Common use of Assumption of Defense Clause in Contracts

Assumption of Defense. Except as otherwise provided below, to the extent that the Indemnitor may wish, Indemnitor shall be entitled to assume the defense thereof, with counsel selected by Indemnitor. After notice from Indemnitor to Indemnitee of the Indemnitor's election to assume the defense thereof, Indemnitor shall not be liable to Indemnitee under this Agreement for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof except as otherwise provided below. Indemnitee shall have the right to employ Indemnitee's own counsel in matters giving rise to such Claim, but the fees and expenses of such counsel incurred after notice from Indemnitee of its assumption of the defense thereof shall be at the expense of Indemnitee unless (a) the employment of counsel by Indemnitee has been authorized by Indemnitor in writing, (b) Indemnitee's counsel shall have reasonably concluded that there may likely be a conflict of interest between Indemnitor and Indemnitee in the conduct of the defense of matters giving rise to such Claim, or (c) Indemnitor shall not in fact have employed counsel to assume the defense of such Claim, in each of which cases the fees and expenses of counsel shall be at the expense of Indemnitor. Indemnitor shall not be entitled to assume the defense of any Claim brought by or on behalf of Indemnitor; and

Assumption of Defense. Except as otherwise provided belowIn the event the Corporation shall be obligated to pay the Expenses of any Proceeding against the Indemnitee, to the extent that the Indemnitor may wishCorporation, Indemnitor if appropriate, shall be entitled to assume the defense thereofof such Proceeding, with counsel selected by Indemnitorreasonably acceptable to the Indemnitee, upon the delivery to the Indemnitee of written notice of its election to do so. After notice from Indemnitor to delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Indemnitor's election to assume Corporation, the defense thereof, Indemnitor shall Corporation will not be liable to the Indemnitee under this Agreement for any legal or other expenses fees of counsel subsequently incurred by the Indemnitee in connection with respect to the defense thereof except as otherwise same Proceeding, provided below. that (i) the Indemnitee shall have the right to employ his counsel in such Proceeding at the Indemnitee's own counsel in matters giving rise to such Claim, but the fees expense; and expenses of such counsel incurred after notice from Indemnitee of its assumption of the defense thereof shall be at the expense of Indemnitee unless (ii) if (a) the employment of counsel by the Indemnitee has been previously authorized in writing by Indemnitor in writingthe Corporation, (b) Indemnitee's counsel the Corporation shall have reasonably concluded that there may likely be a conflict of interest between Indemnitor the Corporation and the Indemnitee in the conduct of the defense of matters giving rise to any such Claimdefense, or (c) Indemnitor the Corporation shall not not, in fact fact, have employed counsel to assume the defense of such ClaimProceeding, in each of which cases the fees and expenses Expenses of the Indemnitee's counsel shall be at the expense of Indemnitor. Indemnitor shall not be entitled to assume the defense of any Claim brought by or on behalf of Indemnitor; andCorporation.

Assumption of Defense. Except as otherwise provided belowIn the event the Company shall be obligated to pay the Expenses of any Proceeding against Indemnitee, to the extent that the Indemnitor may wishCompany, Indemnitor if appropriate, shall be entitled to assume the defense thereofof such Proceeding, with counsel selected approved by Indemnitor. After notice from Indemnitor Indemnitee (such approval not to be unreasonably withheld), upon the delivery to Indemnitee of written notice of the IndemnitorCompany's election to assume do so. After delivery of such notice, approval of such counsel by Indemnitee and the defense thereofretention of such counsel by the Company, Indemnitor shall the Company will not be liable to Indemnitee under this Agreement for any legal or other expenses fees of counsel subsequently incurred by Indemnitee in connection with respect to the defense thereof except as otherwise same proceeding, provided below. that (a) Indemnitee shall have the right to employ his or her counsel in such Proceeding at Indemnitee's own counsel in matters giving rise to such Claimexpense, but the fees and expenses of such counsel incurred after notice from Indemnitee of its assumption of the defense thereof shall be at the expense of Indemnitee unless (ab) if (i) the employment of counsel by Indemnitee has been previously authorized in writing by Indemnitor in writingthe Company, (bii) Indemnitee's counsel the Company shall have reasonably concluded that there may likely be a conflict of interest between Indemnitor the Company and Indemnitee in the conduct of the any such defense of matters giving rise to such Claim, or (ciii) Indemnitor the Company shall not not, in fact fact, have employed counsel to assume the defense of such ClaimProceeding, in each of which cases then the fees and expenses of Indemnitee's counsel shall be at the expense of Indemnitorthe Company. Indemnitor The Company shall not be entitled 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 assume the defense of any Claim brought by or on behalf of Indemnitor; andproposed settlement.

Assumption of Defense. Except as otherwise provided belowIn the event the Company shall be obligated to pay the expenses of any proceeding against or involving the Indemnitee, to the extent that the Indemnitor may wishCompany, Indemnitor if appropriate, shall be entitled to assume the defense thereofof such proceeding, with counsel selected by Indemnitorreasonably acceptable to the Indemnitee, upon the delivery to the Indemnitee of written notice of its election to do so. After notice from Indemnitor to Indemnitee delivery of such notice, approval of such counsel by the Indemnitor's election to assume Indemnitee, which shall not be unreasonably withheld, and the defense thereofretention of such counsel by the Company, Indemnitor shall the Company will not be liable to the Indemnitee under this Agreement for any legal or other expenses fees of counsel subsequently incurred by the Indemnitee in connection with respect to the defense thereof except as otherwise same proceeding, provided below. that: (i) the Indemnitee shall have the right to employ Indemnitee's own his counsel in matters giving rise to such Claim, but the fees and expenses of such counsel incurred after notice from Indemnitee of its assumption of the defense thereof shall be proceeding at the expense of Indemnitee unless Indemnitee’s expense; and (ii) if (a) the employment of counsel by the Indemnitee has been previously authorized in writing by Indemnitor in writingthe Company, (b) Indemnitee's counsel the Company shall have reasonably concluded that there may likely be a conflict of interest between Indemnitor the Company and the Indemnitee in the conduct of the defense of matters giving rise to such Claimdefense, or (c) Indemnitor the Company shall not not, in fact fact, have employed counsel to assume the defense of such Claimproceeding, in each of which cases the reasonable fees and expenses of the Indemnitee’s counsel shall be at the expense of Indemnitor. Indemnitor shall not be entitled to assume the defense of any Claim brought by or on behalf of Indemnitor; andCompany.

