expenses of counsel by Indemnitee has been approved by the Independent Counsel, the Expenses related to work conducted by Indemnitee’s counsel shall be subject to indemnification and/or advancement pursuant to the terms of this Agreement. Nothing herein shall prevent Indemnitee from employing counsel for any such Proceeding at Indemnitee’s expense. Indemnitee agrees expense or providing the Company with information indicating that there may be a conflict of interest in the conduct of any such separate counsel retained by defense between (A) the Company and Indemnitee or (B) Indemnitee and any other party or parties being jointly represented, in which case the Company will not be a member entitled, without the written consent of Indemnitee, to assume such defense. In addition, the Company will not be entitled, without the written consent of Indemnitee, to assume the defense of any approved list claim brought by or in the right of panel counsel under the Company’s applicable directors’ and officers’ insurance policy, should the applicable policy provide for a panel of approved counsel.

Assumption of Defense. In the event the Company shall be obligated to advance the Expenses for any Proceeding against Indemnitee, the Company, if deemed appropriate by the Company, shall be entitled to assume the defense of such Proceeding as provided herein. Such defense by the Company may include the representation of two or more parties by one attorney or law firm as permitted under the ethical rules and legal requirements related to joint representations. Following delivery of written notice to Indemnitee of the Company’s election to assume the defense of such Proceeding, the approval by Indemnitee (which approval shall not be unreasonably withheld) of counsel designated by the Company and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees and expenses of counsel subsequently incurred by Indemnitee with respect to the same Proceeding. If (A) the employment of counsel by Indemnitee Xxxxxxxxxx has been previously authorized by the Company, (B) Indemnitee shall have notified the Board in writing that Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, (C) the Company fails to employ counsel to assume the defense of such Proceeding, or (D) after a Change in Control, the employment of counsel by Indemnitee has been approved by the Independent Counsel, the Expenses related to work conducted by Indemnitee’s counsel shall be subject to indemnification and/or advancement pursuant to the terms of this Agreement. Nothing herein shall prevent Indemnitee from employing counsel for any such Proceeding at Indemnitee’s expense. Indemnitee agrees that any such separate counsel retained by Indemnitee will be a member of any approved list of panel counsel under the Company’s applicable directors’ and officers’ insurance policy, should the applicable policy provide for a panel of approved counsel.

Assumption of Defense. In the event the Company shall be obligated to advance the Expenses for any Proceeding against Indemnitee, the Company, if deemed appropriate by the Company, shall be entitled to assume the defense of such Proceeding as provided herein. Such defense by the Company may include the representation of two or more parties by one attorney or law firm as permitted under the ethical rules and legal requirements related to joint representations. Following delivery of written notice to Indemnitee of the Company’s election to assume the defense of such Proceeding, the approval by Indemnitee (which approval shall not be unreasonably withheld, conditioned or delayed) of counsel designated by the Company and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees and expenses of counsel subsequently incurred by Indemnitee with respect to the same Proceeding. If (Ai) the employment of counsel by Indemnitee has been previously authorized by the Company, (Bii) Indemnitee shall have notified the Board in writing that Indemnitee has reasonably concluded that there may is likely to be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (Ciii) the Company fails to employ counsel to assume the defense of such Proceeding, or (D) after a Change in Control, the employment fees and expenses of counsel by Indemnitee has been approved by the Independent Counsel, the Expenses related to work conducted by Indemnitee’s counsel shall be subject to indemnification and/or advancement pursuant to the terms of this Agreement. Nothing herein shall prevent Indemnitee from employing counsel for any such Proceeding at Indemnitee’s expense. Indemnitee agrees that any such separate counsel retained by Indemnitee will be a member of any approved list of panel counsel under the Company’s applicable directors’ and officers’ insurance policy, should the applicable policy provide for a panel of approved counsel.

Assumption of Defense. In the event the Company (i) shall be obligated to advance the Expenses for any Proceeding against IndemniteeIndemnitee by a third party and (ii) acknowledges in writing the Company’s obligation to indemnify the Indemnitee with respect to such Proceeding (subject to the terms of this Agreement), the Company, if deemed appropriate by the Company, Company shall be entitled to assume the defense of such Proceeding as provided herein. Such defense by the Company may include the representation of two or more parties by one attorney or law firm as permitted under the ethical rules and legal requirements related to joint representations, subject to exceptions set forth below in the event of a potential conflict of interest. Following delivery of written notice to Indemnitee of the Company’s election to assume the defense of such Proceeding and the Company’s acknowledgment of its indemnification obligation with respect to such Proceeding, the approval by Indemnitee (which approval shall not be unreasonably withheld) of counsel designated by the Company and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees and expenses of separate counsel subsequently incurred by Indemnitee with respect to the same ProceedingProceeding so long as such Proceeding is diligently defended. For the avoidance of doubt, a potential conflict of interest shall be deemed a reasonable basis for the Indemnitee to withhold consent under this section. If (Ai) the employment of counsel by Indemnitee has been previously authorized by the Company, (Bii) Indemnitee shall have notified the Board in writing that Indemnitee has reasonably concluded that there may is likely to be a conflict of interest between the Company (or any other co-clients as provided above) and Indemnitee in the conduct of any such defense, or (Ciii) the Company fails to employ counsel to assume the defense of such Proceeding, or (D) after a Change in Control, the employment fees and expenses of counsel by Indemnitee has been approved by the Independent Counsel, the Expenses related to work conducted by Indemnitee’s own counsel shall be subject to indemnification and/or advancement pursuant to the terms of this Agreement. Nothing herein shall prevent Indemnitee from employing counsel for any such Proceeding at Indemnitee’s own expense. Indemnitee agrees that any such separate counsel retained by Indemnitee will be a member of any approved list of panel counsel under the Company’s applicable directors’ and officers’ insurance policy, should the applicable policy provide for a panel of approved counsel.

Assumption of Defense. In the event the Company shall be obligated under Section 2(a) hereof to advance pay the Expenses for expenses of any Proceeding against involving Indemnitee, the Company, if deemed appropriate by the Companyappropriate, shall be entitled to assume the defense of such Proceeding as provided herein. Such defense Proceeding, with counsel approved by Indemnitee (such approval not to be unreasonably withheld), upon the Company may include the representation of two or more parties by one attorney or law firm as permitted under the ethical rules and legal requirements related delivery to joint representations. Following delivery Indemnitee of written notice to Indemnitee of the Company’s its election to assume the defense do so. After delivery of such Proceedingnotice, the approval of such counsel by Indemnitee (which approval shall not be unreasonably withheld) of counsel designated by the Company and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees and expenses of counsel subsequently incurred by Indemnitee with respect to the same Proceeding. If ; provided that (i) Indemnitee shall have the right to employ his or her counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have notified the Board in writing that Indemnitee has 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 fails to employ shall not, in fact, have employed counsel to assume the defense of such Proceeding, or (D) after a Change in Control, then the employment fees and expenses of counsel by Indemnitee has been approved by the Independent Counsel, the Expenses related to work conducted by Indemnitee’s counsel shall be subject to indemnification and/or advancement pursuant to at the terms expense of this Agreementthe Company. Nothing herein Under no circumstance shall prevent the Company settle any Proceeding (in whole or in part) if such settlement would impose any expense, judgment, fine, penalty or limitation on Indemnitee from employing counsel for any such Proceeding at without Indemnitee’s expense. Indemnitee agrees that any such separate counsel retained by Indemnitee will be a member of any approved list of panel counsel under the Company’s applicable directors’ and officers’ insurance policy, should the applicable policy provide for a panel of approved counselprior written consent.

Assumption of Defense. (a) In the event the Company shall be obligated is requested by Indemnitee to advance pay the Expenses for of any Proceeding against IndemniteeProceeding, the Company, if deemed appropriate by the Companyappropriate, shall will be entitled to assume the defense of such Proceeding as provided herein. Such defense by the Company may include the representation of two or more parties by one attorney or law firm as permitted under the ethical rules and legal requirements related to joint representations. Following delivery of written notice to Indemnitee of the Company’s election to assume the defense of such that Proceeding, or to participate to the approval extent permissible in that Proceeding, with counsel approved by Indemnitee (Indemnitee, which approval shall may not be unreasonably withheld) withheld or delayed. Upon assumption of counsel designated the defense by the Company and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees and expenses of counsel subsequently incurred by Indemnitee with respect to the same Proceeding; provided, that Indemnitee will have the right to employ separate counsel in that Proceeding at Indemnitee's sole cost and expense. If (A) After the employment Company has assumed the defense of a Proceeding, Indemnitee will be entitled to, at Indemnitee's own expense, engage counsel for the purpose of monitoring the defense being provided by Indemnitee has been previously authorized counsel retained by the Company, and the Company must direct that counsel to cooperate with and provide requested information to Indemnitee's monitoring counsel. Notwithstanding the foregoing, if (Bi) Indemnitee shall have notified Indemnitee's counsel delivers a written notice to the Board in writing Company stating that Indemnitee such counsel has reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defensedefense in the Proceeding, (Cii) the Company fails to employ has not, in fact, employed counsel to assume or otherwise actively pursued the defense of such the Proceeding within a reasonable time, or thereafter reasonably maintained the defense of the Proceeding, (iii) there has been a Change in Control (as defined below), or (Div) after a Change in Control, the employment of Indemnitee reasonably concludes that counsel by Indemnitee has been approved engaged by the Independent CounselCompany on behalf of Indemnitee may not adequately represent Indemnitee, then in any such event the Expenses related fees and expenses of Indemnitee's counsel to work conducted by Indemnitee’s counsel shall defend the Proceeding must be at the expense of the Company and subject to the indemnification and/or and advancement pursuant to the terms of expenses provisions of this Agreement. Nothing herein shall prevent Indemnitee from employing Provided, however, that in the event there are other defendants in a Proceeding who are entitled to counsel other than counsel engaged by the Company, the Company will only be obligated to pay the fees and expenses of one (1) counsel for any all those defendants, including Indemnitee, unless Indemnitee's counsel delivers a written notice to the Company stating that such Proceeding at Indemnitee’s expense. Indemnitee agrees counsel has reasonably concluded that any such separate counsel retained by Indemnitee will there may be a member conflict of any approved list of panel interest that would prevent one (1) counsel under the Company’s applicable directors’ and officers’ insurance policyfrom representing all such defendants, should the applicable policy provide for a panel of approved counselincluding Indemnitee.

Assumption of Defense. In the event the Company shall be obligated to advance the Expenses for any Proceeding against the Indemnitee, the Company, if deemed appropriate by the Company, shall be entitled to assume the defense of such Proceeding as provided herein. Such defense by the Company may include the representation of two or more parties by one attorney or law firm as permitted under the ethical rules and legal requirements related to joint representations. Following delivery of written notice to the Indemnitee of the Company’s election to assume the defense of such Proceeding, the approval by the Indemnitee (which approval shall not be unreasonably withheld) of counsel designated by the Company and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees and expenses of counsel subsequently incurred by the Indemnitee with respect to the same Proceeding. If (A) the employment of counsel by the Indemnitee has been previously authorized by the Company, (B) the Indemnitee shall have notified the Board in writing that notwithstanding counsel’s determination that joint representation is permitted under the ethical rules and legal requirements related to such representations, the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee, or between Indemnitee and any other current or former director, officer or employee of the Company who is a named defendant in such Proceeding and is represented by such counsel, in the conduct of any such defense, or (C) the Company fails to employ counsel to assume the defense of such Proceeding, or (D) after a Change in ControlProceeding within 30 days, the employment fees and expenses of counsel by Indemnitee has been approved by the Independent Counsel, the Expenses related to work conducted by Indemnitee’s counsel shall be subject to indemnification and/or advancement pursuant to the terms of this Agreement. Nothing herein shall prevent the Indemnitee from employing counsel for any such Proceeding at the Indemnitee’s expense. Indemnitee agrees that For the avoidance of doubt, in any such separate counsel retained Proceeding brought by Indemnitee will be a member or in the right of any approved list of panel counsel under the Company’s applicable directors’ , Indemnitee shall be deemed to have a reasonable basis to conclude that a conflict of interest between the Company and officers’ insurance policy, should the applicable policy provide Indemnitee exists for a panel the purposes of approved counselclause (B) of this paragraph.

Assumption of Defense. In the event the Company shall be obligated to advance Expenses to the Expenses for any Proceeding against IndemniteeIndemnitee and so long as there shall not have occurred a Change in Control, the Company, if deemed appropriate by the Company, Company shall be entitled to assume the defense of such Proceeding as provided herein. Such defense Proceeding, with counsel approved by the Company may include the representation of two or more parties by one attorney or law firm as permitted under the ethical rules and legal requirements related to joint representations. Following delivery of written notice to Indemnitee of the Company’s election to assume the defense of such Proceeding, the approval by Indemnitee (which approval shall not be unreasonably withheld) ), upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel designated by the Company Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees and expenses Expenses of counsel subsequently incurred by the Indemnitee with respect to the same Proceeding. If , provided that: (Aa) the Indemnitee shall have the right to employ his or her own counsel in any such Proceeding at the Indemnitee’s sole expense (not to be reimbursed or otherwise indemnified or paid by the Company); (b) the Indemnitee shall have the right to employ his or her own counsel in connection with any such Proceeding, at the expense of the Company, if such counsel serves in a reviewer, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such Proceeding; and (c) if (i) the employment of counsel by the Indemnitee has been previously authorized by the Company, (Bii) the Indemnitee shall have notified the Board in writing that Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense, defense or (Ciii) the Company fails to employ shall not, in fact, have employed counsel to assume the defense of such Proceeding, or (D) after a Change in Control, then the employment fees and Expenses of counsel by Indemnitee has been approved by the Independent Counsel, the Expenses related to work conducted by Indemnitee’s counsel shall be subject to indemnification and/or advancement pursuant to at the terms expense of this Agreementthe Company. Nothing herein The Company shall prevent not settle any action, claim or Proceeding (in whole or in part) which would impose any Expense, Loss or limitation on the Indemnitee from employing counsel for any such Proceeding at without the Indemnitee’s expense. Indemnitee agrees that any such separate counsel retained by Indemnitee will be a member of any approved list of panel counsel under the Company’s applicable directors’ and officers’ insurance policy, should the applicable policy provide for a panel of approved counselprior written consent.

Assumption of Defense. In the event the Company shall be obligated to advance the Expenses for any Proceeding against Indemnitee, the Company, if deemed appropriate by the Company, shall be entitled to assume the defense of such Proceeding as provided herein. Such defense by the Company may include the representation of two or more parties by one attorney or law firm as permitted under the ethical rules and legal requirements related to joint representations. Following delivery of written notice to Indemnitee of the Company’s election to assume the defense of such Proceeding, the approval by Indemnitee (which approval shall not be unreasonably withheld) of counsel designated by the Company and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees and expenses of counsel subsequently incurred by Indemnitee with respect to the same Proceeding. If (Ai) the employment of counsel by Indemnitee has been previously authorized by the Company, or (B) Indemnitee shall have notified the Board in writing that Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, (Cii) the Company fails to employ counsel to assume the defense of such Proceeding, or (D) after a Change in Control, the employment fees and expenses of counsel by Indemnitee has been approved by the Independent Counsel, the Expenses related to work conducted by Indemnitee’s counsel shall be subject to indemnification and/or advancement pursuant to the terms of this Agreement. Nothing herein shall prevent Indemnitee from employing counsel for any such Proceeding at Indemnitee’s expense. Indemnitee agrees expense or providing the Company with information indicating that there may be a conflict of interest in the conduct of any such separate counsel retained by defense between (A) the Company and Indemnitee will be a member of or (B) Indemnitee and any approved list of panel counsel under the Company’s applicable directors’ and officers’ insurance policy, should the applicable policy provide for a panel of approved counselother party or parties being jointly represented.

Assumption of Defense. In the event the Company (i) shall be obligated to advance the Expenses for any Proceeding against IndemniteeIndemnitee by a third party and (ii) acknowledges in writing the Company’s obligation to indemnify the Indemnitee with respect to such Proceeding (subject to the terms of this Agreement), the Company, if deemed appropriate by the Company, Company shall be entitled to assume the defense of such Proceeding as provided herein. Such defense by the Company may include the representation of two or more parties by one attorney or law firm as permitted under the ethical rules and legal requirements related to joint representations, subject to exceptions set forth below in the event of a potential conflict of interest. Following delivery of written notice to Indemnitee of the Company’s election to assume the defense of such Proceeding and the Company’s acknowledgment of its indemnification obligation with respect to such Proceeding, the approval by Indemnitee (which approval shall not be unreasonably withheld) of counsel designated by the Company and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees and expenses of separate counsel subsequently incurred by Indemnitee with respect to the same ProceedingProceeding so long as such Proceeding is diligently defended. For the avoidance of doubt, a potential conflict of interest shall be deemed a reasonable basis for the Indemnitee to withhold consent under this section. If (Ai) the employment of counsel by Indemnitee Ixxxxxxxxx has been previously authorized by the Company, (Bii) Indemnitee shall have notified the Board in writing that Indemnitee has reasonably concluded that there may is likely to be a conflict of interest between the Company (or any other co-clients as provided above) and Indemnitee in the conduct of any such defense, or (Ciii) the Company fails to employ counsel to assume the defense of such Proceeding, or (D) after a Change in Control, the employment fees and expenses of counsel by Indemnitee has been approved by the Independent Counsel, the Expenses related to work conducted by Indemnitee’s own counsel shall be subject to indemnification and/or advancement pursuant to the terms of this Agreement. Nothing herein shall prevent Indemnitee from employing counsel for any such Proceeding at Indemnitee’s own expense. Indemnitee agrees that any such separate counsel retained by Indemnitee will be a member of any approved list of panel counsel under the Company’s applicable directors’ and officers’ insurance policy, should the applicable policy provide for a panel of approved counsel.