Assumption of Defense. Except as otherwise provided belowIn the event the Corporation shall be obligated to pay the expenses of any proceeding against the Indemnitee, to the extent that the Indemnitor may wishCorporation, Indemnitor if appropriate, shall be entitled to assume the defense thereof, of such proceeding with counsel selected approved by Indemnitor. After notice from Indemnitor Indemnitee which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the Indemnitor's election to assume retention of such counsel by the defense thereofCorporation, Indemnitor shall the Corporation will not be liable to Indemnitee under this Agreement for any legal or other expenses fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, unless (i) the employment of counsel by Indemnitee is authorized by the Corporation, (ii) Indemnitee shall have reasonably concluded, based upon written advice of counsel, that there may be a conflict of interest of such counsel retained by the Corporation between the Corporation and Indemnitee in connection the conduct of such defense, or (iii) the Corporation ceases or terminates the employment of such counsel with respect to the defense thereof except as otherwise provided belowof such proceeding, in any of which events then the fees and expenses of Indemnitee's counsel shall be at the expense of the Corporation. At all times, Indemnitee shall have the right to employ other counsel in any such proceeding at Indemnitee's own counsel expense, and to participate in matters giving rise to such Claim, but the fees and expenses of such counsel incurred after notice from Indemnitee of its assumption of the defense thereof shall be at the expense of Indemnitee unless (a) the employment of counsel by Indemnitee has been authorized by Indemnitor in writing, (b) Indemnitee's counsel shall have reasonably concluded that there may likely be a conflict of interest between Indemnitor and Indemnitee in the conduct of the defense of matters giving rise to the proceeding or claim through such Claim, or (c) Indemnitor shall not in fact have employed counsel to assume the defense of such Claim, in each of which cases the fees and expenses of counsel shall be at the expense of Indemnitor. Indemnitor shall not be entitled to assume the defense of any Claim brought by or on behalf of Indemnitor; andcounsel.

Assumption of Defense. Except as otherwise provided belowIn the event the Company shall be obligated to advance the Expenses for any Proceeding against the Indemnitee, to the extent that Company, if deemed appropriate by the Indemnitor may wishCompany, Indemnitor shall be entitled to assume the defense thereof, with counsel selected by Indemnitorof such Proceeding as provided herein. After Following delivery of written notice from Indemnitor to the Indemnitee of the Indemnitor's Company’s election to assume the defense thereofof such Proceeding, Indemnitor 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 Indemnification Agreement for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof except as otherwise provided below. Indemnitee shall have the right to employ Indemnitee's own counsel in matters giving rise to such Claim, but the fees and expenses of such counsel subsequently incurred after notice from by the Indemnitee of its assumption of with respect to the defense thereof shall be at the expense of Indemnitee unless same Proceeding. If (aA) the employment of counsel by the Indemnitee has been previously authorized by Indemnitor in writingthe Company, (bB) Indemnitee's counsel the Indemnitee shall have notified the Board in writing that the Indemnitee has reasonably concluded that there may likely be a conflict of interest between Indemnitor the Company and the Indemnitee in the conduct of the defense of matters giving rise to any such Claimdefense, or (cC) Indemnitor shall not in fact have employed the Company fails to employ counsel to assume the defense of such ClaimProceeding, in each of which cases the fees and expenses of the Indemnitee’s counsel shall be subject to indemnification and/or advancement pursuant to the terms of this Indemnification Agreement. Nothing herein shall prevent the Indemnitee from employing counsel for any such Proceeding at the expense of Indemnitor. Indemnitor shall not be entitled to assume the defense of any Claim brought by or on behalf of Indemnitor; andIndemnitee’s expense.

Assumption of Defense. Except as otherwise provided belowIn the event the Company shall be --------------------- obligated to pay the expenses of any proceeding against the Indemnitee, to the extent that the Indemnitor may wishCompany, Indemnitor if appropriate, shall be entitled to assume the defense thereofof such proceeding, with counsel selected by Indemnitorreasonably acceptable to the Indemnitee, upon the delivery to the Indemnitee of written notice of its election to do so. After notice from Indemnitor to delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Indemnitor's election to assume Company, the defense thereof, Indemnitor Company shall not be liable to the Indemnitee under this Agreement for any legal or other expenses fees of counsel subsequently incurred by the Indemnitee in connection with respect to the defense thereof same proceeding except as otherwise for reasonable costs of ongoing investigation, provided below. that (a) the Indemnitee shall have the right to employ his counsel in such proceeding at the Indemnitee's own counsel in matters giving rise to such Claim, but the fees expense; and expenses of such counsel incurred after notice from Indemnitee of its assumption of the defense thereof shall be at the expense of Indemnitee unless (ab) if (i) the employment of counsel by the Indemnitee has been previously authorized in writing by Indemnitor in writingthe Company, (bii) the Indemnitee's counsel shall have delivers a written notice to the Company stating that such counsel has reasonably concluded that there may likely be a conflict of interest between Indemnitor the Company and the Indemnitee in the conduct of any such defense or that the defense of matters giving rise Indemnitee may have defenses available to such Claim, it that are not available to the Company or (ciii) Indemnitor the Company shall not not, in fact fact, have employed counsel to assume the defense of such Claimproceeding within a reasonable time, then in each of which cases any such event the fees and expenses of the Indemnitee's counsel shall be at the expense of Indemnitor. Indemnitor shall not be entitled to assume the defense of any Claim brought by or on behalf of Indemnitor; andCompany.