Assumption of Defense. In the event the Company shall be obligated to advance pay the Expenses for of the Indemnitee with respect to any Proceeding against IndemniteeProceeding, the Company, if deemed appropriate by the Company, Company shall be entitled to assume the defense of such Proceeding as provided herein. Such defense by Proceeding, with counsel of its choosing, upon the Company may include delivery to the representation of two or more parties by one attorney or law firm as permitted under the ethical rules and legal requirements related to joint representations. Following delivery Indemnitee of written notice of its election to Indemnitee do so, which written notice shall be delivered within ten (10) calendar days after receipt of written notice of the Company’s election Proceeding pursuant to assume the defense Section 5(a) above. After delivery of such Proceeding, the approval by Indemnitee (which approval shall not be unreasonably withheld) of counsel designated by the Company and the retention of such counsel by the Companynotice, the Company will not be liable to the Indemnitee under this Agreement for any fees and expenses Expenses of counsel which are subsequently incurred by the Indemnitee with respect to the same Proceeding. If ; provided, however, that the Indemnitee shall have the right to employ his counsel in any such Proceeding at the Indemnitee's expense; and provided further, that if (Ai) the employment of counsel by the Indemnitee has been previously authorized by the Company, or (Bii) the Indemnitee shall have notified the Board in writing that Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defensedefense or that Indemnitee may have separate defenses or counterclaims to assert with respect to any issue which may not be consistent with the position of other defendants in such Proceeding, or (Ciii) the Company fails to employ shall not, in fact, have employed counsel to assume the defense of such ProceedingProceeding in a timely manner, or (D) after a Change then, in Controlany such case, the employment fees and Expenses of counsel by Indemnitee has been approved by the Independent Counsel, the Expenses related to work conducted by Indemnitee’s 's counsel shall be subject at the expense of the Company. In addition, if the Company fails to indemnification and/or advancement comply with any of its obligations under this Agreement or in the event that the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any action, suit or Proceeding to deny or to recover from Indemnitee the benefits intended to be provided to Indemnitee hereunder, Indemnitee shall have the right to retain counsel of Indemnitee's choice, at the expense of the Company, to represent Indemnitee in connection with any such matter. The Company shall not, without the prior written consent of Indemnitee, consent to the entry of any judgment against Indemnitee or enter into any settlement or compromise which (i) includes an admission of fault of Indemnitee or (ii) does not include, as an unconditional term thereof, the full release of Indemnitee from all liability in respect of such Proceeding, which release shall be in form and substance reasonably satisfactory to Indemnitee. This Section 5(c) shall not apply to a Proceeding brought by Indemnitee under Section 6 below or pursuant to the terms of this Agreement. Nothing herein shall prevent Indemnitee from employing counsel for any such Proceeding at Indemnitee’s expense. Indemnitee agrees that any such separate counsel retained by Indemnitee will be a member of any approved list of panel counsel under the Company’s applicable directors’ and officers’ insurance policy, should the applicable policy provide for a panel of approved counselSection 7(a) or (b) below.

Assumption of Defense. In the event the Company shall be obligated to advance the Expenses for any Proceeding against Indemnitee, the Company, if deemed appropriate by the Company, shall be entitled to assume the defense of such Proceeding as provided herein. Such defense by the Company may include the representation of two or more parties by one attorney or law firm as permitted under the ethical rules and legal requirements related to joint representations. Following delivery of written notice to Indemnitee of the Company’s election to assume the defense of such Proceeding, the approval by Indemnitee (which approval shall not be unreasonably withheld) of counsel designated by the Company and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees and expenses of counsel subsequently incurred by Indemnitee with respect to the same Proceeding. If (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have notified the Board in writing that Indemnitee has reasonably concluded that there may is likely to be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, defense or (C) the Company fails to employ counsel to assume the defense of such Proceeding, or (D) after a Change in Control, the employment fees and expenses of counsel by Indemnitee has been approved by the Independent Counsel, the Expenses related to work conducted by Indemnitee’s counsel shall be subject to indemnification and/or advancement pursuant to the terms of this Agreement. Nothing herein shall prevent Indemnitee from employing counsel for any such Proceeding at Indemnitee’s expense. Indemnitee agrees that any such separate counsel retained by Indemnitee Iindemnitee will be a member of any approved list of panel counsel under the Company’s applicable directors’ and officers’ insurance policy, should the applicable policy provide for a panel of approved counsel.

Assumption of Defense. In the event If the Company shall be obligated to advance pay Expenses arising in connection with any Claim against the Expenses for any Proceeding against Indemnitee, the Company, if deemed appropriate by the Company, Company shall be entitled to assume the defense of such Proceeding as provided herein. Such defense Claim, with counsel approved by the Company may include the representation of two or more parties by one attorney or law firm as permitted under the ethical rules and legal requirements related to joint representations. Following delivery of written notice to Indemnitee of the Company’s election to assume the defense of such Proceeding, the approval by Indemnitee (which whose approval shall not be unreasonably withheld) ), upon the delivery to the Indemnitee of notice of its election to do so. After delivery of such notice, approval of such counsel designated by the Company Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees and expenses of counsel subsequently incurred by the Indemnitee with respect to the same Proceeding. If Claim; provided that (i) the Indemnitee shall have the right to employ the Indemnitee's own counsel in connection with any Claim at the Indemnitee's expense; (ii) if (A) the employment of counsel by the Indemnitee has shall have been previously authorized by the Company, (B) the Indemnitee shall have notified the Board in writing that Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense, or (C) the Company fails to employ shall not, in fact, have employed counsel to assume the defense of such ProceedingClaim, or (D) after a Change in Control, each such case the employment fees and expenses of counsel by Indemnitee has been approved by the Independent Counsel, the Expenses related to work conducted by Indemnitee’s 's counsel shall be subject to indemnification and/or advancement pursuant to the terms of this Agreement. Nothing herein shall prevent Indemnitee from employing counsel for any such Proceeding at Indemnitee’s expense. Indemnitee agrees that any such separate counsel retained paid by Indemnitee will be a member of any approved list of panel counsel under the Company’s applicable directors’ ; and officers’ insurance policy(iii) the Company shall not settle any Claim in any manner which would impose any penalty, should limitation or unindemnified Expense on the applicable policy provide for a panel of approved counselIndemnitee without the Indemnitee's consent. If the Reviewing Party is Independent Legal Counsel, then the Indemnitee shall select such Independent Legal Counsel as determined in Section 1(f).

Assumption of Defense. (a) In the event the Company shall be obligated is requested by Indemnitee to advance pay the Expenses for of any Proceeding against IndemniteeProceeding, the Company, if deemed appropriate by the Companyappropriate, shall will be entitled to assume the defense of such Proceeding as provided herein. Such defense by the Company may include the representation of two or more parties by one attorney or law firm as permitted under the ethical rules and legal requirements related to joint representations. Following delivery of written notice to Indemnitee of the Company’s election to assume the defense of such that Proceeding, or to participate to the approval extent permissible in that Proceeding, with counsel approved by Indemnitee (Indemnitee, which approval shall may not be unreasonably withheld) withheld or delayed. Upon assumption of counsel designated the defense by the Company and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees and expenses of counsel subsequently incurred by Indemnitee with respect to the same Proceeding; provided, that Indemnitee will have the right to employ separate counsel in that Proceeding at Indemnitee’s sole cost and expense. If (A) After the employment Company has assumed the defense of a Proceeding, Indemnitee will be entitled to, at Indemnitee’s own expense, engage counsel for the purpose of monitoring the defense being provided by Indemnitee has been previously authorized counsel retained by the Company, and the Company must direct that counsel to cooperate with and provide requested information to Indemnitee’s monitoring counsel. Notwithstanding the foregoing, if (Bi) Indemnitee shall have notified Indemnitee’s counsel delivers a written notice to the Board in writing Company stating that Indemnitee such counsel has reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defensedefense in the Proceeding, (Cii) the Company fails to employ has not, in fact, employed counsel to assume or otherwise actively pursued the defense of such the Proceeding within a reasonable time, or thereafter reasonably maintained the defense of the Proceeding, (iii) there has been a Change in Control (as defined below), or (Div) after a Change in Control, the employment of Indemnitee reasonably concludes that counsel by Indemnitee has been approved engaged by the Independent CounselCompany on behalf of Indemnitee may not adequately represent Indemnitee, then in any such event the Expenses related to work conducted by fees and expenses of Indemnitee’s counsel shall to defend the Proceeding must be at the expense of the Company and subject to the indemnification and/or and advancement pursuant to the terms of expenses provisions of this Agreement. Nothing herein shall prevent Indemnitee from employing Provided, however, that in the event there are other defendants in a Proceeding who are entitled to counsel other than counsel engaged by the Company, the Company will only be obligated to pay the fees and expenses of one (1) counsel for any such Proceeding at all those defendants, including Indemnitee, unless Indemnitee’s expense. Indemnitee agrees counsel delivers a written notice to the Company stating that any such separate counsel retained by Indemnitee will has reasonably concluded that there may be a member conflict of any approved list of panel interest that would prevent one (1) counsel under the Company’s applicable directors’ and officers’ insurance policyfrom representing all such defendants, should the applicable policy provide for a panel of approved counselincluding Indemnitee.

Assumption of Defense. In the event the Company shall be obligated to advance the Expenses for any Proceeding against Indemnitee, the Company, if deemed appropriate by the Company, shall be entitled to assume the defense of such Proceeding as provided herein. Such defense by the Company may include the representation of two or more parties by one attorney or law firm as permitted under the ethical rules and legal requirements related to joint representations. Following delivery of written notice to Indemnitee of the Company’s election to assume the defense of such Proceeding, the approval by Indemnitee (which approval shall not be unreasonably withheld) of counsel designated by the Company and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement Deed for any fees and expenses of counsel subsequently incurred by Indemnitee with respect to the same Proceeding. If (Ai) the employment of counsel by Indemnitee has been previously authorized by the Company, (Bii) Indemnitee shall have notified the Board in writing that Indemnitee has reasonably concluded that there may is likely to be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (Ciii) the Company fails to employ counsel to assume the defense of such Proceeding, or (D) after a Change in Control, the employment fees and expenses of counsel by Indemnitee has been approved by the Independent Counsel, the Expenses related to work conducted by Indemnitee’s counsel shall be subject to indemnification and/or advancement pursuant to the terms of this AgreementDeed. Nothing herein shall prevent Indemnitee from employing counsel for any such Proceeding at Indemnitee’s expense. Indemnitee agrees that any such separate counsel retained by Indemnitee will be a member of any approved list of panel counsel under the Company’s applicable directors’ and officers’ insurance policy, should the applicable policy provide for a panel of approved counsel.

Assumption of Defense. In the event the Company shall be obligated to advance the Expenses for any Proceeding against Indemnitee, the Company, if deemed appropriate by the Company, shall be entitled to assume the defense of such Proceeding as provided herein. Such defense by the Company may include the representation of two or more parties by one attorney or law firm as permitted under the ethical rules and legal requirements related to joint representations. Following delivery of written notice to Indemnitee of the Company’s election to assume the defense of such Proceeding, the approval by Indemnitee (which approval shall not be unreasonably withheld) of counsel designated by the Company and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees and expenses of counsel subsequently incurred by Indemnitee with respect to the same Proceeding. If (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have notified the Board in writing that Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, (C) the Company fails to employ counsel to assume the defense of such ProceedingProceeding within 60 days, or (D) after a Change in Control, the employment of counsel by Indemnitee has been approved by the Independent Counsel, the Expenses related to work conducted by Indemnitee’s counsel shall be subject to indemnification and/or advancement pursuant to the terms of this Agreement. Nothing herein shall prevent Indemnitee from employing counsel for any such Proceeding at Indemnitee’s expense. Indemnitee agrees that any such separate counsel retained by Indemnitee will be a member of any approved list of panel counsel under the Company’s applicable directors’ and officers’ insurance policy, should the applicable policy provide for a panel of approved counsel.

Assumption of Defense. In the event the Company shall be obligated to advance pay the Expenses for expenses of any Proceeding proceeding against or involving the Indemnitee, the Company, if deemed appropriate by the Companyappropriate, shall be entitled to assume the defense of such Proceeding as provided herein. Such defense proceeding, with counsel approved by the Company may include Indemnitee, upon the representation of two or more parties by one attorney or law firm as permitted under delivery to the ethical rules and legal requirements related to joint representations. Following delivery Indemnitee of written notice to Indemnitee of the Company’s its election to assume the defense do so. After delivery of such Proceedingnotice, the approval by Indemnitee (which approval shall not be unreasonably withheld) of such counsel designated by the Company Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees and expenses of counsel subsequently incurred by the Indemnitee with respect to the same Proceeding. If proceeding, provided that: (Ai) the Indemnitee shall have the right to employ his or her counsel in such proceeding at the Indemnitee's expense; and (ii) if (a) the employment of counsel by the Indemnitee has been previously authorized by the Company, (Bb) the Indemnitee shall have notified the Board in writing that Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense, or (Cc) the Company fails to employ shall not, in fact, have employed counsel to assume the defense of such Proceeding, or (D) after a Change in Controlproceeding, the employment fees and expenses of counsel by Indemnitee has been approved by the Independent Counsel, the Expenses related to work conducted by Indemnitee’s 's counsel shall be subject at the expense of the Company. The Company shall not, without the prior written consent of the Indemnitee, effect any settlement of any threatened or pending action, suit or proceeding to indemnification and/or advancement pursuant to which the terms Indemnitee is, or could have been, a party unless such settlement solely involves the payment of this Agreement. Nothing herein shall prevent money and includes a complete and unconditional release of the Indemnitee from employing counsel for all liability on any claims that are the subject matter of such Proceeding at action, suit or proceeding. Neither the Company nor Indemnitee shall unreasonably withhold its consent to any proposed settlement. The Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee’s expense. Indemnitee agrees that any such separate counsel retained by Indemnitee will be a member of any approved list of panel counsel under the Company’s applicable directors’ and officers’ insurance policy, should the applicable policy provide for a panel of approved counsel.

Assumption of Defense. In the event the Company shall be obligated to advance pay the Expenses for of the Indemnitee with respect to any Proceeding against IndemniteeProceeding, the Company, if deemed appropriate by the Company, Company shall be entitled to assume the defense of such Proceeding as provided herein. Such defense by Proceeding, with counsel of its choosing, upon the Company may include delivery to the representation of two or more parties by one attorney or law firm as permitted under the ethical rules and legal requirements related to joint representations. Following delivery Indemnitee of written notice of its election to Indemnitee do so, which written notice shall be delivered within ten (10) calendar days after receipt of written notice of the Company’s election Proceeding pursuant to assume the defense Section 5(a) above. After delivery of such Proceeding, the approval by Indemnitee (which approval shall not be unreasonably withheld) of counsel designated by the Company and the retention of such counsel by the Companynotice, the Company will not be liable to the Indemnitee under this Agreement for any fees and expenses Expenses of counsel which are subsequently incurred by the Indemnitee with respect to the same Proceeding. If ; provided, however, that the Indemnitee shall have the right to employ his counsel in any such Proceeding at the Indemnitee’s expense; and provided further, that if (Ai) the employment of counsel by the Indemnitee has been previously authorized by the Company, or (Bii) the Indemnitee shall have notified the Board in writing that Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defensedefense or that Indemnitee may have separate defenses or counterclaims to assert with respect to any issue which may not be consistent with the position of other defendants in such Proceeding, or (Ciii) the Company fails to employ shall not, in fact, have employed counsel to assume the defense of such ProceedingProceeding in a timely manner, or (D) after a Change then, in Controlany such case, the employment fees and Expenses of counsel by Indemnitee has been approved by the Independent Counsel, the Expenses related to work conducted by Indemnitee’s counsel shall be subject at the expense of the Company. In addition, if the Company fails to indemnification and/or advancement comply with any of its obligations under this Agreement or in the event that the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any action, suit or Proceeding to deny or to recover from Indemnitee the benefits intended to be provided to Indemnitee hereunder, Indemnitee shall have the right to retain counsel of Indemnitee’s choice, at the expense of the Company, to represent Indemnitee in connection with any such matter. The Company shall not, without the prior written consent of Indemnitee, consent to the entry of any judgment against Indemnitee or enter into any settlement or compromise which (i) includes an admission of fault of Indemnitee or (ii) does not include, as an unconditional term thereof, the full release of Indemnitee from all liability in respect of such Proceeding, which release shall be in form and substance reasonably satisfactory to Indemnitee. This Section 5(c) shall not apply to a Proceeding brought by Indemnitee under Section 6 below or pursuant to the terms of this Agreement. Nothing herein shall prevent Indemnitee from employing counsel for any such Proceeding at Indemnitee’s expense. Indemnitee agrees that any such separate counsel retained by Indemnitee will be a member of any approved list of panel counsel under the Company’s applicable directors’ and officers’ insurance policy, should the applicable policy provide for a panel of approved counselSection 7(a) or (b) below.

Assumption of Defense. In the event the Company shall be obligated to advance the Expenses for any Proceeding against Indemnitee, the Company, if deemed appropriate by the Company, The Indemnitor shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Event at its own expense and, except as otherwise provided below, to the extent the Indemnitor so wishes, it may assume the defense thereof with counsel reasonably acceptable to the Indemnitee upon the delivery to the Indemnitee of such Proceeding as provided hereinwritten notice of its election to do so. Such Upon assumption of the defense by the Company may include the representation of two or more parties by one attorney or law firm as permitted under the ethical rules and legal requirements related to joint representations. Following delivery of written notice to Indemnitee of the Company’s election to assume the defense of such Proceeding, the approval by Indemnitee (which approval shall not be unreasonably withheld) of counsel designated by the Company Indemnitor and the retention of such counsel by the CompanyIndemnitor, the Company will Indemnitor shall not be liable to the Indemnitee under this Agreement for any fees and expenses of counsel subsequently incurred by the Indemnitee with respect to the same Proceeding, provided that the Indemnitee shall have the right to employ separate counsel in such Proceeding at the Indemnitee's sole cost and expense. If Notwithstanding the Indemnitor's assumption of the defense of any such Proceeding, the Indemnitor shall be obligated to pay the fees and expenses of the Indemnitee's counsel to the extent (Ai) the employment of counsel by the Indemnitee has been previously is authorized by the CompanyIndemnitor, (Bii) counsel for the Indemnitor or the Indemnitee shall have notified the Board in writing that Indemnitee has reasonably concluded that there may be is a conflict of interest between the Company Indemnitor and the Indemnitee in the conduct of any such defense such that the Indemnitee needs to be separately represented, (iii) the fees and expenses are non-duplicative and reasonably incurred in connection with the Indemnitee's role in the Proceeding despite the Indemnitor's assumption of the defense, (Civ) the Company fails Indemnitor is not financially or legally able to employ perform its indemnification obligations or (v) the Indemnitor shall not have retained, or shall not continue to retain, such counsel to assume defend such Proceeding. In the event the Indemnitor assumes the defense of such Proceeding, or (D) after a Change in Controlas contemplated herein, the employment Indemnitor may not enter into a Settlement of counsel by Claims with respect to such Proceeding as it relates to Claims against the Indemnitee has been approved by without the Independent Counselprior consent of the Indemnitee, and which consent shall not be unreasonably withheld. Regardless of any provision in this Agreement, the Expenses related Indemnitee shall have the right to work conducted by Indemnitee’s employ counsel shall be subject to indemnification and/or advancement pursuant to the terms of this Agreement. Nothing herein shall prevent Indemnitee from employing counsel for in any such Proceeding at the Indemnitee’s 's personal expense. Indemnitee agrees that any such separate counsel retained by Indemnitee will The Indemnitor shall not be a member entitled, without the consent of the Indemnitee, to assume the defense of any approved list claim brought by or in the right of panel counsel under the Company’s applicable directors’ and officers’ insurance policy, should the applicable policy provide for a panel of approved counselIndemnitor.