Assumption of Defense. Except as otherwise provided belowIn the event the Company shall be obligated to pay the expenses of any proceeding against the Indemnitee, to the extent that the Indemnitor may wishCompany, Indemnitor if appropriate, shall be entitled to assume the defense thereofof such proceeding, with counsel selected by Indemnitorreasonably acceptable to the Indemnitee, upon the delivery to the Indemnitee of written notice of its election to do so. After notice from Indemnitor to delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Indemnitor's election to assume Company, the defense thereof, Indemnitor shall Company will not be liable to the Indemnitee under this Agreement for any legal or other expenses fees of counsel subsequently incurred by the Indemnitee in connection with respect to the defense thereof except as otherwise same proceeding, provided below. that (i) the Indemnitee shall have the right to employ his counsel in such proceeding at the Indemnitee's own counsel in matters giving rise to such Claim, but the fees expense; and expenses of such counsel incurred after notice from Indemnitee of its assumption of the defense thereof shall be at the expense of Indemnitee unless (ii) if (a) the employment of counsel by the Indemnitee has been previously authorized in writing by Indemnitor in writingthe Company, (b) Indemnitee's counsel the Company shall have reasonably concluded that there may likely be a conflict of interest between Indemnitor the Company and the Indemnitee in the conduct of the defense of matters giving rise to any such Claimdefense, or (c) Indemnitor the Company shall not not, in fact fact, have employed counsel to assume the defense of such Claimproceeding within a reasonable time, in each of which cases the fees and expenses of the Indemnitee's counsel shall be at the expense of Indemnitor. Indemnitor shall not be entitled to assume the defense of any Claim brought by or on behalf of Indemnitor; andCompany.

Assumption of Defense. Except as otherwise provided below, to (a) In the extent that event the Indemnitor may wish, Indemnitor Corporation shall be entitled obligated to pay the Expenses of any Proceeding against the Indemnitee, the Corporation may assume the defense thereofof such Proceeding, with counsel selected by Indemnitorof the Corporation’s reasonable choice, upon the delivery to the Indemnitee of written notice of the Corporation’s reasonable election to do so. After notice from Indemnitor to Indemnitee the giving of such notice, the Indemnitor's election to assume the defense thereof, Indemnitor shall Corporation will not be liable to the Indemnitee under this Agreement for any legal or other expenses fees of counsel subsequently incurred by the Indemnitee in connection with respect to the defense thereof except as otherwise same Proceeding, provided below. that (i) the Indemnitee shall have the right to employ Indemnitee's own Indemnity’s counsel in matters giving rise to such Claim, but Proceeding at the Indemnitee’s expense; and (ii) the fees and expenses of such counsel incurred after notice from Indemnitee of its assumption Expenses of the defense thereof Indemnitee’s counsel shall be at the expense of Indemnitee unless the Corporation if (aA) the employment of counsel by the Indemnitee has been previously authorized and approved in writing by Indemnitor in writingthe Corporation, (bB) Indemnitee's counsel the Corporation shall have reasonably concluded that there may likely be a conflict of interest between Indemnitor the Corporation and the Indemnitee in the conduct of the defense of matters giving rise to any such Claimdefense, or (cC) Indemnitor the Corporation shall not not, in fact fact, have employed counsel to assume the defense of such Claim, in each of which cases the fees and expenses of counsel shall be at the expense of Indemnitor. Indemnitor shall not be entitled to assume the defense of any Claim brought by or on behalf of Indemnitor; andProceeding.

Assumption of Defense. Except as otherwise provided belowIn the event the Company shall be obligated to pay the expenses of any proceeding against or involving the Indemnitee, to the extent that the Indemnitor may wishCompany, Indemnitor if appropriate, shall be entitled to assume the defense thereofof such proceeding, with counsel selected by Indemnitorreasonably acceptable to the Indemnitee, upon the delivery to the Indemnitee of written notice of its election to do so. After notice from Indemnitor to delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Indemnitor's election to assume Company, the defense thereof, Indemnitor shall Company will not be liable to the Indemnitee under this Agreement for any legal or other expenses fees of counsel subsequently incurred by the Indemnitee in connection with respect to the defense thereof except as otherwise same proceeding, provided below. that: (i) the Indemnitee shall have the right to employ his or her counsel in such proceeding at the Indemnitee's own counsel in matters giving rise to such Claim, but the fees expense; and expenses of such counsel incurred after notice from Indemnitee of its assumption of the defense thereof shall be at the expense of Indemnitee unless (ii) if (a) the employment of counsel by the Indemnitee has been is subsequently authorized in writing by Indemnitor in writingthe Company, (b) Indemnitee's counsel the Company shall have reasonably concluded that there may likely be a conflict of interest between Indemnitor the Company and the Indemnitee in the conduct of the defense of matters giving rise to such Claimdefense, or (c) Indemnitor the Company shall not not, in fact fact, have employed counsel to assume the defense of such Claimproceeding, in each of which cases the reasonable fees and expenses of the Indemnitee's counsel shall be at the expense of Indemnitor. Indemnitor shall not be entitled to assume the defense of any Claim brought by or on behalf of Indemnitor; andCompany.

Assumption of Defense. Except as otherwise provided belowIf the Company shall be obligated to pay the Expenses of any Proceeding against the Indemnitee, to the extent that the Indemnitor may wishCompany, Indemnitor if appropriate, shall be entitled to assume the defense thereofof such Proceeding, with counsel selected approved by Indemnitorthe Indemnitee, upon the delivery to the Indemnitee of written notice of its election so to do. After notice from Indemnitor to delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Indemnitor's election to assume Company, the defense thereof, Indemnitor shall Company will not be liable to the Indemnitee under this Agreement for any legal or other expenses fees of counsel subsequently incurred by the Indemnitee in connection with respect to the defense thereof except as otherwise same Proceeding, provided below. that: (i) the Indemnitee shall have the right to employ his counsel in any such Proceeding at the Indemnitee's own counsel in matters giving rise to such Claim, but the fees expense; and expenses of such counsel incurred after notice from Indemnitee of its assumption of the defense thereof shall be at the expense of Indemnitee unless (aii) if (A) the employment of counsel by the Indemnitee has been previously authorized by Indemnitor in writingthe Company, (bB) Indemnitee's counsel the Indemnitee shall have reasonably concluded that there may likely be a conflict of interest between Indemnitor the Company and the Indemnitee in the conduct of the any such defense of matters giving rise to such Claim, or (cC) Indemnitor the Company shall not not, in fact fact, have employed counsel to assume the defense of such ClaimProceeding, in each of which cases the fees and expenses of Indemnitee's counsel shall be at the expense of Indemnitor. Indemnitor shall not be entitled to assume the defense of any Claim brought by or on behalf of Indemnitor; andCompany.

Assumption of Defense. Except as otherwise provided belowIn the event the Company shall be obligated to pay the expenses of any proceeding against the Indemnitee, to the extent that the Indemnitor may wishCompany, Indemnitor if appropriate, shall be entitled to assume the defense thereofof such proceeding, with counsel selected by Indemnitorreasonably acceptable to the Indemnitee, upon the delivery to the Indemnitee of written notice of its election to do so. After notice from Indemnitor to delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Indemnitor's election to assume Company, the defense thereof, Indemnitor Company shall not be liable to the Indemnitee under this Agreement for any legal or other expenses fees of counsel subsequently incurred by the Indemnitee in connection with respect to the defense thereof except as otherwise same proceeding, provided below. that (a) the Indemnitee shall have the right to employ Indemnitee's own his counsel in matters giving rise to such Claim, but the fees and expenses of such counsel incurred after notice from Indemnitee of its assumption of the defense thereof shall be proceeding at the expense of Indemnitee unless Indemnitee’s expense; and (ab) if (i) the employment of counsel by the Indemnitee has been previously authorized in writing by Indemnitor in writingthe Company, (bii) the Indemnitee's ’s counsel shall have delivers a written notice to the Company stating that such counsel has reasonably concluded that there may likely be a conflict of interest between Indemnitor the Company and the Indemnitee in the conduct of the any such defense of matters giving rise to such Claim, or (ciii) Indemnitor the Company shall not not, in fact fact, have employed counsel to assume the defense of such Claimproceeding within a reasonable time, then in each of which cases any such event the fees and expenses of the Indemnitee’s counsel shall be at the expense of Indemnitor. Indemnitor shall not be entitled to assume the defense of any Claim brought by or on behalf of Indemnitor; andCompany.

Assumption of Defense. Except as otherwise provided belowIn the event the Corporation shall be --------------------- obligated under this Agreement to pay the Liabilities of Indemnitee, to the extent that the Indemnitor may wish, Indemnitor Corporation shall be entitled to assume the defense thereof, (with counsel selected by Indemnitor. After notice from Indemnitor reasonably acceptable to Indemnitee Indemnitee, approval thereof not to be unreasonably withheld) of the Indemnitor's Proceeding to which the Liabilities relate. The Corporation agrees to promptly notify Indemnitee in writing upon its election to assume such defense. Once the defense thereofCorporation (i) provides Indemnitee with written notice of its election to assume such defense, Indemnitor shall (ii) obtains approval from Indemnitee of its proposed counsel and (iii) retains such counsel, the Corporation will not be liable to Indemnitee under this Agreement for any legal attorney's fees or other expenses Liabilities subsequently incurred by Indemnitee in connection with respect to such Proceeding, unless (x) the defense thereof except as otherwise provided below. Liabilities incurred by Indemnitee were previously authorized by the Corporation or (y) counsel for Indemnitee shall have provided the right to employ Indemnitee's own counsel in matters giving rise to such Claim, but the fees and expenses of such counsel incurred after notice from Indemnitee of its assumption of the defense thereof shall be at the expense of Indemnitee unless (a) the employment Corporation with a written opinion of counsel by Indemnitee has been authorized by Indemnitor in writing, (b) Indemnitee's counsel shall have reasonably concluded stating that there may likely be is a likelihood that a conflict of interest exists between Indemnitor the Corporation and Indemnitee in the conduct of the defense of matters giving rise to any such Claim, or (c) Indemnitor shall not in fact have employed counsel to assume the defense of such Claim, in each of which cases the fees and expenses of counsel shall be at the expense of Indemnitor. Indemnitor shall not be entitled to assume the defense of any Claim brought by or on behalf of Indemnitor; anddefense.