Assumption of Defense. In the event the Company shall be obligated to advance the Expenses for any Proceeding against Indemnitee, the Company, if deemed appropriate by the Company, shall be entitled to assume the defense of such Proceeding as provided herein. Such defense by the Company may include the representation of two or more parties by one attorney or law firm as permitted under the ethical rules and legal requirements related to joint representations. Following delivery of written notice to Indemnitee of the Company’s election to assume the defense of such Proceeding, the approval by Indemnitee (which approval shall not be unreasonably withheld) of counsel designated by the Company and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees and expenses of counsel subsequently incurred by Indemnitee with respect to the same Proceeding. If (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have notified the Board in writing that Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, (C) the Company fails to employ counsel to assume the defense of such Proceeding, or (D) after a Change in Control, the employment of counsel by Indemnitee has been approved by the Independent Counsel, the Expenses related to work conducted by Indemnitee’s counsel shall be subject to indemnification and/or advancement pursuant to the terms of this Agreement. Nothing herein shall prevent Indemnitee from employing counsel for any such Proceeding at Indemnitee’s expense. Indemnitee agrees that any such separate counsel retained by Indemnitee will be a member of any approved list of panel counsel under the Company’s applicable directors’ and officers’ insurance policy, should the applicable policy provide for a panel of approved counsel.

Assumption of Defense. In the event the Company shall be obligated If any claim for indemnification by Indemnitee arises out of a claim for monetary damages by a Person other than Indemnitee, and provided Indemnitor is not objecting to advance the Expenses for any Proceeding against its obligation to indemnify Indemnitee, the CompanyIndemnitor may, if deemed appropriate by at its own expense (a) participate in the Companydefense of any claim, shall be suit, action or proceeding and (b) upon notice to the Indemnitee and the Indemnitor's delivering to the Indemnitee a written agreement that the Indemnitor is entitled to indemnification pursuant to Section 8.1 or ----------- 8.2 for all Losses arising out of such claim, suit, action or proceeding, at any --- time during the course of any such claim, suit, action or proceeding, assume the defense of thereof; provided, that (i) the Indemnitor's counsel is reasonably satisfactory to the Indemnitee and (ii) the Indemnitor shall thereafter consult with and update the Indemnitee upon the Indemnitee's reasonable request for such Proceeding as provided hereinconsultation or update from time to time with respect to such claim, suit, action or proceeding. Such If the Indemnitor assumes such defense, the Indemnitee shall have the right (but not the obligation) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Company may include Indemnitor. Whether or not the representation of two Indemnitor chooses to defend or more parties by one attorney prosecute any such claim, suit, action or law firm as permitted under the ethical rules and legal requirements related to joint representations. Following delivery of written notice to Indemnitee proceeding, all of the Company’s election to assume parties hereto shall reasonably cooperate in the defense or prosecution thereof. A party may not compromise or settle a claim, suit, action or proceeding affecting the liability of such Proceedingany Indemnitor without the written consent of the Indemnitor, the approval by Indemnitee (which approval shall consent may not be unreasonably withheld) . Neither the Indemnitee nor the Indemnitor shall, without the written consent of counsel designated the Indemnitor or Indemnitee, respectively, settle or compromise any claim, suit, action or proceeding or consent to entry of any judgment in respect thereof unless such settlement, compromise or consent includes an unconditional release by the Company claimant or the plaintiff of the Indemnitee and the retention Indemnitor from all liability in respect of such counsel by the Companyclaim, the Company will not be liable to Indemnitee under this Agreement for any fees and expenses of counsel subsequently incurred by Indemnitee with respect to the same Proceeding. If (A) the employment of counsel by Indemnitee has been previously authorized by the Companysuit, (B) Indemnitee shall have notified the Board in writing that Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, (C) the Company fails to employ counsel to assume the defense of such Proceeding, action or (D) after a Change in Control, the employment of counsel by Indemnitee has been approved by the Independent Counsel, the Expenses related to work conducted by Indemnitee’s counsel shall be subject to indemnification and/or advancement pursuant to the terms of this Agreement. Nothing herein shall prevent Indemnitee from employing counsel for any such Proceeding at Indemnitee’s expense. Indemnitee agrees that any such separate counsel retained by Indemnitee will be a member of any approved list of panel counsel under the Company’s applicable directors’ and officers’ insurance policy, should the applicable policy provide for a panel of approved counselproceeding.

Assumption of Defense. In the event the Company shall be obligated to advance the Expenses for any Proceeding against Indemnitee, the Company, if deemed appropriate by the Company, Company shall be entitled to assume the defense of such Proceeding as provided herein. Such defense by the Company may include the representation of two or more parties by one attorney or law firm as permitted under the ethical rules and legal requirements related to joint representations. Following upon delivery of written notice to Indemnitee of the Company’s its election to assume the defense of such Proceeding, and upon Indemnitee’s approval of counsel designated by the approval by Indemnitee Company (which approval shall not be unreasonably withheld) and retention of such counsel designated by the Company Company. Following delivery of such written 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 and expenses of counsel subsequently incurred by Indemnitee with respect to the same Proceeding. If ; provided that (Ai) Indemnitee shall have the right to employ his own counsel in any such Proceeding at Indemnitee’s expense; (ii) Indemnitee shall have the right to employ his 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 (iii) if (x) the employment of counsel by Indemnitee has been previously authorized by the Company, (By) Indemnitee shall have notified the Board in writing that Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defensedefense and have notified the Board in writing of such conflict, or (Cz) the Company fails to employ counsel to assume the defense of such Proceeding, or (D) after a Change in Control, then the employment fees and expenses of counsel by Indemnitee has been approved by the Independent Counsel, the Expenses related to work conducted by Indemnitee’s counsel shall be subject to indemnification and/or advancement pursuant to the terms of this Agreement. Nothing herein shall prevent Indemnitee from employing counsel for any such Proceeding at Indemnitee’s expense. Indemnitee agrees that any such separate counsel retained by Indemnitee will be a member of any approved list of panel counsel under the Company’s applicable directors’ and officers’ insurance policy, should the applicable policy provide for a panel of approved counsel.

Assumption of Defense. In the event the Company shall be obligated to advance the Expenses for any Proceeding against Indemnitee, the Company, if deemed appropriate by the Company, shall be entitled to assume the defense of such Proceeding as provided herein. Such defense by the Company may include the representation of two or more parties by one attorney or law firm as permitted under the ethical rules and legal requirements related to joint representations. Following delivery of written notice to Indemnitee of the Company’s election to assume the defense of such Proceeding, the approval by Indemnitee (which approval shall not be unreasonably withheld) of counsel designated by the Company and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees and expenses of counsel subsequently incurred by Indemnitee with respect to the same Proceeding. If (A) the employment of counsel by Indemnitee Ixxxxxxxxx has been previously authorized by the Company, (B) Indemnitee shall have notified the Board and the Company’s Chief Legal Officer in writing that Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, (C) the Company fails to employ counsel to assume the defense of such Proceeding, or (D) after a Change in Control, the employment of counsel by Indemnitee Ixxxxxxxxx has been approved by the Independent Counsel, the Expenses related to work conducted by Indemnitee’s counsel shall be subject to indemnification and/or advancement pursuant to the terms of this Agreement. Nothing herein shall prevent Indemnitee from employing counsel for any such Proceeding at Indemnitee’s expense. Indemnitee agrees that any such separate counsel retained by Indemnitee will be a member of any approved list of panel counsel under the Company’s applicable directors’ and officers’ insurance policy, should the applicable policy provide for a panel of approved counsel.

Assumption of Defense. In the event the Company shall be obligated to advance the Expenses for any Proceeding against Indemnitee, the Company, if deemed appropriate by the Company, shall be entitled to assume the defense of such Proceeding as provided herein. Such defense by the Company may include the representation of two or more parties by one attorney or law firm as permitted under the ethical rules and legal requirements related to joint representations. Following delivery of written notice to Indemnitee of the Company’s election to assume the defense of such Proceeding, the approval by Indemnitee (which approval shall not be unreasonably withheld, delayed, or conditioned) of counsel designated by the Company Company, and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees and expenses of counsel subsequently incurred by Indemnitee with respect to the same Proceeding. If (Ai) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (Bii) Indemnitee shall have notified the Board in writing that Indemnitee or separate counsel for Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, (Ciii) the Company fails to employ counsel to assume the defense of such Proceeding, or (Div) after a Change in Control, the employment of counsel by Indemnitee has been approved by the Independent Counsel, the Expenses related to work conducted by Indemnitee’s counsel shall be subject to indemnification and/or advancement pursuant to the terms of this Agreement. Nothing herein shall prevent Indemnitee from employing counsel for any such Proceeding at Indemnitee’s expense. Indemnitee agrees that any such separate counsel retained by Indemnitee will be a member of any approved list of panel counsel under the Company’s applicable directors’ and officers’ insurance policy, policies should the applicable policy policies provide for a panel of approved counsel. Nothing herein shall prevent Indemnitee from employing counsel for any Proceeding at Indemnitee’s own expense.

Assumption of Defense. In Upon Wilmington Trust’s becoming aware of the occurrence of an event that results in any loss, liability or expense to any Indemnified Person, Wilmington Trust shall send written notice thereof, referencing this Section 2 (the Company shall be obligated “Claim Notice”) to advance the Expenses for any Proceeding against Indemnitee, the Company, if deemed appropriate by the Company, shall be entitled to Indemnitor within five (5) business days after Wilmington Trust obtains knowledge thereof. The Indemnitor may assume the defense of such Proceeding as provided herein. Such defense proceeding, with a nationally recognized (or regionally recognized, if local counsel is necessary in such jurisdiction) counsel of its choosing, by the Company may include the representation of two or more parties by one attorney or law firm as permitted under the ethical rules and legal requirements related to joint representations. Following delivery of delivering written notice to Indemnitee of the CompanyIndemnitor’s election to do so to the Indemnified Person (the “Selection Notice”); provided, that, without limiting the generality of subsections (i)-(iii) of this Section 2, such counsel shall not assume the defense of Wilmington Trust if Wilmington Trust objects to the appointment of such Proceedingcounsel within a commercially reasonable time period after its receipt of the Selection Notice. The parties hereto hereby agree that for purposes of the proviso immediately preceding this sentence, a “commercially reasonable time period” shall include a minimum of fifteen (15) business days after Wilmington Trust’s receipt of the approval by Indemnitee (which approval shall not be unreasonably withheld) Selection Notice. After delivery of counsel designated by the Company Selection Notice and the retention of such counsel by the CompanyIndemnitor without objection by Wilmington Trust as provided in this Section 2 (the “Retained Counsel”), the Company will Indemnitor shall not be liable to Indemnitee the Indemnified Person under this Agreement for any fees and or expenses of counsel subsequently incurred by Indemnitee the Indemnified Person with respect to the same Proceeding. If proceeding, provided that if (Ai) the employment of counsel by Indemnitee other than the Retained Counsel has been previously authorized by the CompanyIndemnitor in writing with respect to the loss, liability or expense described in the Claim Notice, (Bii) Indemnitee the Indemnified Person shall have notified the Board in writing that Indemnitee has reasonably concluded that there may be a conflict of interest between the Company Indemnitor and Indemnitee the Indemnified Person in the conduct of any such defensedefense after providing prior written notice to the Indemnitor of the Indemnified Person’s reasonable conclusion of a conflict of interest and providing the Indemnitor a reasonable opportunity, and the Indemnified Person’s reasonable cooperation, to cure such conflict, if practicable, or (Ciii) the Company fails to employ Indemnitor shall not, in fact, within a commercially reasonable amount of time after its receipt of the Claim Notice, have employed counsel to assume the defense of such Proceedingproceeding, or (D) after a Change in Control, then the employment reasonable fees and expenses of counsel by Indemnitee has been approved by the Independent Counsel, the Expenses related to work conducted by IndemniteeIndemnified Person’s counsel shall be subject borne by the Indemnitor in accordance with Section 1. For the avoidance of doubt, the Indemnified Person shall have the right to indemnification and/or advancement pursuant employ their own counsel in any proceeding for which a Claim Notice has been received by the Indemnitor, at the Indemnified Person’s sole cost and expense, in which event the Indemnitor shall have no further obligation or liability to the terms of Indemnified Person under this Agreement. Nothing herein shall prevent Indemnitee from employing counsel Agreement for any fees or expenses of counsel subsequently incurred by the Indemnified Person with respect to such Proceeding at Indemnitee’s expenseproceeding. Indemnitee agrees that any such separate counsel retained by Indemnitee will be a member of any approved list of panel counsel under the Company’s applicable directors’ and officers’ insurance policy, should the applicable policy provide for a panel of approved counsel.Neither the

Assumption of Defense. In If any Claim relating to an Indemnifiable Event, commenced against Indemnitee is also commenced against the event Company, the Company shall be obligated entitled to advance participate therein at its own expense, and, except as otherwise provided hereinbelow, to the Expenses for any Proceeding against Indemniteeextent that it may wish, the Company, if deemed appropriate by the Company, Company shall be entitled to assume the defense of such Proceeding as provided hereinthereof. Such defense by After notice from the Company may include the representation of two or more parties by one attorney or law firm as permitted under the ethical rules and legal requirements related to joint representations. Following delivery of written notice to Indemnitee of the Company’s its election to assume the defense of such Proceedingany Claim, the approval by Indemnitee (which approval Company shall not be unreasonably withheld) of counsel designated by the Company and the retention of such counsel by the Company, the Company will not be liable obligated to Indemnitee under this Agreement for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation, travel, and lodging expenses arising out of Indemnitee’s participation in such Claim. Indemnitee shall have the right to employ Indemnitee’s own counsel in such Claim, but the fees and expenses of such counsel subsequently incurred by after notice from the Company to Indemnitee with respect to of its assumption of the same Proceeding. If defense thereof shall be at the expense of Indemnitee unless (Ai) the employment of counsel by Indemnitee has been previously otherwise authorized by the Company, (Bii) Indemnitee shall have reasonably concluded, and so notified the Board in writing that Indemnitee has reasonably concluded Company, that there may be a conflict of interest between the Company and Indemnitee in the conduct of any the defense of such defenseClaim, or (Ciii) the Company fails shall not in fact have employed counsel reasonably acceptable to employ counsel Indemnitee to assume the defense of such Proceeding, or Claim (D) after a Change in Control, the employment of counsel which such acceptance by Indemnitee has been approved by shall not be unreasonably withheld), in which cases the Independent Counsel, the Expenses related to work conducted by fees and expenses of Indemnitee’s counsel shall be subject at the expense of the Company. The Company shall not be entitled to indemnification and/or advancement pursuant assume the defense of any Claim brought by or on behalf of the Company or its stockholders or as to which Indemnitee shall have made the terms conclusion set forth in (ii) of this Agreement. Nothing herein shall prevent Indemnitee from employing counsel for any such Proceeding at Indemnitee’s expense. Indemnitee agrees that any such separate counsel retained by Indemnitee will be a member of any approved list of panel counsel under the Company’s applicable directors’ and officers’ insurance policy, should the applicable policy provide for a panel of approved counselSection 14.

Assumption of Defense. In the event the Company shall be obligated to advance the Expenses for any Proceeding against Indemnitee, the Company, if deemed appropriate by the Company, shall be entitled to assume the defense of such Proceeding as provided herein. Such defense by the Company may include the representation of two (2) or more parties by one (1) attorney or law firm as permitted under the applicable ethical rules and legal requirements related to joint representations. Following delivery of written notice to Indemnitee of the Company’s election to assume the defense of such Proceeding, the approval by Indemnitee (which approval shall not be unreasonably withheld) of counsel designated by the Company and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees and expenses of other counsel subsequently incurred by Indemnitee with respect to the same Proceeding. If (Ai) the employment of counsel by Indemnitee has been previously authorized by the Company, Company or (B) Indemnitee shall have notified the Board in writing that Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, (Cii) the Company fails to employ counsel to assume the defense of such Proceeding, or (D) after a Change in Control, the employment fees and expenses of counsel by Indemnitee has been approved by the Independent Counsel, the Expenses related to work conducted by Indemnitee’s counsel shall be subject to indemnification and/or advancement pursuant to the terms of this Agreement. Nothing herein shall prevent Indemnitee from employing counsel for any such Proceeding at Indemnitee’s expense. Indemnitee agrees expense or providing the Company with information indicating that there may be a conflict of interest in the conduct of any such separate counsel retained defense between (A) the Company and Indemnitee or (B) Indemnitee and any other party or parties being jointly represented, in which case the Company will not be entitled, without the written consent of Indemnitee, to assume such defense and, for the avoidance of doubt, for purposes of determining whether the Company is entitled to assume such defense following receipt from Indemnitee of information indicating that such a conflict of interest may exist, the burden of proof shall be on the Company to establish, by Indemnitee clear and convincing evidence, that a conflict of interest does not exist. In addition, the Company will not be a member entitled, without the written consent of Indemnitee, to assume the defense of any approved list claim brought by or in the right of panel counsel under the Company’s applicable directors’ and officers’ insurance policy, should the applicable policy provide for a panel of approved counsel.