Assumption of Defense. Except as otherwise provided belowIn the event the Company shall be obligated to pay the Expenses of any Proceeding against the Indemnitee, to the extent that the Indemnitor may wishCompany, Indemnitor if appropriate, shall be entitled to assume the defense thereofof such Proceeding, with counsel selected approved by Indemnitorthe Indemnitee, upon the delivery of the Indemnitee of written notice of its election to do so. After notice from Indemnitor to delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Indemnitor's election to assume Company, the defense thereof, Indemnitor shall Company will not be liable to the Indemnitee under this Agreement for any legal or other expenses fees of counsel subsequently incurred by the Indemnitee in connection with respect to the defense thereof except as otherwise same proceeding, provided below. that (a) the Indemnitee shall have the right to employ his or her counsel in such Proceeding at the Indemnitee's own counsel in matters giving rise to such Claim, but the fees expense; and expenses of such counsel incurred after notice from Indemnitee of its assumption of the defense thereof shall be at the expense of Indemnitee unless (ab) if (i) the employment of counsel by the Indemnitee has been previously authorized in writing by Indemnitor in writingthe Company, (bii) Indemnitee's counsel the Company shall have reasonably concluded that there may likely be a conflict of interest between Indemnitor the Company and the Indemnitee in the conduct of the any such defense of matters giving rise to such Claim, or (ciii) Indemnitor the Company shall not not, in fact fact, have employed counsel to assume the defense of such ClaimProceeding, in each of which cases the fees and expenses of the Indemnitee's counsel shall be at the expense of Indemnitorthe Company. Indemnitor The Company shall not be entitled settle any action or claim that would impose any limitation or penalty on the Indemnitee without the Indemnitee's written consent. Neither the Company nor the Indemnitee will unreasonably withhold its or his or her consent to assume the defense of any Claim brought by or on behalf of Indemnitor; andproposed settlement.

Assumption of Defense. Except as otherwise provided belowIn the event the Company shall be obligated to pay the expenses of any proceeding against the Indemnitee, to the extent that the Indemnitor may wishCompany, Indemnitor if appropriate, shall be entitled to assume the defense thereofof such proceeding, with counsel selected by Indemnitorreasonably acceptable to the Indemnitee, upon the delivery to the Indemnitee of written notice of its election to do so. After notice from Indemnitor to delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Indemnitor's election to assume Company, the defense thereof, Indemnitor Company shall not be liable to the Indemnitee under this Agreement for any legal or other expenses fees of counsel subsequently incurred by the Indemnitee in connection with respect to the defense thereof except as otherwise same proceeding, provided below. that (a) the Indemnitee shall have the right to employ his counsel in such proceeding at the Indemnitee's own counsel in matters giving rise to such Claim, but the fees expense; and expenses of such counsel incurred after notice from Indemnitee of its assumption of the defense thereof shall be at the expense of Indemnitee unless (ab) if (i) the employment of counsel by the Indemnitee has been previously authorized in writing by Indemnitor in writingthe Company, (bii) the Indemnitee's counsel shall have delivers a written notice to the Company stating that such counsel has reasonably concluded that there may likely be a conflict of interest between Indemnitor the Company and the Indemnitee in the conduct of the any such defense of matters giving rise to such Claim, or (ciii) Indemnitor the Company shall not not, in fact fact, have employed counsel to assume the defense of such Claimproceeding within a reasonable time, then in each of which cases any such event the fees and expenses of the Indemnitee's counsel shall be at the expense of Indemnitor. Indemnitor shall not be entitled to assume the defense of any Claim brought by or on behalf of Indemnitor; andCompany.

Assumption of Defense. Except as otherwise provided belowIn the event the Company shall be obligated to pay the expenses of any proceeding against or involving the Indemnitee, to the extent that the Indemnitor may wishCompany, Indemnitor if appropriate, shall be entitled to assume the defense thereofof such proceeding, with counsel selected by Indemnitorreasonably acceptable to the Indemnitee, upon the delivery to the Indemnitee of written notice of its election to do so. After notice from Indemnitor to delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Indemnitor's election to assume Company, the defense thereof, Indemnitor shall Company will not be liable to the Indemnitee under this Agreement for any legal or other expenses fees of counsel subsequently incurred by the Indemnitee in connection with respect to the defense thereof except as otherwise same proceeding, provided below. that: (i) the Indemnitee shall have the right to employ Indemnitee's own his or her counsel in matters giving rise to such Claim, but the fees and expenses of such counsel incurred after notice from Indemnitee of its assumption of the defense thereof shall be proceeding at the expense of Indemnitee unless Indemnitee’s expense; and (ii) if (a) the employment of counsel by the Indemnitee has been previously authorized in writing by Indemnitor in writingthe Company, (b) Indemnitee's counsel shall have the Company has reasonably concluded that there may likely be a conflict of interest between Indemnitor the Company and the Indemnitee in the conduct of the defense of matters giving rise to such Claimdefense, or (c) Indemnitor shall not the Company has not, in fact have fact, employed counsel to assume the defense of such Claimproceeding, in each of which cases the reasonable fees and expenses of the Indemnitee’s counsel shall be at the expense of Indemnitor. Indemnitor shall not be entitled to assume the defense of any Claim brought by or on behalf of Indemnitor; andCompany.

Assumption of Defense. Except as otherwise provided belowIn the event the Company shall be obligated to pay the Expenses of any Proceeding against the Indemnitee, to the extent that the Indemnitor may wishCompany, Indemnitor if appropriate, shall be entitled to assume the defense thereofof such Proceeding, with counsel selected by Indemnitorreasonably acceptable to the Indemnitee, upon the delivery to the Indemnitee of written notice of its election to do so. After notice from Indemnitor to delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Indemnitor's election to assume Company, the defense thereof, Indemnitor shall Company will not be liable to the Indemnitee under this Agreement for any legal or other expenses fees of counsel subsequently incurred by the Indemnitee in connection with respect to the defense thereof except as otherwise same Proceeding, provided below. that (i) the Indemnitee shall have the right to employ his counsel in such Proceeding at the Indemnitee's own counsel in matters giving rise to such Claim, but the fees expense; and expenses of such counsel incurred after notice from Indemnitee of its assumption of the defense thereof shall be at the expense of Indemnitee unless (ii) if (a) the employment of counsel by the Indemnitee has been previously authorized in writing by Indemnitor in writingthe Company, (b) Indemnitee's counsel the Company shall have reasonably concluded that there may likely be a conflict of interest between Indemnitor the Company and the Indemnitee in the conduct of the defense of matters giving rise to any such Claimdefense, or (c) Indemnitor the Company shall not not, in fact fact, have employed counsel to assume the defense of such ClaimProceeding, in each of which cases the fees and expenses Expenses of the Indemnitee's counsel shall be at the expense of Indemnitor. Indemnitor shall not be entitled to assume the defense of any Claim brought by or on behalf of Indemnitor; andCompany.