Assumption of Defense. In If either Company is required to pay the event the Company shall be obligated to advance the Expenses for costs of any Proceeding Claim brought against Indemnitee, the CompanyHoldings or AMCE, if deemed appropriate by the Companyas applicable, shall be entitled have the right to assume the defense of such Proceeding as provided herein. Such defense Claim, with counsel approved by the Company may include the representation of two or more parties by one attorney or law firm as permitted under the ethical rules and legal requirements related to joint representations. Following Indemnitee, upon delivery of written notice to Indemnitee of the such Company’s election to assume the defense. Notwithstanding the foregoing, however, either Company shall not have the right to assume the defense in any Claim brought by or in the right of Holdings or AMCE, as applicable, or as to which Indemnitee has reasonably concluded that there is a conflict of interest between Indemnitee and such Company in the conduct of the defense. After either Company gives notice to Indemnitee that it intends to assume the defense of such Proceedinga Claim, Indemnitee will have the approval by Indemnitee (which approval shall not be unreasonably withheld) of right to employ separate counsel designated by the Company and the retention of such counsel by the Company, the at his expense. Either Company will not be liable to Indemnitee under this Agreement for any fees and expenses of counsel Indemnitee subsequently incurred by Indemnitee incurs with respect to the same Proceeding. If (A) Claim, unless: • the employment of counsel by Indemnitee has been Company previously authorized by Indemnitee to employ separate counsel at the Company, (B) ’s expense; • Indemnitee shall have notified the Board in writing that Indemnitee reasonably has reasonably concluded that there may be is a conflict of interest between the Company Indemnitee and Indemnitee Holdings or AMCE, as applicable, in the conduct of any such Indemnitees’ defense; or • Holdings or AMCE, (C) the Company fails as applicable, has failed to employ counsel to assume the defense of such ProceedingClaim. Indemnitee agrees to give Holdings or AMCE, as applicable, such information and cooperation as may reasonably be requested in defense of any Claim or (D) after threat of a Change in Control, the employment of counsel by Indemnitee has been approved by the Independent Counsel, the Expenses related to work conducted by Indemnitee’s counsel shall be subject to indemnification and/or advancement pursuant to the terms of this Agreement. Nothing herein shall prevent Indemnitee from employing counsel for any such Proceeding at Indemnitee’s expenseClaim. Indemnitee agrees that the Companies are not obligated to indemnify Indemnitee under this Agreement for any amounts Indemnitee pays to settle any action or claim without Holdings or AMCE, as applicable, prior written consent. The Companies agrees not to settle any action or claim in any manner that will impose any penalty or limitation on Indemnitee without Indemnitee’s prior written consent. The Companies and Indemnitee agree not to unreasonably withhold consent to any proposed settlement. If either of the Companies or Indemnitee refuses to agree to a proposed settlement acceptable to the other party, the Companies will retain independent legal counsel reasonably acceptable to Indemnitee for the purpose of determining whether the proposed settlement is reasonable under the circumstances. The Companies will pay all reasonable fees and expenses incurred by independent legal counsel in connection with such separate determination. If independent legal counsel retained by Indemnitee will determines that the proposed settlement is reasonable under all the circumstances, the party advocating the settlement may consummate the settlement without the consent of the other party. Such independent legal counsel shall meet the standards of an Approved Law Firm and shall not be a member law firm that, during the five-year period prior to the Indemnifiable Event, has been engaged by the Companies, any successor corporation resulting from a reorganization, merger, consolidation or sale or other disposition of any approved list all or substantially all of panel counsel under the Company’s applicable directors’ and officers’ insurance policy, should consolidated assets of the applicable policy provide for a panel of approved counselCompanies or Indemnitee.

Assumption of Defense. As soon as is reasonably practicable after becoming aware of a claim for indemnification under this Agreement, the Indemnified Person shall give written notice to the Fund of such claim (which notice shall specify the facts alleged to constitute the basis for such claim, the representations, warranties, covenants or obligations alleged to have been breached and the amount the Indemnified Person seeks hereunder from the Fund); provided, that the failure of the Indemnified Person to give such notice shall not relieve the Fund of its obligations under this Section 5.11 except to the extent (if any) that the Fund shall have been materially and adversely prejudiced thereby. In the event the Company case any action, suit or proceeding shall be obligated brought against any Indemnified Person with respect to advance any matter for which the Expenses Indemnified Person makes a claim for any Proceeding against Indemniteeindemnification hereunder, except as expressly provided below, the Company, if deemed appropriate by the Company, Fund shall be entitled to assume participate in, and, to the defense of such Proceeding as provided herein. Such defense by the Company may include the representation of two or more parties by one attorney or law firm as permitted under the ethical rules and legal requirements related to joint representations. Following delivery of written notice to Indemnitee of the Company’s election extent that it chooses, to assume the defense thereof, with counsel satisfactory to such Indemnified Person and after notice from the Fund to such Indemnified Person of such Proceeding, its election so to assume the defense thereof and the approval by Indemnitee (which approval shall not be unreasonably withheld) of counsel designated by the Company and the retention Indemnified Person of such counsel by the Companycounsel, the Company will Fund shall not be liable to Indemnitee under this Agreement such Indemnified Person for any legal or other expenses, except as provided below and except for the reasonable costs of investigation, with the extent of such investigation to be agreed upon between the Indemnified Person and the Fund, subsequently incurred by such Indemnified Person in connection with the defense thereof. The Indemnified Person shall have the right to employ counsel in any such action, but the fees and expenses of such counsel subsequently incurred by Indemnitee with respect to shall be at the same Proceeding. If expense of such Indemnified Person unless (Aa) the employment of counsel by Indemnitee such Indemnified Person at the expense of the Fund has been previously authorized in writing by the CompanyFund, (Bb) Indemnitee the Indemnified Person shall have notified the Board in writing that Indemnitee has reasonably concluded that there may be a conflict of interest between the Company Fund and Indemnitee the Indemnified Person in the conduct of any the defense of such defense, action (Cin which case the Fund shall not have the right to direct the defense of such action on behalf of the Indemnified Person) or (c) the Company fails to employ Fund shall not have employed counsel to assume the defense of such Proceedingaction within a reasonable time after notice of the commencement thereof, or (D) after a Change in Control, each of which cases the employment fees and expenses of counsel by Indemnitee has been approved by the Independent Counsel, the Expenses related to work conducted by Indemnitee’s counsel shall be subject to indemnification and/or advancement pursuant to at the terms expense of this Agreement. Nothing herein shall prevent Indemnitee from employing counsel for any such Proceeding at Indemnitee’s expense. Indemnitee agrees that any such separate counsel retained by Indemnitee will be a member of any approved list of panel counsel under the Company’s applicable directors’ and officers’ insurance policy, should the applicable policy provide for a panel of approved counselFund.

Assumption of Defense. In the event the Company shall be obligated to advance the Expenses for any Proceeding against Indemnitee, the Company, if deemed appropriate by the Company, shall be entitled to assume the defense of such Proceeding as provided herein. Such defense by the Company may include the representation of two or more parties by one attorney or law firm as permitted under the ethical rules and legal requirements related to joint representations. Following delivery of written notice to Indemnitee of the Company’s election to assume the defense of such Proceeding, the approval by Indemnitee (which approval shall not be unreasonably withheld) of counsel designated by the Company and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees and expenses of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that Indemnitee shall have the right to employ his or her 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. If (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have notified the Board in writing that Indemnitee has 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 fails to employ counsel to assume the defense of such Proceeding, or (D) after a Change in Control, the employment fees and expenses of counsel by Indemnitee has been approved by the Independent Counsel, the Expenses related to work conducted by Indemnitee’s counsel shall be subject to indemnification and/or advancement pursuant to the terms of this Agreement. Nothing herein shall prevent Indemnitee from employing counsel for any such Proceeding at Indemnitee’s expense. Indemnitee agrees that any such separate counsel retained by Indemnitee will be a member of any approved list of panel counsel under the Company’s applicable directors’ and officers’ insurance policy, should the applicable policy provide for a panel of approved counsel.

Assumption of Defense. In the event the Company shall be obligated to advance the Expenses for any Proceeding against Indemnitee, the Company, if deemed appropriate by the Company, shall be entitled to assume the defense of such Proceeding as provided herein. Such defense by the Company may include the representation of two or more parties by one attorney or law firm as permitted under the ethical rules and legal requirements related to joint representations. Following delivery of written notice to Indemnitee of the Company’s election to assume the defense of such Proceeding, the approval by Indemnitee (which approval shall not be unreasonably withheld) of counsel designated by the Company and the retention of such counsel by the Company, for so long as such counsel is acting on behalf of Indemnitee in the Proceeding, the Company will not be liable to Indemnitee under this Agreement for any fees and expenses of counsel subsequently incurred by Indemnitee with respect to the same Proceeding. If (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have notified the Board in writing that Indemnitee has reasonably concluded that there may is likely to be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company fails to employ counsel to assume the defense of such Proceeding, or (D) after a Change in Control, the employment fees and expenses of counsel by Indemnitee has been approved by the Independent Counsel, the Expenses related to work conducted by Indemnitee’s counsel shall be subject to indemnification and/or advancement pursuant to the terms of this Agreement. Nothing herein shall prevent Indemnitee from employing counsel for any such Proceeding at Indemnitee’s expense. Indemnitee agrees that any such separate counsel retained by Indemnitee will be a member of any approved list of panel counsel under the Company’s applicable directors’ and officers’ insurance policy, should the applicable policy provide for a panel of approved counsel.

Assumption of Defense. In the event the Company shall be obligated to advance the Expenses for any Proceeding against Indemnitee, the Company, if deemed appropriate by the Company, shall be entitled to assume the defense of such Proceeding as provided herein. Such defense by the Company may include the representation of two or more parties by one attorney or law firm as permitted under the ethical rules and legal requirements related to joint representations. Following delivery of written notice to Indemnitee of the Company’s election to assume the defense of such Proceeding, the approval by Indemnitee (which approval shall not be unreasonably withheld) of counsel designated by the Company and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees and expenses of counsel subsequently incurred by Indemnitee with respect to the same Proceeding. If (A) the employment of counsel by Indemnitee has been previously authorized by the Company, or (B) Indemnitee shall have notified the Board in writing that Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, (C) the Company fails to employ counsel to assume the defense of such Proceeding, or (D) after a Change in Control, the employment fees and expenses of counsel by Indemnitee has been approved by the Independent Counsel, the Expenses related to work conducted by Indemnitee’s counsel shall be subject to indemnification and/or advancement pursuant to the terms of this Agreement. Nothing herein shall prevent Indemnitee from employing counsel for any such Proceeding at Indemnitee’s expense. Indemnitee agrees expense or providing the Company with information indicating that there may be a conflict of interest in the conduct of any such separate counsel retained by defense between (i) the Company and Indemnitee will be a member of or (ii) Indemnitee and any approved list of panel counsel under the Company’s applicable directors’ and officers’ insurance policy, should the applicable policy provide for a panel of approved counselother party or parties being jointly represented.

Assumption of Defense. In the event If the Company shall be obligated to advance pay Expenses arising in connection with any Claim against the Expenses for any Proceeding against Indemnitee, the Company, if deemed appropriate by Indemnitee may in its sole discretion (but shall not be obligated to) allow the Company, shall be entitled Company to assume the defense of such Proceeding as provided herein. Such defense Claim, with counsel approved by the Company may include the representation of two or more parties by one attorney or law firm as permitted under the ethical rules and legal requirements related to joint representations. Following delivery of written notice to Indemnitee of the Company’s election to assume the defense of such Proceeding, the approval by Indemnitee (which whose approval shall not be unreasonably withheld) ), upon the delivery to the Company of notice of Indemnitee’s election to so tender the defense of such Claim. After delivery of such notice, approval of such counsel designated by the Company Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees and expenses of counsel subsequently incurred by the Indemnitee with respect to the same Proceeding. If Claim; provided that in any such event (i) the Indemnitee shall have the right to employ the Indemnitee’s own counsel in connection with any Claim at the Indemnitee’s expense; (ii) if (A) the employment of counsel by the Indemnitee has shall have been previously authorized by the Company, (B) the Indemnitee shall have notified the Board in writing that Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense, or (C) the Company fails to employ shall not, in fact, have employed counsel to assume the defense of such ProceedingClaim, or (D) after a Change in Control, each such case the employment fees and expenses of counsel by Indemnitee has been approved by the Independent Counsel, the Expenses related to work conducted by Indemnitee’s counsel shall be subject paid by the Company, it being agreed and understood that the Company shall only be required to indemnification and/or advancement pursuant to pay the terms fees and expenses of this Agreement. Nothing herein one separate counsel (plus, if necessary, one local counsel); and (iii) the Company shall prevent not settle any Claim in any manner which would impose any penalty, limitation or unindemnified Expense on the Indemnitee from employing counsel for any such Proceeding at without the Indemnitee’s expense. Indemnitee agrees that any such separate counsel retained by Indemnitee will be a member of any approved list of panel counsel under the Company’s applicable directors’ and officers’ insurance policy, should the applicable policy provide for a panel of approved counselconsent.

Assumption of Defense. In the event the Company shall be obligated to advance the Expenses for any Proceeding against Indemnitee, the Company, if deemed appropriate by the Company, shall be entitled to assume the defense of such Proceeding as provided herein. Such defense by the Company may include the representation of two or more parties by one attorney or law firm as permitted under the ethical rules and legal requirements related to joint representations. Following delivery of written notice to Indemnitee of the Company’s election to assume the defense of such Proceeding, the approval by Indemnitee (which approval shall not be unreasonably withheld) of counsel designated by the Company and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees and expenses of counsel subsequently incurred by Indemnitee with respect to the same Proceeding. If (Ai) the employment of counsel by Indemnitee has been previously authorized by the Company, (Bii) Indemnitee shall have notified the Board in writing that Indemnitee has reasonably concluded that that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (Ciii) the Company fails to employ counsel to assume the defense of such Proceeding, or (D) after a Change in Control, the employment fees and expenses of counsel by Indemnitee has been approved by the Independent Counsel, the Expenses related to work conducted by Indemnitee’s counsel shall be subject to indemnification and/or advancement pursuant to the terms of this Agreement. Nothing herein shall prevent Indemnitee from employing counsel for any such Proceeding at Indemnitee’s expense. Indemnitee agrees that any such separate counsel retained by Indemnitee will be a member of any approved list of panel counsel under the Company’s applicable directors’ and officers’ insurance policy, should the applicable policy provide for a panel of approved counsel.

Assumption of Defense. In the event the Company shall be obligated to advance the Expenses for any Proceeding against Indemnitee, the Company, if deemed appropriate by the Company, shall be entitled to assume the defense of such Proceeding as provided herein. Such defense by the Company may include the representation of two or more parties by one attorney or law firm as permitted under the ethical rules and legal requirements related to joint representations. Following delivery of written notice to Indemnitee of the Company’s election to assume the defense of such Proceeding, the approval by Indemnitee (which approval shall not be unreasonably withheld) of counsel designated by the Company and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees and expenses of counsel subsequently incurred by Indemnitee with respect to the same Proceeding. If (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) there is, in the reasonable written opinion of counsel to Indemnitee shall have notified the Board in writing that Indemnitee has 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 fails to employ counsel to assume the defense of such Proceeding, or (D) after a Change in Control, the employment fees and expenses of counsel by Indemnitee has been approved by the Independent Counsel, the Expenses related to work conducted by Indemnitee’s counsel shall be subject to indemnification and/or advancement pursuant to the terms of this Agreement. Nothing herein shall prevent Indemnitee from employing counsel for any such Proceeding at Indemnitee’s expense. Indemnitee agrees that any such separate counsel retained by Indemnitee will be a member of any approved list of panel counsel under the Company’s applicable directors’ and officers’ insurance policy, should the applicable policy provide for a panel of approved counsel.

Assumption of Defense. In the event the Company shall be obligated to advance the Expenses for any Proceeding against Indemnitee, the Company, if deemed appropriate by the Company, shall be entitled to assume the defense of such Proceeding as provided herein. Such defense by the Company may include the representation of two or more parties by one attorney or law firm as permitted under the ethical rules and legal requirements related to joint representations. Following delivery of written notice to Indemnitee of the Company’s 's election to assume the defense of such Proceeding, the approval by Indemnitee (which approval shall not be unreasonably withheld) of counsel designated by the Company and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees and expenses of counsel subsequently incurred by Indemnitee with respect to the same Proceeding. If (A1) the employment of counsel by Indemnitee has been previously authorized by the Company, (B2) Indemnitee shall have notified the Board in writing that Indemnitee 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 (C3) the Company fails to employ counsel to assume the defense of such Proceeding, or (D) after a Change in Control, the employment fees and expenses of counsel by Indemnitee has been approved by the Independent Counsel, the Expenses related to work conducted by Indemnitee’s 's counsel shall be subject to indemnification and/or advancement pursuant to the terms of this Agreement. Nothing herein shall prevent Indemnitee from employing counsel for any such Proceeding at Indemnitee’s 's expense. Indemnitee agrees that any such separate counsel retained by Indemnitee will be a member of any approved list of panel counsel under the Company’s applicable directors’ and officers’ insurance policy, should the applicable policy provide for a panel of approved counsel.

Assumption of Defense. In the event the Company shall be obligated to advance the Expenses for any Proceeding against Indemnitee, the Company, if deemed appropriate by the Company, shall be entitled to assume the defense of such Proceeding as provided herein. Such defense by the Company may include the representation of two or more parties by one attorney or law firm as permitted under the ethical rules and legal requirements related to joint representations. Following delivery of written notice to Indemnitee of the Company’s election to assume the defense of such Proceeding, the approval by Indemnitee (which approval shall not be unreasonably withheld, delayed or conditioned) of counsel designated by the Company Company, and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees and expenses of counsel subsequently incurred by Indemnitee with respect to the same Proceeding. If (Ai) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (Bii) Indemnitee shall have notified the Board in writing that Indemnitee or separate counsel for Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, (Ciii) the Company fails to employ counsel to assume the defense of such Proceeding, or (Div) after a Change in Control, the employment of counsel by Indemnitee has been approved by the Independent Counsel, the Expenses related to work conducted by Indemnitee’s counsel shall be subject to indemnification and/or advancement pursuant to the terms of this Agreement. Nothing herein The Company shall prevent Indemnitee from employing counsel for not be entitled to assume the defense of any such Proceeding at Indemnitee’s expensebrought by or on behalf of the Company. Indemnitee agrees that any such separate counsel retained by Indemnitee will be a member of any approved list of panel counsel under the Company’s applicable directors’ and officers’ insurance policypolicies, should the applicable policy policies provide for a panel of approved counsel. Nothing herein shall prevent Indemnitee from employing counsel for any Proceeding at Indemnitee’s own expense.