Assumption of Defense. Except as otherwise provided belowIn the event the Company shall be obligated to pay the expenses of any proceeding against or involving the Indemnitee, to the extent that the Indemnitor may wishCompany, Indemnitor if appropriate, shall be entitled to assume the defense thereofof such proceeding, with counsel selected by Indemnitorreasonably acceptable to the Indemnitee, upon the delivery to the Indemnitee of written notice of its election to do so. After notice from Indemnitor to delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Indemnitor's election to assume Company, the defense thereof, Indemnitor shall Company will not be liable to the Indemnitee under this Agreement for any legal or other expenses fees of counsel subsequently incurred by the Indemnitee in connection with respect to the defense thereof except as otherwise same proceeding, provided below. that: (i) the Indemnitee shall have the right to employ Indemnitee's own his or her counsel in matters giving rise to such Claim, but the fees and expenses of such counsel incurred after notice from Indemnitee of its assumption of the defense thereof shall be proceeding at the expense of Indemnitee unless Indemnitee’s expense; and (ii) if (a) the employment of counsel by the Indemnitee has been previously authorized in writing by Indemnitor in writingthe Company, (b) Indemnitee's counsel shall have the Company has reasonably concluded that there may likely be a conflict of interest between Indemnitor the Company and the Indemnitee in the conduct of the defense of matters giving rise to such Claimdefense, or (c) Indemnitor shall not the Company has not, in fact have fact, employed counsel to assume the defense of such Claimproceeding, in each of which cases the reasonable fees and expenses of the Indemnitee’s counsel shall be at the expense of Indemnitorthe Company. Indemnitor shall not be entitled to assume the defense of any Claim brought by or on behalf of Indemnitor; and​

Assumption of Defense. Except as otherwise provided below11 12 In the event the Corporation shall be obligated to pay the Expenses of any Proceeding against the Indemnitee, to the extent that the Indemnitor may wishCorporation, Indemnitor if appropriate, shall be entitled to assume the defense thereofof such Proceeding, with counsel selected by Indemnitorreasonably acceptable to the Indemnitee, upon the delivery to the Indemnitee of written notice of its election to do so. After notice from Indemnitor to delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Indemnitor's election to assume Corporation, the defense thereof, Indemnitor shall Corporation will not be liable to the Indemnitee under this Agreement for any legal or other expenses fees of counsel subsequently incurred by the Indemnitee in connection with respect to the defense thereof except as otherwise same Proceeding, provided below. that (i) the Indemnitee shall have the right to employ his counsel in such Proceeding at the Indemnitee's own counsel in matters giving rise to such Claim, but the fees expense; and expenses of such counsel incurred after notice from Indemnitee of its assumption of the defense thereof shall be at the expense of Indemnitee unless (ii) if (a) the employment of counsel by the Indemnitee has been previously authorized in writing by Indemnitor in writingthe Corporation, (b) Indemnitee's counsel the Corporation shall have reasonably concluded that there may likely be a conflict of interest between Indemnitor the Corporation and the Indemnitee in the conduct of the defense of matters giving rise to any such Claimdefense, or (c) Indemnitor the Corporation shall not not, in fact fact, have employed counsel to assume the defense of such ClaimProceeding, in each of which cases the fees and expenses Expenses of the Indemnitee's counsel shall be at the expense of Indemnitor. Indemnitor shall not be entitled to assume the defense of any Claim brought by or on behalf of Indemnitor; andCorporation.

Assumption of Defense. Except as otherwise provided belowIn the event the Company shall be obligated to pay the expenses of any proceeding against the Indemnitee, to the extent that the Indemnitor may wishCompany, Indemnitor if appropriate, shall be entitled to assume the defense thereofof such proceeding, with counsel selected by Indemnitorreasonably acceptable to the Indemnitee, upon the delivery to the Indemnitee of written notice of its election to do so. After notice from Indemnitor to delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Indemnitor's election to assume Company, the defense thereof, Indemnitor Company shall not be liable to the Indemnitee under this Agreement for any legal or other expenses fees of counsel subsequently incurred by the Indemnitee in connection with respect to the defense thereof except as otherwise same proceeding, provided below. that (a) the Indemnitee shall have the right to employ Indemnitee's own his counsel in matters giving rise to such Claim, but the fees and expenses of such counsel incurred after notice from Indemnitee of its assumption of the defense thereof shall be proceeding at the expense of Indemnitee unless Indemnitee’s expense; and (ab) if (i) the employment of counsel by the Indemnitee has been previously authorized in writing by Indemnitor in writingthe Company, (bii) the Indemnitee's ’s counsel shall have delivers a written notice to the Company stating that such counsel has reasonably concluded that there may likely be a conflict of interest between Indemnitor the Company and the Indemnitee in the conduct of the defense any such defense, (iii) a Change of matters giving rise to such Claim, Control shall have occurred or (civ) Indemnitor the Company shall not not, in fact fact, have employed counsel to assume the defense of such Claimproceeding within a reasonable time, then in each of which cases any such event the fees and expenses of the Indemnitee’s counsel shall be at the expense of Indemnitor. Indemnitor shall not be entitled to assume the defense of any Claim brought by or on behalf of Indemnitor; andCompany.