Assumption of Defense. In If the event Indemnitee requests CPP to pay Expenses under this Agreement, CPP has the Company shall right, to the extent permissible under law, to assume sole control of the defense of the Proceeding pertaining to those Expenses, or to participate in it, by providing the Indemnitee written notice (the “Defense Notice”) of CPP’s exercise of that right with counsel of CPP’s choice. The Defense Notice must identify the counsel chosen by CPP for those purposes. CPP’s counsel must be obligated reasonably acceptable to advance the Expenses for any Proceeding against Indemnitee. If the Indemnitee does not notify CPP in writing of its reasonable objections, if any, to the counsel identified in the Defense Notice on or before the date ten business days after delivery of the Defense Notice to the Indemnitee, the Company, if Indemnitee will be deemed appropriate by the Company, shall be entitled to assume the defense have approved CPP’s choice of such Proceeding as provided hereincounsel identified therein for those purposes. Such defense by the Company may include the representation of two or more parties by one attorney or law firm as permitted under the ethical rules and legal requirements related to joint representations. Following Upon delivery of written notice to Indemnitee of the Company’s election to assume the defense of such ProceedingDefense Notice, the approval by Indemnitee (which approval shall not be unreasonably withheldor deemed approval) of counsel designated by the Company CPP’s counsel, and the CPP’s actual retention of such counsel by the Companyfor those purposes, the Company CPP will not be liable to the Indemnitee under this Agreement for any fees and expenses of counsel subsequently incurred by the Indemnitee with respect to the same for that Proceeding. If The Indemnitee may retain separate counsel in that Proceeding, which counsel for the Indemnitee will be retained at the Indemnitee’s sole cost and expense unless: (Aa) CPP earlier authorized the Indemnitee to retain separate counsel at CPP’s expense; (b) the employment Indemnitee earlier and timely objected to CPP’s choice of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have notified the Board in writing that because the Indemnitee has reasonably concluded that there may be a conflict of interest between CPP and the Company and Indemnitee in the conduct of any such defense, defense in that Proceeding and the basis for that reasonable conclusion is set forth in the Indemnitee’s timely written objection delivered to CPP; or (Cc) the Company CPP fails to employ retain, in fact, counsel to assume or otherwise actively pursue the defense of such Proceedingthe Proceeding within a reasonable time. In the case of clause (a), (b) or (Dc) after a Change in Controlabove, then CPP will indemnify the Indemnitee for, and advance to the Indemnitee, the employment actual and reasonable fees and expenses of counsel by Indemnitee has been approved by the Independent Counsel, the Expenses related to work conducted by Indemnitee’s counsel shall be subject to indemnification and/or advancement pursuant to the terms of defend that Proceeding as provided in this Agreement. Nothing herein shall prevent Indemnitee from employing counsel for any such Proceeding at Indemnitee’s expense. Indemnitee agrees that any such separate counsel retained by Indemnitee will be a member of any approved list of panel counsel under the Company’s applicable directors’ and officers’ insurance policy, should the applicable policy provide for a panel of approved counsel.

Assumption of Defense. In the event If the Company shall be obligated to advance pay Expenses arising in connection with any Claim against the Expenses for any Proceeding against Indemnitee, the Company, if deemed appropriate by the Company, Company shall be entitled to assume the defense of such Proceeding as provided herein. Such defense Claim, with counsel approved by the Company may include the representation of two or more parties by one attorney or law firm as permitted under the ethical rules and legal requirements related to joint representations. Following delivery of written notice to Indemnitee of the Company’s election to assume the defense of such Proceeding, the approval by Indemnitee (which whose approval shall not be unreasonably withheld) ), upon the delivery to the Indemnitee of notice of its election to do so. After delivery of such notice, approval of such counsel designated by the Company Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees and expenses of counsel subsequently incurred by the Indemnitee with respect to the same Proceeding. If Claim, provided that (i) the Indemnitee shall have the right to employ the Indemnitee's own counsel in connection with any Claim at the Indemnitee's expense; (ii) if (A) the employment of counsel by the Indemnitee has shall have been previously authorized by the Company, (B) the Indemnitee shall have notified the Board in writing that Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense, or (C) the Company fails to employ shall not, in fact, have employed counsel to assume the defense of such ProceedingClaim, or (D) after a Change in Control, each such case the employment fees and expenses of counsel by Indemnitee has been approved by the Independent Counsel, the Expenses related to work conducted by Indemnitee’s 's counsel shall be subject to indemnification and/or advancement pursuant to the terms of this Agreement. Nothing herein shall prevent Indemnitee from employing counsel for any such Proceeding at Indemnitee’s expense. Indemnitee agrees that any such separate counsel retained paid by Indemnitee will be a member of any approved list of panel counsel under the Company’s applicable directors’ ; and officers’ insurance policy(iii) the Company shall not settle any Claim in any manner which would impose any penalty, should limitation or unindemnified Expense on the applicable policy provide for a panel of approved counselIndemnitee without the Indemnitee's consent.

Assumption of Defense. In the event the Company If any action, suit, proceeding (including any governmental or regulatory investigation), claim or demand (“Action”) shall be obligated brought or asserted against any person indemnified by subsection (1) above in respect of which indemnity may be sought pursuant to advance the Expenses for any Proceeding against Indemniteethis Article 6, the CompanyIndemnified Person shall notify promptly the person against whom such indemnity may be sought (the “Indemnifying Person”) in writing. The omission to notify promptly the Indemnifying Person shall not relieve the Indemnifying Person from any liability which it may have to any Indemnified Person, if deemed appropriate by except to the Companyextent that the delayed notification or absence of notification has significantly impaired the Indemnifying Person’s ability to influence the outcome of the Action or led to an increased loss. Promptly upon receipt of such notice from the Indemnified Person, shall be entitled the Indemnifying Person may retain legal advisers reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and may assume the defense of such Proceeding as provided hereinAction. Such defense by In any Action for which the Company may include the representation of two or more parties by one attorney or law firm as permitted under the ethical rules and legal requirements related to joint representations. Following delivery of written notice to Indemnitee of the Company’s election to assume Indemnifying Person has assumed the defense of such Proceedingand retained legal advisers, any Indemnified Person shall have the approval by Indemnitee (which approval shall not be unreasonably withheld) of counsel designated by right to retain its own legal advisers, but the Company and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees and expenses of counsel subsequently such legal advisers shall be the liability of such Indemnified Person unless any of the following circumstances occur in which case they shall be the liability of the Indemnifying Person: (i) the Indemnifying Person has failed within a reasonable time to retain legal advisers reasonably satisfactory to the Indemnified Person or (ii) the parties in any such Action include both the Indemnifying Person and the Indemnified Person and representation of both parties by the same legal advisers would be inappropriate due to actual or potential differing interests between them or (iii) the Indemnified Person could raise defenses in the Action which are not available to the Indemnifying Person. The Indemnifying Person shall not, in connection with any Action or related action in the same jurisdiction, be liable (except as mentioned above) for the fees and expenses of more than one separate firm of legal advisers reasonably incurred by Indemnitee (in addition to any local legal advisers) for all Indemnified Persons, and all such fees and expenses shall be reimbursed as they are incurred. No Indemnifying Person shall, without the written consent of the Indemnified Person, effect the settlement or compromise of, or consent to the entry of any judgment with respect to the same Proceeding. If (A) the employment to, any pending or threatened action or claim in respect of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have notified the Board in writing that Indemnitee has reasonably concluded that there which indemnification or contribution may be sought hereunder (whether or not the Indemnified Person is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the Indemnified Person from all liability arising out of such action or claim and (ii) does not include a conflict statement as to or an admission of interest between the Company and Indemnitee in the conduct fault, culpability or a failure to act, by or on behalf of any Indemnified Person. An Indemnified Person shall not settle any Action without the consent of the Indemnifying Person, such defense, (C) the Company fails consent not to employ counsel to assume the defense of such Proceeding, or (D) after a Change in Control, the employment of counsel by Indemnitee has been approved by the Independent Counsel, the Expenses related to work conducted by Indemnitee’s counsel shall be subject to indemnification and/or advancement pursuant to the terms of this Agreement. Nothing herein shall prevent Indemnitee from employing counsel for any such Proceeding at Indemnitee’s expense. Indemnitee agrees that any such separate counsel retained by Indemnitee will be a member of any approved list of panel counsel under the Company’s applicable directors’ and officers’ insurance policy, should the applicable policy provide for a panel of approved counselunreasonably withheld.

Assumption of Defense. The Indemnitee shall be entitled to employ his/her own separate counsel and assume the defense of any Proceeding against the Indemnitee, provided the Indemnitee delivers notice to the Company of his/her election to do so within a reasonable time after consummation of such Proceeding. In the event a Proceeding is brought against more than one director, the decision to assume the defense and employ separate counsel shall be made by a majority vote of such directors – such directors shall select one counsel to represent them collectively unless and only to the extent that a potential conflict is present that causes such joint counsel to conclude that it cannot represent all of the affected directors. Provided such notice is delivered to the Company within a reasonable time after consummation of the Proceeding, all reasonable fees and expenses of such separate counsel shall be obligated borne by the Company in accordance with this Agreement. In the event Indemnitee fails to advance provide the Expenses for any Proceeding against IndemniteeCompany with reasonable notice of his/her election to assume the defense, the Company, if deemed appropriate by the Company, Company shall be entitled to assume the defense of such Proceeding as provided hereinupon the delivery to the Indemnitee of notice of its election to do so. Such defense by the Company may include the representation of two or more parties by one attorney or law firm as permitted under the ethical rules and legal requirements related to joint representations. Following After delivery of written notice to Indemnitee of the Company’s election to assume the defense of such Proceeding, the approval by Indemnitee (which approval shall not be unreasonably withheld) of counsel designated by the Company and the retention of such counsel by the Companynotice, the Company will not be liable to the Indemnitee under this Agreement for any fees and expenses of counsel subsequently incurred by the Indemnitee with respect to the same Proceeding. If , provided that (i) the Indemnitee shall have the right to employ the Indemnitee’s own counsel in connection with any Proceeding at the Indemnitee’s expense; (ii) if (A) the employment of counsel by the Indemnitee has shall have been previously authorized by the Company, (B) the Indemnitee shall have notified concluded, based on the Board in writing that Indemnitee has reasonably concluded written opinion of Indemnitee’s counsel (such counsel to be approved by the Company, whose approval shall not be unreasonably withheld) that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense, or (C) the Company fails to employ shall not, in fact, have employed counsel to assume the defense of such Proceeding, or (D) after a Change then in Control, each such case the employment fees and expenses of counsel by Indemnitee has been approved by the Independent Counsel, the Expenses related to work conducted by Indemnitee’s counsel shall be subject to indemnification and/or advancement pursuant to paid by the terms of Company in accordance with this Agreement. Nothing herein ; and (iii) the Company shall prevent not settle any Proceeding in any manner which would impose any penalty, limitation or unindemnified Expense on the Indemnitee from employing counsel for any such Proceeding at without the Indemnitee’s expenseconsent. Indemnitee agrees that any such separate counsel retained by Indemnitee will The Company shall not be a member entitled to assume Indemnitee’s defense of any approved list of panel counsel under claim brought by the Company’s applicable directors’ and officers’ insurance policy, should Company or as to whether Indemnitee shall have made the applicable policy provide conclusion provided for a panel of approved counselin clause (B) above.

Assumption of Defense. In the event If the Company shall be obligated to advance the pay Expenses for arising in connection with any Proceeding against the Indemnitee, the Company, if deemed appropriate by the Company, Company shall be entitled to assume the defense of such Proceeding as provided hereinupon the delivery to the Indemnitee of notice of its election to do so. Such defense by the Company may include the representation of two or more parties by one attorney or law firm as permitted under the ethical rules and legal requirements related to joint representations. Following After delivery of written notice to Indemnitee of the Company’s election to assume the defense of such Proceeding, the approval by Indemnitee (which approval shall not be unreasonably withheld) of counsel designated by the Company and the retention of such counsel by the Companynotice, the Company will not be liable to the Indemnitee under this Agreement for any fees and expenses of counsel subsequently incurred by the Indemnitee with respect to the same Proceeding. If , provided that (i) the Indemnitee shall have the right to employ the Indemnitee’s own counsel in connection with any Proceeding at the Indemnitee’s expense; (ii) if (A) the employment of counsel by the Indemnitee has shall have been previously authorized by the Company, (B) the Indemnitee shall have notified concluded, based on the Board in writing that Indemnitee has reasonably concluded written opinion of Indemnitee’s counsel (such counsel to be approved by the Company, whose approval shall not be unreasonably withheld) that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense, or (C) the Company fails to employ shall not, in fact, have employed counsel to assume the defense of such Proceeding, or (D) after a Change then in Control, each such case the employment fees and expenses of counsel by Indemnitee has been approved by the Independent Counsel, the Expenses related to work conducted by Indemnitee’s counsel shall be subject to indemnification and/or advancement pursuant to paid by the terms of Company in accordance with this Agreement. Nothing herein ; and (iii) the Company shall prevent not settle any Proceeding in any manner which would impose any penalty, limitation or unindemnified Expense on the Indemnitee from employing counsel for any such Proceeding at without the Indemnitee’s expenseconsent. Indemnitee agrees that any such separate counsel retained by Indemnitee will The Company shall not be a member entitled to assume Indemnitee’s defense of any approved list of panel counsel under claim brought by the Company’s applicable directors’ and officers’ insurance policy, should Company or as to whether Indemnitee shall have made the applicable policy provide conclusion provided for a panel of approved counselin clause (B) above.

Assumption of Defense. In After receipt by an Indemnified Person under subsection (1) or (3) (each an “Indemnified Person”) of notice of the event commencement of any action, proceeding (including any governmental of official proceeding) or the Company assertion of a claim (each an “Action”) for which an indemnification can be requested under this Article 12, such Indemnified Person shall promptly notify the person which is obliged to indemnify and hold harmless (each an “Indemnifying Person”) in writing of the commencement of the Action. The omission to promptly notify the Indemnifying Person shall not relieve it from any liability which it may have to any Indemnified Person, unless a delayed notice or the omission of a notice has materially adversely affected the possibility of the Indemnifying Person to affect the outcome of the Action or led to an increased loss. Promptly upon such notice by the Indemnified Person, the Indemnifying Person shall be obligated entitled to advance engage counsel reasonably satisfactory to the Expenses for any Proceeding against Indemnitee, the Company, if deemed appropriate Indemnified Person in order to represent this person and other persons named by the CompanyIndemnifying Person in connection with the Action, shall be entitled to assume the defense of such Proceeding as provided herein. Such defense by thereof; the Company may include the representation of two or more parties by one attorney or law firm as permitted under the ethical rules and legal requirements related to joint representations. Following delivery of written notice to Indemnitee of the Company’s election to assume the defense of such Proceeding, the approval by Indemnitee (which approval shall not be unreasonably withheld) of counsel designated by the Company and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees and expenses of counsel subsequently incurred by Indemnitee with respect to the same Proceeding. If (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have notified the Board in writing that Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, (C) the Company fails to employ counsel to assume the defense of such Proceeding, or (D) after a Change in Control, the employment of counsel by Indemnitee has been approved by the Independent Counsel, the Expenses related to work conducted by Indemnitee’s counsel shall be subject at the expense of the Indemnifying Person. In any Action where the Indemnifying Person has assumed the defense and has engaged counsel, any Indemnified Party shall have the right to indemnification and/or advancement pursuant retain its own counsel. The fees and expenses of such counsel shall be at the expense of the Indemnified Party, unless (for the avoidance of doubt, in such events fees and cost shall be at the expense of the Indemnifying Person): (i) the Indemnifying Person did not engage a counsel reasonably satisfactory to the terms of this Agreement. Nothing herein shall prevent Indemnitee from employing counsel for Indemnified Person without undue delay (ohne schuldhaftes Zögern) or (ii) the named parties to any such Proceeding at Indemnitee’s expenseAction include both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them or (iii) the Indemnified Party could submit defenses not available to the Indemnifying Person. Indemnitee agrees that any such The Indemnifying Party shall not, in respect of an Action or a proceeding related thereto in the same jurisdiction, be liable for the fees and expenses of more than one separate counsel retained firm; all fees and costs shall be reimbursed as soon as they are incurred by Indemnitee will be a member of any approved list of panel counsel under the Company’s applicable directors’ and officers’ insurance policy, should the applicable policy provide for a panel of approved counselIndemnified Person.

Assumption of Defense. In the event the Company (i) shall be obligated to advance the Expenses for any Proceeding against IndemniteeIndemnitee by a third party and (ii) acknowledges the Company’s obligation to indemnify the Indemnitee with respect to such Proceeding (subject to the terms of this Agreement), the Company, if deemed appropriate by the Company, Company shall be entitled to assume the defense of such Proceeding as provided herein. Such defense by the Company may include the representation of two or more parties by one attorney or law firm as permitted under the ethical rules and legal requirements related to joint representations, subject to exceptions set forth below in the event of a potential conflict of interest. Following delivery of written notice to Indemnitee of the Company’s election to assume the defense of such Proceeding and the Company’s acknowledgment of its indemnification obligation with respect to such Proceeding, the approval by Indemnitee (which approval shall not be unreasonably withheld) of counsel designated by the Company and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees and expenses Expenses of separate counsel subsequently incurred by Indemnitee with respect to the same ProceedingProceeding so long as such Proceeding is diligently defended, as reasonably determined by Indemnitee. For the avoidance of doubt, but not by way of limitation, a potential conflict of interest shall be deemed a reasonable basis for the Indemnitee to withhold consent under this Section 5.02. If (Ai) the employment of counsel by Indemnitee has been previously authorized by the Company, (Bii) Indemnitee shall have notified the Board in writing that Indemnitee has reasonably concluded that there may be a conflict of interest between the Company (or any other co-clients as provided above) and Indemnitee in the conduct of any such defense, or that there may be one or more legal defenses available to Indemnitee that are different from or additional to those available to other persons, (Ciii) the Company fails to employ counsel to assume the defense of such Proceeding, Proceeding or (Div) after a Change in Controlof Control has occurred, the employment fees and Expenses of counsel by Indemnitee has been approved by the Independent Counsel, the Expenses related to work conducted by Indemnitee’s own counsel shall be subject to indemnification and/or advancement pursuant to the terms of this Agreement. Nothing herein shall prevent Indemnitee from employing counsel for any such Proceeding at Indemnitee’s own expense. Indemnitee agrees The Company shall not settle any Proceeding in any manner that would impose any such separate counsel retained by Indemnitee will expense, penalty or limitation on Indemnitee, or that would contain any language that could reasonably be a member viewed as an acknowledgment of any approved list of panel counsel under the Companywrongdoing on Indemnitee’s applicable directors’ and officers’ insurance policypart or otherwise detrimental to Indemnitee’s reputation, should the applicable policy provide for a panel of approved counselwithout Indemnitee’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.

Assumption of Defense. In If Company is required to pay the event the Company shall be obligated to advance the Expenses for costs of any Proceeding Claim brought against Indemnitee, Company shall have the Company, if deemed appropriate by the Company, shall be entitled right to assume the defense of such Proceeding as provided herein. Such defense Claim, with counsel approved by the Company may include the representation of two or more parties by one attorney or law firm as permitted under the ethical rules and legal requirements related to joint representations. Following Indemnitee, upon delivery of written notice to Indemnitee of the Company’s election to assume the defense. Notwithstanding the foregoing, however, Company shall not have the right to assume defense in any Claim brought by or in the right of Company or as to which Indemnitee has reasonably concluded that there is a conflict of interest between Indemnitee and Company in the conduct of the defense. After Company gives notice to Indemnnitee that Company intends to assume the defense of such Proceedinga Claim, Indemnitee will have the approval by Indemnitee (which approval shall not be unreasonably withheld) of right to employ separate counsel designated by the Company and the retention of such counsel by the Company, the at his expense. Company will not be liable to Indemnitee under this Agreement for any fees and expenses of counsel Indemnitee subsequently incurred by Indemnitee incurs with respect to the same Proceeding. If (A) the employment of Claim, unless: · Company previously has authorized Indemnitee to employ separate counsel by at Company’s expense; · Indemnitee reasonably has been previously authorized by the Company, (B) Indemnitee shall have notified the Board in writing that Indemnitee has reasonably concluded that there may be is a conflict of interest between the Indemnitee and Company and Indemnitee in the conduct of any such Indemnitees’ defense, (C) the ; or · Company fails has failed to employ counsel to assume the defense of such Proceeding, Claim. Indemnitee agrees to give Company such information and cooperation as Company may reasonably request in defense of any Claim or (D) after threat of a Change in Control, the employment of counsel by Indemnitee has been approved by the Independent Counsel, the Expenses related to work conducted by Indemnitee’s counsel shall be subject to indemnification and/or advancement pursuant to the terms of this Agreement. Nothing herein shall prevent Indemnitee from employing counsel for any such Proceeding at Indemnitee’s expenseClaim. Indemnitee agrees that Company is not obligated to indemnify Indemnitee under this Agreement for any such separate amounts Indemnitee pays to settle any action or claim without Company’s prior written consent. Company agrees not to settle any action or claim in any manner that will impose any penalty or limitation on Indemnitee without Indemnitee’s prior written consent. Each party to this Agreement agrees not to unreasonably withhold consent to any proposed settlement. If either party refuses to agree to a proposed settlement acceptable to the other party, Company will retain independent legal counsel retained by reasonably acceptable to Indemnitee will be a member for the purpose of any approved list of panel counsel determining whether the proposed settlement is reasonable under the Company’s applicable directors’ circumstances. Company will pay all reasonable fees and officers’ insurance policyexpenses incurred by independent legal counsel in connection with such determination. If independent legal counsel determines that the proposed settlement is reasonable under all the circumstances, should the applicable policy provide for a panel party advocating the settlement may consummate the settlement without the consent of approved counselthe other party. Such independent legal counsel shall meet the standards of an Approved Law Firm.

Assumption of Defense. In the event the Company shall be obligated to advance the Expenses for any Proceeding against Indemnitee, the Company, if deemed appropriate by the Company, shall be entitled to assume the defense of such Proceeding as provided herein. Such defense by the Company may include the representation of two or more parties by one attorney or law firm as permitted under the ethical rules and legal requirements related to joint representations. Following delivery of written notice to Indemnitee of the Company’s election to assume the defense of such Proceeding, the approval by Indemnitee (which approval shall not be unreasonably withheld) of counsel designated by the Company and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees and expenses of counsel subsequently incurred by Indemnitee with respect to the same Proceeding. If (Ai) the employment of counsel by Indemnitee has been previously authorized by the Company, (Bii) Indemnitee shall have notified the Board in writing that Indemnitee has reasonably concluded that there may reasonably could be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, defense or (Ciii) the Company fails to employ counsel to assume the defense of such Proceeding, or (D) after a Change in Control, the employment fees and expenses of counsel by Indemnitee has been approved by the Independent Counsel, the Expenses related to work conducted by Indemnitee’s counsel shall be subject to indemnification and/or advancement pursuant to the terms of this Agreement. Nothing herein shall prevent Indemnitee from employing counsel for any such Proceeding at Indemnitee’s expense. Indemnitee agrees that any such separate counsel retained by Indemnitee will be a member of any approved list of panel counsel under the Company’s applicable directors’ and officers’ insurance policy, should the applicable policy provide for a panel of approved counsel.

Assumption of Defense. In The Indemnifying Parties will have the event the Company shall be obligated to advance the Expenses for any Proceeding against Indemnitee, the Company, if deemed appropriate by the Company, shall be entitled right to assume the defense of any action, claim, proceeding or investigation and to retain counsel of its choice to represent the Indemnified Parties (provided such Proceeding as provided hereincounsel is reasonably satisfactory to the Indemnified Parties). Such defense Any counsel retained by the Company may include Indemnifying Parties to represent the representation Indemnified Parties will, to the fullest extent consistent with its professional responsibilities, cooperate with any separate counsel designated by the Indemnified Parties. The reasonable fees and expenses of two or more parties such counsel retained by one attorney or law firm as permitted under the ethical rules and legal requirements related to joint representationsIndemnifying Parties will be paid by the Indemnifying Parties. Following delivery of written notice to Indemnitee of In the Company’s election to assume event any Indemnifying Parties assumes the defense of any such Proceedingaction, claim, proceeding or investigation an Indemnified Party may, notwithstanding such assumption by such Indemnifying Parties of such defense, retain one separate counsel on behalf of all Indemnified Parties the approval cost of which shall be borne by Indemnitee the Indemnifying Parties if (i) the Indemnifying Parties have failed to provide counsel reasonably satisfactory to such Indemnified Party in a timely manner or diligently prosecute such defense, (ii) the Indemnified Parties reasonably determine that representation of such Indemnified Party would present it with a conflict of interest or (iii) any Indemnified Party based upon advice of reputable counsel reasonably determines that there may be legal defenses to it which approval are materially different from or in addition to those available to such Indemnifying Parties which have not been asserted on behalf of such Indemnified Party by counsel selected by the Indemnifying Parties. No Indemnifying Parties shall in the defense of any action, claim, proceeding or investigation consent to entry of any judgment or enter into any settlement which (i) does not include as an unconditional term thereof the giving by the claimant or plaintiff to Indemnified Party of a release from all liability in respect of all claims arising therefrom or (ii) requires the performance of any act (other than the payment of moneys that are paid in full by the Indemnifying Parties) or the agreement not to perform any act by any Indemnified Party, in each case except with the written consent of the Indemnified Party, which consent shall not be unreasonably withheld) of counsel designated by the Company and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees and expenses of counsel subsequently incurred by Indemnitee with respect to the same Proceeding. If (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have notified the Board in writing that Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, (C) the Company fails to employ counsel to assume the defense of such Proceeding, or (D) after a Change in Control, the employment of counsel by Indemnitee has been approved by the Independent Counsel, the Expenses related to work conducted by Indemnitee’s counsel shall be subject to indemnification and/or advancement pursuant to the terms of this Agreement. Nothing herein shall prevent Indemnitee from employing counsel for any such Proceeding at Indemnitee’s expense. Indemnitee agrees that any such separate counsel retained by Indemnitee will be a member of any approved list of panel counsel under the Company’s applicable directors’ and officers’ insurance policy, should the applicable policy provide for a panel of approved counsel.

Assumption of Defense. In the event the Company shall be obligated to advance the Expenses for any Proceeding against Indemnitee, the Company, if deemed appropriate by the Company, shall be entitled to assume the defense of such Proceeding as provided herein. Such defense by the Company may include the representation of two or more parties by one attorney or law firm as permitted under the ethical rules and legal requirements related to joint representations. Following delivery of written notice to Indemnitee of the Company’s election to assume the defense of such Proceeding, the approval by Indemnitee (which approval shall not be unreasonably withheld) of counsel designated by the Company and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees and expenses of counsel subsequently incurred by Indemnitee with respect to the same Proceeding. If Notwithstanding the foregoing, if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have notified the Board in writing that Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, (C) the Company fails to employ counsel to assume the defense of such Proceeding, or (D) after a Change in Control, the employment of counsel by Indemnitee has been approved by the Independent Counsel, the Expenses related to work conducted by Indemnitee’s counsel shall be subject to indemnification and/or advancement pursuant to the terms of this Agreement. Nothing herein shall prevent Indemnitee from employing counsel for any such Proceeding at Indemnitee’s expense. Indemnitee agrees that any such separate counsel retained by Indemnitee will be a member of any approved list of panel counsel under the Company’s applicable directors’ and officers’ insurance policy, should the applicable policy provide for a panel of approved counsel.

Assumption of Defense. In the event If the Company shall be obligated to advance pay Expenses arising in connection with any Claim against the Expenses for any Proceeding against Indemnitee, the Company, if deemed appropriate by Indemnitee may in its sole discretion (but shall not be obligated to) allow the Company, shall be entitled Company to assume the defense of such Proceeding as provided herein. Such defense Claim, with counsel approved by the Company may include the representation of two or more parties by one attorney or law firm as permitted under the ethical rules and legal requirements related to joint representations. Following delivery of written notice to Indemnitee of the Company’s election to assume the defense of such Proceeding, the approval by Indemnitee (which whose approval shall not be unreasonably withheld) ), upon the delivery to the Company of notice of Indemnitee's election to so tender the defense of such Claim. After delivery of such notice, approval of such counsel designated by the Company Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees and expenses of counsel subsequently incurred by the Indemnitee with respect to the same Proceeding. If Claim; provided that in any such event (i) the Indemnitee shall have the right to employ the Indemnitee's own counsel in connection with any Claim at the Indemnitee's expense; (ii) if (A) the employment of counsel by the Indemnitee has shall have been previously authorized by the Company, (B) the Indemnitee shall have notified the Board in writing that Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense, or (C) the Company fails to employ shall not, in fact, have employed counsel to assume the defense of such ProceedingClaim, or (D) after a Change in Control, each such case the employment fees and expenses of counsel by Indemnitee has been approved by the Independent Counsel, the Expenses related to work conducted by Indemnitee’s 's counsel shall be subject paid by the Company, it being agreed and understood that the Company shall only be required to indemnification and/or advancement pursuant to pay the terms fees and expenses of this Agreement. Nothing herein shall prevent Indemnitee from employing counsel for any such Proceeding at Indemnitee’s expense. Indemnitee agrees that any such one separate counsel retained by (plus, if necessary, one local counsel); and (iii) the Company shall not settle any Claim in any manner which would impose any penalty, limitation or unindemnified Expense on the Indemnitee will be a member of any approved list of panel counsel under without the Company’s applicable directors’ and officers’ insurance policy, should the applicable policy provide for a panel of approved counselIndemnitee's consent.

Assumption of Defense. The Indemnitee shall be entitled to employ his/her own separate counsel and assume the defense of any Proceeding against the Indemnitee, provided the Indemnitee delivers notice to the Company of his/her election to do so within a reasonable time after consummation of such Proceeding. In the event a Proceeding is brought against more than one officer, the decision to assume the defense and employ separate counsel shall be made by a majority vote of such officers – such officers shall select one counsel to represent them collectively unless and only to the extent that a potential conflict is present that causes such joint counsel to conclude that it cannot represent all of the affected officers. Provided such notice is delivered to the Company within a reasonable time after consummation of the Proceeding, all reasonable fees and expenses of such separate counsel shall be obligated borne by the Company in accordance with this Agreement. In the event Indemnitee fails to advance provide the Expenses for any Proceeding against IndemniteeCompany with reasonable notice of his/her election to assume the defense, the Company, if deemed appropriate by the Company, Company shall be entitled to assume the defense of such Proceeding as provided hereinupon the delivery to the Indemnitee of notice of its election to do so. Such defense by the Company may include the representation of two or more parties by one attorney or law firm as permitted under the ethical rules and legal requirements related to joint representations. Following After delivery of written notice to Indemnitee of the Company’s election to assume the defense of such Proceeding, the approval by Indemnitee (which approval shall not be unreasonably withheld) of counsel designated by the Company and the retention of such counsel by the Companynotice, the Company will not be liable to the Indemnitee under this Agreement for any fees and expenses of counsel subsequently incurred by the Indemnitee with respect to the same Proceeding. If , provided that (i) the Indemnitee shall have the right to employ the Indemnitee’s own counsel in connection with any Proceeding at the Indemnitee’s expense; (ii) if (A) the employment of counsel by the Indemnitee has shall have been previously authorized by the Company, (B) the Indemnitee shall have notified concluded, based on the Board in writing that Indemnitee has reasonably concluded written opinion of Indemnitee’s counsel (such counsel to be approved by the Company, whose approval shall not be unreasonably withheld) that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense, or (C) the Company fails to employ shall not, in fact, have employed counsel to assume the defense of such Proceeding, or (D) after a Change then in Control, each such case the employment fees and expenses of counsel by Indemnitee has been approved by the Independent Counsel, the Expenses related to work conducted by Indemnitee’s counsel shall be subject to indemnification and/or advancement pursuant to paid by the terms of Company in accordance with this Agreement. Nothing herein ; and (iii) the Company shall prevent not settle any Proceeding in any manner which would impose any penalty, limitation or unindemnified Expense on the Indemnitee from employing counsel for any such Proceeding at without the Indemnitee’s expenseconsent. Indemnitee agrees that any such separate counsel retained by Indemnitee will The Company shall not be a member entitled to assume Indemnitee’s defense of any approved list of panel counsel under claim brought by the Company’s applicable directors’ and officers’ insurance policy, should Company or as to whether Indemnitee shall have made the applicable policy provide conclusion provided for a panel of approved counselin clause (B) above.

Assumption of Defense. In the event the Company shall be obligated hereunder to advance the Expenses for any Proceeding against Indemnitee, the Company, if deemed appropriate by the Company, shall be entitled to assume the defense of such Proceeding as provided herein. Such defense by the Company may include the representation of two or more parties by one attorney or law firm as permitted under the ethical rules and legal requirements related to joint representations. Following delivery of written notice to Indemnitee of the Company’s election to assume the defense of such Proceeding, the approval by Indemnitee (which approval shall not be unreasonably withheldwithheld or delayed) of counsel designated by the Company and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees and expenses of separate counsel subsequently incurred employed by or on behalf of Indemnitee with respect to the same Proceeding. If Notwithstanding the foregoing, if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have notified the Board in writing that Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, (C) the Company fails to employ counsel to assume the defense of such Proceeding, or (D) after a Change in Control, the employment of counsel by Indemnitee has been approved by the Independent Counsel, then the Expenses related to work conducted by Indemnitee’s separate counsel shall be subject to indemnification and/or advancement pursuant to the terms of this Agreement. Nothing herein shall prevent Indemnitee from employing separate counsel for any such Proceeding at Indemnitee’s expense. Indemnitee agrees that any such separate counsel retained by Indemnitee will be a member of any approved list of panel counsel under the Company’s applicable directors’ and officers’ insurance policy, should the applicable policy provide for a panel of approved counsel.

Assumption of Defense. In the event the Company shall be obligated to advance the Expenses for any Proceeding against Indemnitee, the Company, if deemed appropriate by the Company, shall be entitled to assume the defense of such Proceeding as provided herein. Such defense by the Company may include the representation of two or more parties by one attorney or law firm as permitted under the ethical rules and legal requirements related to joint representations. Following delivery of written notice to Indemnitee of the Company’s election to assume the defense of such Proceeding, the approval by Indemnitee (which approval shall not be unreasonably withheld) of counsel designated by the Company and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees and expenses of counsel subsequently incurred by Indemnitee with respect to the same Proceeding. If (Ai) the employment of counsel by Indemnitee has been previously authorized by the Company, (Bii) Indemnitee shall have notified the Board in writing that Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (Ciii) the Company fails to employ counsel to assume the defense of such Proceeding, or (D) after a Change in Control, the employment fees and expenses of counsel by Indemnitee has been approved by the Independent Counsel, the Expenses related to work conducted by Indemnitee’s counsel shall be subject to indemnification and/or advancement pursuant to the terms of this Agreement. Nothing herein shall prevent Indemnitee from employing counsel for any such Proceeding at Indemnitee’s expense. Indemnitee agrees that any such separate counsel retained by Indemnitee will be a member of any approved list of panel counsel under the Company’s applicable directors’ and officers’ insurance policy, should the applicable policy provide for a panel of approved counsel.

Assumption of Defense. In the event the Company (i) shall be obligated to advance the Expenses for any Proceeding against IndemniteeIndemnitee by a third party and (ii) acknowledges the Company’s obligation to indemnify the Indemnitee with respect to such Proceeding (subject to the terms of this Agreement), the Company, if deemed appropriate by the Company, Company shall be entitled to assume the defense of such Proceeding as provided herein. Such defense by the Company may include the representation of two or more parties by one attorney or law firm as permitted under the ethical rules and legal requirements related to joint representations, subject to exceptions set forth below in the event of a potential conflict of interest. Following delivery of written notice to Indemnitee of the Company’s election to assume the defense of such Proceeding and the Company’s acknowledgment of its indemnification obligation with respect to such Proceeding, the approval by Indemnitee (which approval shall not be unreasonably withheld) of counsel designated by the Company and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees and expenses Expenses of separate counsel subsequently incurred by Indemnitee with respect to the same ProceedingProceeding so long as such Proceeding is diligently defended, as reasonably determined by Xxxxxxxxxx. For the avoidance of doubt, but not by way of limitation, a potential conflict of interest shall be deemed a reasonable basis for the Indemnitee to withhold consent under this Section 5.02. If (Ai) the employment of counsel by Indemnitee Xxxxxxxxxx has been previously authorized by the Company, (Bii) Indemnitee shall have notified the Board in writing that Indemnitee has reasonably concluded that there may be a conflict of interest between the Company (or any other co-clients as provided above) and Indemnitee in the conduct of any such defense, or that there may be one or more legal defenses available to Indemnitee that are different from or additional to those available to other persons, (Ciii) the Company fails to employ counsel to assume the defense of such Proceeding, Proceeding or (Div) after a Change in Controlof Control has occurred, the employment fees and Expenses of counsel by Indemnitee has been approved by the Independent Counsel, the Expenses related to work conducted by Indemnitee’s own counsel shall be subject to indemnification and/or advancement pursuant to the terms of this Agreement. Nothing herein shall prevent Indemnitee from employing counsel for any such Proceeding at Indemnitee’s own expense. Indemnitee agrees The Company shall not settle any Proceeding in any manner that would impose any such separate counsel retained by Indemnitee will expense, penalty or limitation on Indemnitee, or that would contain any language that could reasonably be a member viewed as an acknowledgment of any approved list of panel counsel under the Companywrongdoing on Indemnitee’s applicable directors’ and officers’ insurance policypart or otherwise detrimental to Indemnitee’s reputation, should the applicable policy provide for a panel of approved counselwithout Indemnitee’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.