Assumption of Defense. Except as otherwise provided belowIn the event the Company shall be obligated to pay the expenses of any proceeding against or involving the Indemnitee, to the extent that the Indemnitor may wishCompany, Indemnitor if appropriate, shall be entitled to assume the defense thereofof such proceeding, with counsel selected by Indemnitorreasonably acceptable to the Indemnitee, upon the delivery to the Indemnitee of written notice of its election to do so. After notice from Indemnitor to delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Indemnitor's election to assume Company, the defense thereof, Indemnitor shall Company will not be liable to the Indemnitee under this Agreement for any legal or other expenses fees of counsel subsequently incurred by the Indemnitee in connection with respect to the defense thereof except as otherwise same proceeding, provided below. that (i) the Indemnitee shall have the right to employ Indemnitee's own his or her counsel in matters giving rise to such Claim, but the fees and expenses of such counsel incurred after notice from Indemnitee of its assumption of the defense thereof shall be proceeding at the expense of Indemnitee unless Indemnitee’s expense; and (ii) if (a) the employment of counsel by the Indemnitee has been previously authorized in writing by Indemnitor in writingthe Company, (b) Indemnitee's counsel the Indemnitee shall have reasonably concluded that there may likely be a conflict of interest between Indemnitor the Company and the Indemnitee in the conduct of the defense of matters giving rise to such Claimdefense, or (c) Indemnitor the Company shall not not, in fact fact, have employed counsel to assume the defense of such Claimproceeding, in each of which cases the fees and expenses of the Indemnitee’s counsel shall be at the expense of Indemnitor. Indemnitor shall not be entitled to assume the defense of any Claim brought by or on behalf of Indemnitor; andCompany.

Assumption of Defense. Except as otherwise provided belowIn the event the Company shall be obligated to pay the expenses of any proceeding against or involving the Indemnitee, to the extent that the Indemnitor may wishCompany, Indemnitor if appropriate, shall be entitled to assume the defense thereofof such proceeding, with counsel selected by Indemnitorreasonably acceptable to the Indemnitee, upon the delivery to the Indemnitee of written notice of its election to do so. After notice from Indemnitor to delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Indemnitor's election to assume Company, the defense thereof, Indemnitor shall Company will not be liable to the Indemnitee under this Agreement for any legal or other expenses fees of counsel subsequently incurred by the Indemnitee in connection with respect to the defense thereof except as otherwise same proceeding, provided below. that: (i) the Indemnitee shall have the right to employ his or her counsel in such proceeding at the Indemnitee's own counsel in matters giving rise to such Claim, but the fees expense; and expenses of such counsel incurred after notice from Indemnitee of its assumption of the defense thereof shall be at the expense of Indemnitee unless (ii) if (a) the employment of counsel by the Indemnitee has been previously authorized in writing by Indemnitor in writingthe Company, (b) Indemnitee's counsel the Company shall have reasonably concluded that there may likely be a conflict of interest between Indemnitor the Company and the Indemnitee in the conduct of the defense of matters giving rise to such Claimdefense, or (c) Indemnitor the Company shall not not, in fact fact, have employed counsel to assume the defense of such Claimproceeding, in each of which cases the reasonable fees and expenses of the Indemnitee's counsel shall be at the expense of Indemnitor. Indemnitor shall not be entitled to assume the defense of any Claim brought by or on behalf of Indemnitor; andCompany.

Assumption of Defense. Except as otherwise provided belowIn the event the Company shall be obligated to pay the expenses of any proceeding against or involving the Indemnitee, to the extent that the Indemnitor may wishCompany, Indemnitor if appropriate, shall be entitled to assume the defense thereofof such proceeding, with counsel selected by Indemnitorreasonably acceptable to the Indemnitee, upon the delivery to the Indemnitee of written notice of its election to do so. After notice from Indemnitor to delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Indemnitor's election to assume Company, the defense thereof, Indemnitor shall Company will not be liable to the Indemnitee under this Agreement for any legal or other expenses fees of counsel subsequently incurred by the Indemnitee in connection with respect to the defense thereof except as otherwise same proceeding, provided below. that: (i) the Indemnitee shall have the right to employ Indemnitee's own his or her counsel in matters giving rise to such Claim, but the fees and expenses of such counsel incurred after notice from Indemnitee of its assumption of the defense thereof shall be proceeding at the expense of Indemnitee unless Indemnitee’s expense; and (ii) if (a) the employment of counsel by the Indemnitee has been is subsequently authorized in writing by Indemnitor in writingthe Company, (b) Indemnitee's counsel the Company shall have reasonably concluded that there may likely be a conflict of interest between Indemnitor the Company and the Indemnitee in the conduct of the defense of matters giving rise to such Claimdefense, or (c) Indemnitor the Company shall not not, in fact fact, have employed counsel to assume the defense of such Claimproceeding, in each of which cases the reasonable fees and expenses of the Indemnitee’s counsel shall be at the expense of Indemnitor. Indemnitor shall not be entitled to assume the defense of any Claim brought by or on behalf of Indemnitor; andCompany.

Assumption of Defense. Except as In the event the Company shall be obligated hereunder to pay Expenses of any action, suit or proceeding against or otherwise provided belowinvolving or affecting Indemnitee, to the extent that the Indemnitor may wish, Indemnitor Company shall be entitled to assume the defense thereof, with counsel selected approved by Indemnitor. After notice from Indemnitor Indemnitee (such approval not to be unreasonably withheld or delayed) upon the delivery to Indemnitee of the Indemnitor's written notice of its election to assume do so. After delivery of such notice, approval of such counsel by Indemnitee and the defense thereofretention of such counsel by the Company, Indemnitor shall the Company will not be liable to Indemnitee under this Agreement for any legal fees or other expenses of counsel subsequently incurred by Indemnitee in connection with respect to the defense thereof except as otherwise same matter; provided below. that (i) Indemnitee shall have the right to employ separate counsel in any such proceeding at Indemnitee's own counsel in matters giving rise to such Claim, but the fees expense and expenses of such counsel incurred after notice from Indemnitee of its assumption of the defense thereof shall be at the expense of Indemnitee unless (aii) if (A) the employment of counsel by Indemnitee has been previously authorized by Indemnitor in writingthe Company, (bB) Indemnitee's counsel Indemnitee shall have reasonably concluded concluded, upon the advice of independent legal counsel, that there may likely be a conflict of interest between Indemnitor the Company and Indemnitee in the conduct of the any such defense of matters giving rise to such Claim, or (cC) Indemnitor the Company shall not not, in fact fact, have employed counsel to assume the defense of such Claimproceeding, in each then the Company shall pay the reasonable fees and expenses of which cases Indemnitee's counsel; provided that the Company's obligation shall be limited to the fees and expenses of counsel shall be at the expense of Indemnitor. Indemnitor shall not be entitled to assume the defense of any Claim brought by or on behalf of Indemnitor; andone law firm for Indemnitee.