Assumption of Defense. In the event the Company shall be obligated requested by Indemnitee to advance indemnify Indemnitee and/or pay the Expenses for of any Proceeding against Indemniteeproceeding, but only if appropriate, the CompanyCompany shall be entitled, if deemed appropriate upon written notice by the Company to Indemnitee within ten days of the Company’s receipt of written notice pursuant to Section 8, shall be entitled to assume the defense of such Proceeding as provided herein. Such defense by proceeding, or to participate to the Company may include the representation of two or more parties by one attorney or law firm as permitted under the ethical rules and legal requirements related extent permissible in such proceeding, with counsel reasonably acceptable to joint representations. Following delivery of written notice to Indemnitee of the Company’s election to assume the defense of such Proceeding, the approval by Indemnitee (which approval shall not be unreasonably withheld) , conditioned or delayed). Upon assumption of counsel designated the defense by the Company and the retention of such counsel by the Company, the Company will shall not be liable to Indemnitee under this Agreement for any fees and expenses of counsel subsequently incurred by Indemnitee with respect to the same Proceeding. If (A) proceeding, except to the employment extent necessary to avoid any prejudice to Indemnitee’s ability to defend the action as a result of counsel by Indemnitee has been previously authorized any failure by the CompanyCompany to take prompt action in the defense of the claim. Notwithstanding the previous sentence, (B) Indemnitee shall have notified the Board right to employ separate counsel in writing such a proceeding at Indemnitee’s sole cost and expense. If Indemnitee’s counsel delivers a written notice to the Company stating that Indemnitee such counsel has reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, (C) defense or the Company fails to employ shall not, in fact, have employed counsel to assume or otherwise actively pursued the defense of such Proceedingproceeding within a reasonable time, or (D) after a Change in Control, then the employment fees and Expenses of counsel by Indemnitee has been approved by the Independent Counsel, the Expenses related to work conducted by Indemnitee’s counsel to defend such proceeding shall be subject to the indemnification and/or and advancement pursuant to the terms of Expenses provisions of this Agreement. Nothing herein In any circumstance where the Company and Indemnitee are represented by separate counsel, the party having responsibility for defense of a proceeding shall prevent Indemnitee from employing provide the other party and its legal counsel for any such Proceeding at Indemnitee’s expensewith all copies of pleadings and material correspondence relating to the proceeding. Indemnitee agrees that any such separate counsel retained by Indemnitee will be a member and the Company shall reasonably cooperate in the defense of any approved list proceeding with respect to which indemnification is sought under this Agreement, regardless of panel counsel under whether the Company’s applicable directors’ and officers’ insurance policy, should Company or Indemnitee assumes the applicable policy provide for a panel defense of approved counselthat proceeding.

Assumption of Defense. (a) In the event the Company shall be obligated is requested by Indemnitee to advance pay the Expenses for of any Proceeding against IndemniteeProceeding, the Company, if deemed appropriate by the Companyappropriate, shall will be entitled to assume the defense of such Proceeding as provided herein. Such defense by the Company may include the representation of two or more parties by one attorney or law firm as permitted under the ethical rules and legal requirements related to joint representations. Following delivery of written notice to Indemnitee of the Company’s election to assume the defense of such that Proceeding, or to participate to the approval extent permissible in that Proceeding, with counsel approved by Indemnitee (Indemnitee, which approval shall may not be unreasonably withheld) withheld or delayed. Upon assumption of counsel designated the defense by the Company and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees and expenses of counsel subsequently incurred by Indemnitee with respect to the same Proceeding; provided, that Indemnitee will have the right to employ separate counsel in that Proceeding at Indemnitee’s sole cost and expense. If (A) After the employment Company has assumed the defense of a Proceeding, Indemnitee will be entitled to, at Indemnitee’s own expense, engage counsel for the purpose of monitoring the defense being provided by Indemnitee has been previously authorized counsel retained by the Company, and the Company must direct that counsel to cooperate with and provide requested information to Indemnitee’s monitoring counsel. Notwithstanding the foregoing, if (Bi) Indemnitee shall have notified Indemnitee’s counsel delivers a written notice to the Board in writing Company stating that Indemnitee such counsel has reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defensedefense in the Proceeding, (Cii) the Company fails to employ has not, in fact, employed counsel to assume or otherwise actively pursued the defense of such the Proceeding within a reasonable time, or thereafter reasonably maintained the defense of the Proceeding, (iii) there has been a Change in Control (as defined below), or (Div) after a Change in Control, the employment of Indemnitee reasonably concludes that counsel by Indemnitee has been approved engaged by the Independent CounselCompany on behalf of Indemnitee may not adequately represent Indemnitee, then in any such event the Expenses related fees and expenses of Indemnitee's counsel to work conducted by Indemnitee’s counsel shall defend the Proceeding must be at the expense of the Company and subject to the indemnification and/or and advancement pursuant to the terms of expenses provisions of this Agreement. Nothing herein shall prevent Indemnitee from employing Provided, however, that in the event there are other defendants in a Proceeding who are entitled to counsel other than counsel engaged by the Company, the Company will only be obligated to pay the fees and expenses of one (1) counsel for any all those defendants, including Indemnitee, unless Indemnitee's counsel delivers a written notice to the Company stating that such Proceeding at Indemnitee’s expense. Indemnitee agrees counsel has reasonably concluded that any such separate counsel retained by Indemnitee will there may be a member conflict of any approved list of panel interest that would prevent one (1) counsel under the Company’s applicable directors’ and officers’ insurance policyfrom representing all such defendants, should the applicable policy provide for a panel of approved counselincluding Indemnitee.

Assumption of Defense. In the event the Company shall be obligated to advance pay the Expenses for expenses of any Proceeding proceeding against or involving the Indemnitee, the Company, if deemed appropriate by the Companyappropriate, shall be entitled to assume the defense of such Proceeding as provided herein. Such defense proceeding, with counsel approved by the Company may include Indemnitee, upon the representation of two or more parties by one attorney or law firm as permitted under delivery to the ethical rules and legal requirements related to joint representations. Following delivery Indemnitee of written notice to Indemnitee of the Company’s its election to assume the defense do so. After delivery of such Proceedingnotice, the approval by Indemnitee (which approval shall not be unreasonably withheld) of such counsel designated by the Company Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees and expenses of counsel subsequently incurred by the Indemnitee with respect to the same Proceeding. If proceeding, provided that: (Ai) the Indemnitee shall have the right to employ his or her counsel in such proceeding at the Indemnitee’s expense; and (ii) if (a) the employment of counsel by the Indemnitee has been previously authorized by the Company, (Bb) the Indemnitee shall have notified the Board in writing that Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense, or (Cc) the Company fails to employ shall not, in fact, have employed counsel to assume the defense of such Proceeding, or (D) after a Change in Controlproceeding, the employment fees and expenses of counsel by Indemnitee has been approved by the Independent Counsel, the Expenses related to work conducted by Indemnitee’s counsel shall be subject at the expense of the Company. The Company shall not, without the prior written consent of the Indemnitee, effect any settlement of any threatened or pending action, suit or proceeding to indemnification and/or advancement pursuant to which the terms Indemnitee is, or could have been, a party unless such settlement solely involves the payment of this Agreement. Nothing herein shall prevent money and includes a complete and unconditional release of the Indemnitee from employing counsel for all liability on any claims that are the subject matter of such Proceeding at action, suit or proceeding. Neither the Company nor Indemnitee shall unreasonably withhold its consent to any proposed settlement. The Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee’s expense. Indemnitee agrees that any such separate counsel retained by Indemnitee will be a member of any approved list of panel counsel under the Company’s applicable directors’ and officers’ insurance policy, should the applicable policy provide for a panel of approved counsel.

Assumption of Defense. In the event the Company shall be obligated to advance the Expenses for any Proceeding against Indemnitee, the Company, if deemed appropriate by the Company, shall be entitled to assume the defense of such Proceeding as provided herein. Such defense by the Company may include the representation of two or more parties by one attorney or law firm as permitted under the ethical rules and legal requirements related to joint representations. Following delivery of written notice to Indemnitee of the Company’s election to assume the defense of such Proceeding, the approval by Indemnitee (which approval shall not be unreasonably withheld) of counsel designated by the Company and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees and expenses of counsel subsequently incurred by Indemnitee with respect to the same Proceeding. If (Ai) the employment of counsel by Indemnitee has been previously authorized by the Company, (Bii) Indemnitee shall have notified the Board in writing that Indemnitee has reasonably concluded that there may is likely to be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (Ciii) the Company fails to employ counsel to assume the defense of such Proceeding, or (D) after a Change in Control, the employment fees and expenses of counsel by Indemnitee has been approved by the Independent Counsel, the Expenses related to work conducted by Indemnitee’s counsel shall be subject to indemnification and/or advancement pursuant to the terms of this Agreement. Nothing herein shall prevent Indemnitee from employing counsel for any such Proceeding at Indemnitee’s expense. Notwithstanding anything in this agreement to the contrary, Indemnitee agrees that shall have the right to employ Indemnitee’s own counsel in connection with any such separate counsel retained by Indemnitee will be a member Proceeding, at the expense of any approved list of panel counsel under the Company’s applicable directors’ , if such counsel serves in a review, observer, advice, and officers’ insurance policycounseling capacity and does not otherwise materially control or participate in the defense of such Proceeding; provided, should however, that Indemnitee must choose his or her own counsel from three options provided to the applicable policy provide for a panel of approved counselIndemnitee by the Company.

Assumption of Defense. In the event the Company shall be obligated to advance the Expenses for any Proceeding against Indemnitee, the Company, if deemed appropriate by the Company, shall be entitled to assume the defense of such Proceeding as provided herein. Such defense by the Company may include the representation of two or more parties by one attorney or law firm as permitted under the ethical rules and legal requirements related to joint representations. Following delivery of written notice to Indemnitee of the Company’s election to assume the defense of such Proceeding, the approval by Indemnitee (which approval shall not be unreasonably withheld, conditioned or delayed) of counsel designated by the Company and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees and expenses Expenses of counsel subsequently incurred by Indemnitee with respect to the same Proceeding. If (Ai) the employment of counsel by Indemnitee has been previously authorized by the Company, (Bii) Indemnitee shall have notified the Board in writing that Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, (Ciii) the Company fails to employ counsel to assume the defense of such Proceeding, or (Div) after a Change in Control, the employment of counsel by Indemnitee has been approved by the Independent Counsel, the Expenses related to work conducted by Indemnitee’s counsel shall be subject to indemnification and/or advancement pursuant to the terms of this Agreement. Nothing herein shall prevent Indemnitee from employing counsel for any such Proceeding at Indemnitee’s expense. Indemnitee agrees that any such separate counsel retained by Indemnitee will be a member of any approved list of panel counsel under the Company’s applicable directors’ and officers’ insurance policy, should the applicable policy provide for a panel of approved counsel.

Assumption of Defense. In the event the Company shall be obligated to advance the Expenses for any Proceeding against Indemnitee, the Company, if deemed appropriate by the Company, shall be entitled to assume the defense of such Proceeding as provided herein. Such defense by the Company may include the representation of two or more parties by one attorney or law firm as permitted under the applicable ethical rules and legal requirements related to joint representations. Following delivery of written notice to Indemnitee of the Company’s election to assume the defense of such Proceeding, the approval by Indemnitee (which approval shall not be unreasonably withheld) of counsel designated by the Company and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees and expenses Expenses of other counsel subsequently incurred by Indemnitee with respect to the same Proceeding. If (Ai) the employment of counsel by Indemnitee has been previously authorized by the Company, Company or (B) Indemnitee shall have notified the Board in writing that Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, (Cii) the Company fails to employ counsel to assume the defense of such Proceeding, or (D) after a Change in Control, the employment fees and Expenses of counsel by Indemnitee has been approved by the Independent Counsel, the Expenses related to work conducted by Indemnitee’s counsel shall be subject to indemnification and/or advancement pursuant to the terms of this Agreement. Nothing herein shall prevent Indemnitee from employing counsel for any such Proceeding at Indemnitee’s expense. Indemnitee agrees expense or providing the Company with information indicating that there may be a conflict of interest in the conduct of any such separate counsel retained by defense between (A) the Company and Indemnitee or (B) Indemnitee and any other party or parties being jointly represented, in which case the Company will not be a member entitled, without the written consent of Indemnitee, to assume such defense. In addition, the Company will not be entitled, without the written consent of Indemnitee, to assume the defense of any approved list claim brought by or in the right of panel counsel under the Company’s applicable directors’ and officers’ insurance policy, should the applicable policy provide for a panel of approved counsel.

Assumption of Defense. In the event the Company shall be obligated to advance the Expenses for any Proceeding against Indemnitee, the Company, if deemed appropriate by the Company, shall be entitled to assume the defense of such Proceeding as provided herein. Such defense by the Company may include the representation of two or more parties by one attorney or law firm as permitted under the ethical rules and legal requirements related to joint representations. Following delivery of written notice to Indemnitee of the Company’s election to assume the defense of such Proceeding, the approval by Indemnitee (which approval shall not be unreasonably withheld) of counsel designated by the Company and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees and expenses of counsel subsequently incurred by Indemnitee with respect to the same Proceeding. If (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have notified the Board in writing that Indemnitee has reasonably concluded that there may is likely to be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, defense or (C) the Company fails to employ counsel to assume the defense of such Proceeding, or (D) after a Change in Control, the employment fees and expenses of counsel by Indemnitee has been approved by the Independent Counsel, the Expenses related to work conducted by Indemnitee’s counsel shall be subject to indemnification and/or advancement pursuant to the terms of this Agreement. Nothing herein shall prevent Indemnitee from employing counsel for any such Proceeding at Indemnitee’s expense. Notwithstanding anything in this agreement to the contrary, Indemnitee agrees that shall have the right to employ Indemnitee’s own counsel in connection with any such separate counsel retained by Indemnitee will be a member Proceeding, at the expense of any approved list of panel counsel under the Company’s applicable directors’ , if such counsel serves in a review, observer, advice, and officers’ insurance policycounseling capacity and does not otherwise materially control or participate in the defense of such Proceeding; provided, should however, that Indemnitee must choose his or her own counsel from three options provided to the applicable policy provide for a panel of approved counselIndemnitee by the Company.

Assumption of Defense. In the event the Company shall be obligated to advance the Expenses for any Proceeding against Indemnitee, the Company, if deemed appropriate by the Company, shall be entitled to assume the defense of such Proceeding as provided herein. Such defense by the Company may include the representation of two or more parties by one attorney or law firm as permitted under the ethical rules and legal requirements related to joint representations. Following delivery of written notice to Indemnitee of the Company’s election to assume the defense of such Proceeding, the approval by Indemnitee (which approval shall not be unreasonably withheld) of counsel designated by the Company and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees and expenses of counsel subsequently incurred by Indemnitee with respect to the same Proceeding. If (A) the employment of counsel designated by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have notified the Board in writing that Indemnitee has reasonably concluded that there may is likely to be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company fails to actually employ counsel to assume the defense of such Proceeding, or (D) after a Change in Control, the employment fees and expenses of counsel by Indemnitee has been approved by the Independent Counsel, the Expenses related to work conducted by Indemnitee’s counsel shall be subject to indemnification and/or advancement pursuant to the terms of this Agreement. In addition to all the requirements above, if the Company has D&O Insurance, or other insurance, with a panel counsel requirement that may cover the matter for which indemnity is claimed by Indemnitee, then Indemnitee shall use such panel counsel or other counsel approved by the insurer, unless there is an actual conflict of interest posed by representation by all such counsel, or unless and to the extent Company waives such requirement in writing. The Indemnitee and its counsel shall provide reasonable cooperation with such insurer on request of the Company. Nothing herein shall prevent Indemnitee from employing counsel for any such Proceeding at Indemnitee’s expense. Indemnitee agrees that any such separate counsel retained by Indemnitee will be a member of any approved list of panel counsel under the Company’s applicable directors’ and officers’ insurance policy, should the applicable policy provide for a panel of approved counsel.

Assumption of Defense. In the event the Company shall be obligated to advance the Expenses for any Proceeding against Indemnitee, the Company, if deemed appropriate by the Company, shall be entitled to assume the defense of such Proceeding as provided herein. Such defense by the Company may include the representation of two or more parties by one attorney or law firm as permitted under the ethical rules and legal requirements related to joint representations. Following delivery of written notice to Indemnitee of the Company’s election to assume the defense of such Proceeding, the approval by Indemnitee (which approval shall not be unreasonably withheld) of counsel designated by the Company and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees and expenses of counsel subsequently incurred by Indemnitee with respect to the same Proceeding. If (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have notified the Board in writing that Indemnitee has reasonably concluded that there may is likely to be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company fails to employ counsel to assume the defense of such Proceeding, or (D) after a Change in Control, the employment fees and expenses of counsel by Indemnitee has been approved by the Independent Counsel, the Expenses related to work conducted by Indemnitee’s counsel shall be subject to indemnification and/or advancement pursuant to the terms of this Agreement. Nothing herein shall prevent Indemnitee from employing counsel for any such Proceeding at Indemnitee’s expense. Notwithstanding anything in this Agreement to the contrary, Indemnitee agrees that shall have the right to employ Indemnitee’s own counsel in connection with any such separate counsel retained by Indemnitee will be a member Proceeding, at the expense of any approved list of panel counsel under the Company’s applicable directors’ , if such counsel serves in a review, observer, advice, and officers’ insurance policycounseling capacity and does not otherwise materially control or participate in the defense of such Proceeding; provided, should however, that Indemnitee must choose his or her own counsel from three options provided to the applicable policy provide for a panel of approved counselIndemnitee by the Company.

Assumption of Defense. In the event the Company If any action, suit, proceeding (including any governmental or regulatory investigation), claim or demand (“Action”) shall be obligated brought or asserted against any person indemnified by subsection (1) above in respect of which indemnity may be sought pursuant to advance the Expenses for any Proceeding against Indemniteethis Article 6, the CompanyIndemnified Person shall notify promptly the person against whom such indemnity may be sought (the “Indemnifying Person”) in writing. The omission to notify promptly the Indemnifying Person shall not relieve the Indemnifying Person from any liability which it may have to any Indemnified Person, if deemed appropriate by except to the Companyextent that the delayed notification or absence of notification has significantly impaired the Indemnifying Person’s ability to influence the outcome of the Action or led to an increased loss. Promptly upon receipt of such notice from the Indemnified Person, shall be entitled the Indemnifying Person may retain legal advisers reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and may assume the DB 2014 / Underwriting Agreement defense of such Proceeding as provided hereinAction. Such defense by In any Action for which the Company may include the representation of two or more parties by one attorney or law firm as permitted under the ethical rules and legal requirements related to joint representations. Following delivery of written notice to Indemnitee of the Company’s election to assume Indemnifying Person has assumed the defense of such Proceedingand retained legal advisers, any Indemnified Person shall have the approval by Indemnitee (which approval shall not be unreasonably withheld) of counsel designated by right to retain its own legal advisers, but the Company and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees and expenses of counsel subsequently such legal advisers shall be the liability of such Indemnified Person unless any of the following circumstances occur in which case they shall be the liability of the Indemnifying Person: (i) the Indemnifying Person has failed within a reasonable time to retain legal advisers reasonably satisfactory to the Indemnified Person or (ii) the parties in any such Action include both the Indemnifying Person and the Indemnified Person and representation of both parties by the same legal advisers would be inappropriate due to actual or potential differing interests between them or (iii) the Indemnified Person could raise defenses in the Action which are not available to the Indemnifying Person. The Indemnifying Person shall not, in connection with any Action or related action in the same jurisdiction, be liable (except as mentioned above) for the fees and expenses of more than one separate firm of legal advisers reasonably incurred by Indemnitee (in addition to any local legal advisers) for all Indemnified Persons, and all such fees and expenses shall be reimbursed as they are incurred. No Indemnifying Person shall, without the written consent of the Indemnified Person, effect the settlement or compromise of, or consent to the entry of any judgment with respect to the same Proceeding. If (A) the employment to, any pending or threatened action or claim in respect of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have notified the Board in writing that Indemnitee has reasonably concluded that there which indemnification or contribution may be sought hereunder (whether or not the Indemnified Person is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the Indemnified Person from all liability arising out of such action or claim and (ii) does not include a conflict statement as to or an admission of interest between the Company and Indemnitee in the conduct fault, culpability or a failure to act, by or on behalf of any Indemnified Person. An Indemnified Person shall not settle any Action without the consent of the Indemnifying Person, such defense, (C) the Company fails consent not to employ counsel to assume the defense of such Proceeding, or (D) after a Change in Control, the employment of counsel by Indemnitee has been approved by the Independent Counsel, the Expenses related to work conducted by Indemnitee’s counsel shall be subject to indemnification and/or advancement pursuant to the terms of this Agreement. Nothing herein shall prevent Indemnitee from employing counsel for any such Proceeding at Indemnitee’s expense. Indemnitee agrees that any such separate counsel retained by Indemnitee will be a member of any approved list of panel counsel under the Company’s applicable directors’ and officers’ insurance policy, should the applicable policy provide for a panel of approved counselunreasonably withheld.

Assumption of Defense. In the event the Company shall be obligated to advance the Expenses for any Proceeding against Indemnitee, the Company, if deemed appropriate by the Company, shall be entitled to assume the defense of such Proceeding as provided herein. Such defense by the Company may include the representation of two or more parties by one attorney or law firm as permitted under the ethical rules and legal requirements related to joint representations. Following delivery of written notice to Indemnitee of the Company’s election to assume the defense of such Proceeding, the approval by Indemnitee (which approval shall not be unreasonably withheld) of counsel designated by the Company and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees and expenses of counsel subsequently incurred by Indemnitee with respect to the same Proceeding. If If: (Ai) the employment of counsel by Indemnitee has been previously authorized by the Company, ; (Bii) Indemnitee shall have notified the Board in writing that Indemnitee has reasonably concluded that there may is likely to be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, ; (Ciii) the Company fails to employ counsel to assume the defense of such Proceeding, ; or (Div) after a Change in Control, the employment Company is not financially or legally able to perform its indemnification obligations; then the fees and expenses of counsel by Indemnitee has been approved by the Independent Counsel, the Expenses related to work conducted by Indemnitee’s counsel shall be subject to indemnification and/or advancement pursuant to the terms of this Agreement. Nothing herein shall prevent Indemnitee from employing counsel for any such Proceeding at Indemnitee’s expense. Indemnitee agrees that any such separate counsel retained by Indemnitee will be a member of any approved list of panel counsel under the Company’s applicable directors’ and officers’ insurance policy, should the applicable policy provide for a panel of approved counsel.

Assumption of Defense. In Indemnitor shall have the event right, in its sole and absolute discretion, to elect, upon written notice given to the Company shall be obligated Indemnitee within thirty (30) days after Indemnitor's receipt of the Indemnification Notice, to advance investigate and/or defend such claim, suit, action or proceeding with counsel selected by Indemnitor and reasonably acceptable to Indemnitee and if the Expenses for any Proceeding against Indemnitor-designated counsel is acceptable to Indemnitee, then Indemnitor shall thereafter consult with Indemnitee and keep Indemnitee informed with respect to such claim, suit, action or proceeding. If the CompanyIndemnitor-designated counsel is not reasonably acceptable to Indemnitee, or if deemed appropriate by Indemnitor elects to undertake the Companydefense and thereafter fails to do so, then in either of such cases, Indemnitee shall be entitled to assume designate its own counsel and the costs and expenses of Indemnitee in defending the claim, suit, action or proceeding shall be included in the obligation to be indemnified hereunder. If Indemnitor assumes the defense and the Indemnitor-designated counsel is reasonably acceptable to Indemnitee, then Indemnitee shall have the right (but not the duty) to participate in the defense 39 44 thereof and to employ (at Indemnitee's sole cost and expense) counsel separate from the Indemnitor-designated counsel, but Indemnitor shall nevertheless have control of the defense. If Indemnitor elects not to undertake the investigation or defense of such Proceeding as provided hereinclaim, suit, action or proceeding, Indemnitee shall defend such claim, suit, action or proceeding with counsel selected by Indemnitee and reasonably acceptable to Indemnitor. Such defense by the Company may include the representation of two or more parties by one attorney or law firm as permitted under the ethical rules and legal requirements related If Indemnitor elects to joint representations. Following delivery of written notice to cause Indemnitee of the Company’s election to assume the defense, Indemnitor shall have the right (but not the duty) to participate in the defense of thereof and to employ (at Indemnitor's sole cost and expense) counsel separate from the counsel employed by Indemnitee. Whether or not Indemnitor elects to defend any such Proceedingclaim, the approval by suit, action or proceeding, Indemnitor and Indemnitee (which approval i) shall not be unreasonably withheldcooperate in the defense thereof; (ii) of counsel designated by shall each take commercially reasonable efforts to mitigate the Company and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees damages and expenses of counsel subsequently incurred by Indemnitee with respect to be indemnified hereunder; and (iii) to the same Proceeding. If (A) the employment extent that both of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have notified the Board in writing that Indemnitee has reasonably concluded that there may be a conflict of interest between the Company Indemnitor and Indemnitee in the conduct deem it commercially reasonable, shall enter into any compromise or settlement of any such defenseclaim, (C) suit, action or proceeding which the Company fails to employ counsel to assume party controlling the defense of such Proceeding, or (D) after a Change in Control, the employment of counsel by Indemnitee has been approved by the Independent Counsel, the Expenses related to work conducted by Indemnitee’s counsel shall be subject to indemnification and/or advancement thereof pursuant to the terms of this Agreementforegoing is able to negotiate. Nothing herein Where, pursuant to the foregoing, either Indemnitor or Indemnitee elects to use "additional" counsel at its sole cost and expense, said cost and expense shall prevent Indemnitee from employing counsel for not, in any such Proceeding at Indemnitee’s expense. Indemnitee agrees event, reduce that any such separate counsel retained by Indemnitee will be a member of any approved list of panel counsel under the Company’s applicable directors’ and officers’ insurance policy, should the applicable policy provide for a panel of approved counselparty's Indemnity Obligation Limitation (as defined below) hereunder.

Assumption of Defense. In Promptly after receipt by an indemnitee of notice of any intention or threat to commence an action, suit or proceeding or notice of the event the Company shall be obligated to advance the Expenses for commencement of any Proceeding against Indemniteeaction, suit or proceeding, the Companyindemnitee will, if deemed appropriate by a claim in respect thereof is to be made against the CompanyCorporation, shall promptly notify the Corporation in writing of the same. With respect to any action, suit or proceeding of which the Corporation is so notified, the Corporation shall, subject to the last two sentences of this Section 7.08, be entitled to assume the defense of such Proceeding as provided herein. Such defense by action, suit or proceeding, with counsel reasonably acceptable to the Company may include indemnitee, upon the representation of two or more parties by one attorney or law firm as permitted under delivery to the ethical rules and legal requirements related to joint representations. Following delivery indemnitee of written notice to Indemnitee of the Company’s its election to assume the defense do so. After delivery of such Proceedingnotice, the approval by Indemnitee (which approval shall not be unreasonably withheld) of such counsel designated by the Company indemnitee and the retention of such counsel by the CompanyCorporation, the Company Corporation will not be liable to Indemnitee the indemnitee under this Agreement these Bylaws for any fees and expenses of counsel subsequently incurred fees of separate counsel engaged by Indemnitee the indemnitee with respect to the same Proceeding. If (A) action, suit or proceeding unless the employment of separate counsel by Indemnitee the indemnitee has been previously authorized in writing by the CompanyCorporation, (B) Indemnitee which authorization will not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, if the indemnitee, based on the advice of his or her counsel, shall have notified the Board in writing that Indemnitee has reasonably concluded that there may be a conflict of interest between (with written notice being given to the Company and Indemnitee Corporation setting forth the basis for such conclusion) that, in the conduct of any such defense, there is an actual or potential conflict of interest or position (Cother than such potential conflicts that are objectively immaterial or remote) between the Company fails Corporation and the indemnitee with respect to employ counsel a significant issue, then the Corporation will not be entitled, without the written consent of the indemnitee, to assume such defense. In addition, the Corporation will not be entitled, without the written consent of the indemnitee, to assume the defense of such Proceeding, any claim brought by or (D) after a Change in Control, the employment right of counsel by Indemnitee has been approved by the Independent Counsel, the Expenses related to work conducted by Indemnitee’s counsel shall be subject to indemnification and/or advancement pursuant to the terms of this Agreement. Nothing herein shall prevent Indemnitee from employing counsel for any such Proceeding at Indemnitee’s expense. Indemnitee agrees that any such separate counsel retained by Indemnitee will be a member of any approved list of panel counsel under the Company’s applicable directors’ and officers’ insurance policy, should the applicable policy provide for a panel of approved counselCorporation.

Assumption of Defense. In the event the Company shall be obligated to advance the Expenses for any Proceeding against Indemnitee, the Company, if deemed appropriate by the Company, shall be entitled to assume the defense of such Proceeding as provided herein, unless Indemnitee is a director of the Company, in which case the Company shall not be entitled to assume the defense of such Proceeding as provided herein. Such defense by the Company may include the representation of two or more parties by one attorney or law firm as permitted under the ethical rules and legal requirements related to joint representations. Following delivery of written notice to Indemnitee of the Company’s election to assume the defense of such Proceeding, the approval by Indemnitee (which approval shall not be unreasonably withheld) of counsel designated by the Company and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees and expenses of counsel subsequently incurred by Indemnitee with respect to the same Proceeding. If (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have notified the Board in writing that Indemnitee has reasonably concluded that there may is likely to be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company fails to employ counsel to assume the defense of such Proceeding, or (D) after a Change in Control, the employment fees and expenses of counsel by Indemnitee has been approved by the Independent Counsel, the Expenses related to work conducted by Indemnitee’s counsel shall be subject to indemnification and/or advancement pursuant to the terms of this Agreement. Nothing herein shall prevent Indemnitee from employing counsel for any such Proceeding at Indemnitee’s expense. Indemnitee agrees that any such separate counsel retained by Indemnitee will be a member of any approved list of panel counsel under the Company’s applicable directors’ and officers’ insurance policy, should the applicable policy provide for a panel of approved counsel.

Assumption of Defense. In the event the Company shall be is obligated under this Agreement to advance the or bear any Expenses for any Proceeding against the Indemnitee, the Company, if deemed appropriate by the Company, Company shall be entitled to assume the defense of such Proceeding as provided herein. Such defense Proceeding, with counsel approved by the Company may include Indemnitee, upon delivery to the representation of two or more parties by one attorney or law firm as permitted under the ethical rules and legal requirements related to joint representations. Following delivery Indemnitee of written notice of its election to Indemnitee do so; provided, however, that the Company delivers such written notice within fifteen (15) days following the receipt of notice of any such Proceeding under Section C.1 (“Notice and Cooperation By the Indemnitee”). After delivery of such notice by the Company’s election to assume the defense , approval of such Proceeding, the approval by Indemnitee (which approval shall not be unreasonably withheld) of counsel designated by the Company Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees and expenses of counsel subsequently incurred by the Indemnitee with respect to the same Proceeding. If , unless (Ai) the employment of counsel by the Indemnitee has been previously authorized by the Company, (Bii) the Indemnitee shall have notified reasonably concluded, based on written advice of independent counsel (whose expenses in this regard will be paid by the Board in writing that Indemnitee has reasonably concluded Company), that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense, (Ciii) the Indemnitee shall have reasonably concluded that counsel selected by the Company may not be adequately representing the Indemnitee, (iv) the Company fails ceases or terminates the employment of such counsel with respect to employ counsel to assume the defense of such Proceeding, or (Dv) after the Proceeding involves the Company or any of its subsidiaries or VIEs as a Change co-defendant or a potential co-defendant or (without limitation of paragraph (ii) of this Section C.4 (“Assumption of Defense”)) there is otherwise a reasonable likelihood of conflict between the interests of the Indemnitee and (as applicable) the Company or any of its subsidiaries or VIEs (including having regard to the types and nature of orders or penalties that may respectively be made or imposed on the Indemnitee and (as applicable) the Company or any of its subsidiaries or VIEs), in Control, any of which events the employment fees and expenses of counsel by Indemnitee has been approved by the Independent Counsel, the Expenses related to work conducted by Indemnitee’s counsel shall be subject at the expense of the Company. At all times, the Indemnitee shall have the right to indemnification and/or advancement pursuant to the terms of this Agreement. Nothing herein shall prevent Indemnitee from employing employ counsel for in any such Proceeding at the Indemnitee’s expense. Indemnitee agrees that any such separate counsel retained by Indemnitee will be a member of any approved list of panel counsel under the Company’s applicable directors’ and officers’ insurance policy, should the applicable policy provide for a panel of approved counsel.

Assumption of Defense. In the event the Company shall be obligated to advance pay the Expenses for expenses of the Indemnitee with respect to any Proceeding against Indemniteeproceeding, the Company, if deemed appropriate by the Company, Company shall be entitled to assume the defense of such Proceeding as provided herein. Such defense by proceeding, with counsel of its choosing, upon the Company may include delivery to the representation of two or more parties by one attorney or law firm as permitted under the ethical rules and legal requirements related to joint representations. Following delivery Indemnitee of written notice of its election to Indemnitee do so, which written notice shall be delivered within ten (10) calendar days after receipt of written notice of the Company’s election proceeding pursuant to assume the defense Section 6(a) above. After delivery of such Proceeding, the approval by Indemnitee (which approval shall not be unreasonably withheld) of counsel designated by the Company and the retention of such counsel by the Companynotice, the Company will not be liable to the Indemnitee under this Agreement for any fees and expenses of counsel which are subsequently incurred by the Indemnitee with respect to the same Proceeding. If proceeding; provided, however, that the Indemnitee shall have the right to employ Indemnitee’s counsel in any such proceeding at the Indemnitee’s expense; and provided further, that if (Ai) the employment of counsel by the Indemnitee has been previously authorized by the Company, or (Bii) the Indemnitee shall have notified the Board in writing that Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defensedefense or that the Indemnitee may have separate defenses or counterclaims to assert with respect to any issue which may not be consistent with the position of other defendants in such proceeding, or (Ciii) the Company fails to employ shall not, in fact, have employed counsel to assume the defense of such Proceedingproceeding in a timely manner, or (D) after a Change then, in Controlany such case, the employment fees and expenses of counsel by Indemnitee has been approved by the Independent Counsel, the Expenses related to work conducted by Indemnitee’s counsel shall be subject at the expense of the Company. In addition, if the Company fails to indemnification and/or advancement comply with any of its obligations under this Agreement or in the event that the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any action, suit or proceeding to deny or to recover from the Indemnitee the benefits intended to be provided to the Indemnitee hereunder, the Indemnitee shall have the right to retain counsel of Indemnitee’s choice, at the expense of the Company, to represent the Indemnitee in connection with any such matter. The Company shall not, without the prior written consent of Indemnitee, consent to the entry of any judgment against the Indemnitee or enter into any settlement or compromise which (i) includes an admission of fault of the Indemnitee or (ii) does not include, as an unconditional term thereof, the full release of the Indemnitee from all liability in respect of such Proceeding, which release shall be in form and substance reasonably satisfactory to the Indemnitee. This Section 6(c) shall not apply to a Proceeding brought by the Indemnitee under Section 7 below or pursuant to the terms of this Agreement. Nothing herein shall prevent Indemnitee from employing counsel for any such Proceeding at Indemnitee’s expense. Indemnitee agrees that any such separate counsel retained by Indemnitee will be a member of any approved list of panel counsel under the Company’s applicable directors’ and officers’ insurance policy, should the applicable policy provide for a panel of approved counselSection 8(a) below.

Assumption of Defense. In the event If the Company shall be obligated to advance pay Expenses arising in connection with any Claim against the Expenses for any Proceeding against Indemnitee, the Company, if deemed appropriate by the Company, Company shall be entitled to assume the defense of such Proceeding as provided herein. Such defense Claim, with counsel approved by the Company may include the representation of two or more parties by one attorney or law firm as permitted under the ethical rules and legal requirements related to joint representations. Following delivery of written notice to Indemnitee of the Company’s election to assume the defense of such Proceeding, the approval by Indemnitee (which whose approval shall not be unreasonably withheld) ), upon the delivery to the Indemnitee of notice of its election to do so. After delivery of such notice, approval of such counsel designated by the Company Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees and expenses of counsel subsequently incurred by the Indemnitee with respect to the same Proceeding. If Claim; provided that (i) the Indemnitee shall have the right to employ the Indemnitee’s own counsel in connection with any Claim at the Indemnitee’s expense; (ii) if (A) the employment of counsel by the Indemnitee has shall have been previously authorized by the Company, (B) the Indemnitee shall have notified the Board in writing that Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense, or (C) the Company fails to employ shall not, in fact, have employed counsel to assume the defense of such ProceedingClaim, or (D) after a Change in Control, each such case the employment fees and expenses of counsel by Indemnitee has been approved by the Independent Counsel, the Expenses related to work conducted by Indemnitee’s counsel shall be subject paid by the Company, it being agreed and understood that the Company shall only be required to indemnification and/or advancement pursuant to pay the terms fees and expenses of this Agreement. Nothing herein one separate counsel (including local counsel); and (iii) the Company shall prevent not settle any Claim in any manner which would impose any penalty, limitation or unindemnified Expense on the Indemnitee from employing counsel for any such Proceeding at without the Indemnitee’s expense. Indemnitee agrees that any such separate counsel retained by Indemnitee will be a member of any approved list of panel counsel under the Company’s applicable directors’ and officers’ insurance policy, should the applicable policy provide for a panel of approved counselconsent.