Assumption of Defense. Except as otherwise provided belowIn the event the Company shall be obligated to advance the Expenses for any Proceeding against Indemnitee, to the extent that Company, if deemed appropriate by the Indemnitor may wishCompany, Indemnitor shall be entitled to assume the defense thereof, with counsel selected by Indemnitorof such Proceeding as provided herein. After Following delivery of written notice from Indemnitor to Indemnitee of the Indemnitor's Company’s election to assume the defense thereofof such Proceeding, Indemnitor 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 legal or other fees and expenses of counsel subsequently incurred by Indemnitee in connection with respect to the defense thereof except as otherwise provided belowsame Proceeding. Indemnitee shall have the right to employ Indemnitee's own counsel in matters giving rise to such Claim, but the fees and expenses of such counsel incurred after notice from Indemnitee of its assumption of the defense thereof shall be at the expense of Indemnitee unless If (aA) the employment of counsel by Indemnitee has been previously authorized by Indemnitor in writingthe Company, (bB) Indemnitee's counsel 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 Indemnitor the Company and Indemnitee in the conduct of the defense of matters giving rise to any such Claimdefense, or (cC) Indemnitor shall not in fact have employed the Company fails to employ counsel to assume the defense of such ClaimProceeding, in each of which cases the fees and expenses of 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 the expense of Indemnitor. Indemnitor shall not be entitled to assume the defense of any Claim brought by or on behalf of Indemnitor; andIndemnitee’s expense.

Assumption of Defense. Except as otherwise provided below, to (a) In the extent that event the Indemnitor may wish, Indemnitor Corporation shall be entitled obligated to pay the Expenses of any Proceeding against the Indemnitee, the Corporation may assume the defense thereofof such Proceeding, with counsel selected by Indemnitorof the Corporation’s reasonable choice, upon the delivery to the Indemnitee of written notice of the Corporation’s reasonable election to do so. After notice from Indemnitor to Indemnitee the giving of such notice, the Indemnitor's election to assume the defense thereof, Indemnitor shall Corporation will not be liable to the Indemnitee under this Agreement for any legal or other expenses fees of counsel subsequently incurred by the Indemnitee in connection with respect to the defense thereof except as otherwise same Proceeding, provided below. that (i) the Indemnitee shall have the right to employ Indemnitee's own counsel in matters giving rise to such Claim, but Proceeding at the Indemnitee’s expense; and (ii) the fees and expenses of such counsel incurred after notice from Indemnitee of its assumption Expenses of the defense thereof Indemnitee’s counsel shall be at the expense of Indemnitee unless the Corporation if (aA) the employment of counsel by the Indemnitee has been previously authorized and approved in writing by Indemnitor in writingthe Corporation, (bB) Indemnitee's counsel the Corporation shall have reasonably concluded that there may likely be a conflict of interest between Indemnitor the Corporation and the Indemnitee in the conduct of the defense of matters giving rise to any such Claimdefense, or (cC) Indemnitor the Corporation shall not not, in fact fact, have employed counsel to assume the defense of such Claim, in each of which cases the fees and expenses of counsel shall be at the expense of Indemnitor. Indemnitor shall not be entitled to assume the defense of any Claim brought by or on behalf of Indemnitor; andProceeding.

Assumption of Defense. Except as otherwise provided belowIn the event the Company shall be obligated to pay the expenses of any proceeding against the Indemnitee, to the extent that the Indemnitor may wishCompany, Indemnitor if appropriate, shall be entitled to assume the defense thereofof such proceeding, with counsel selected by Indemnitorreasonably acceptable to the Indemnitee, upon the delivery to the Indemnitee of written notice of its election to do so. After notice from Indemnitor to delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Indemnitor's election to assume Company, the defense thereof, Indemnitor Company shall not be liable to the Indemnitee under this Agreement for any legal or other expenses fees of counsel subsequently incurred by the Indemnitee in connection with respect to the defense thereof except as otherwise same proceeding, provided below. that (a) the Indemnitee shall have the right to employ his or her counsel in such proceeding at the Indemnitee's own counsel in matters giving rise to such Claim, but the fees expense; and expenses of such counsel incurred after notice from Indemnitee of its assumption of the defense thereof shall be at the expense of Indemnitee unless (ab) if (i) the employment of counsel by the Indemnitee has been previously authorized in writing by Indemnitor in writingthe Company, (bii) the Indemnitee's counsel shall have delivers a written notice to the Company stating that such counsel has reasonably concluded that there may likely be a conflict of interest between Indemnitor the Company and the Indemnitee in the conduct of the any such defense of matters giving rise to such Claim, or (ciii) Indemnitor the Company shall not not, in fact fact, have employed counsel to assume the defense of such Claimproceeding within a reasonable time, then in each of which cases any such event the fees and expenses of the Indemnitee's counsel shall be at the expense of Indemnitorthe Company. Indemnitor shall not be entitled to assume the defense of any Claim brought by or on behalf of Indemnitor; and9.

Assumption of Defense. Except as otherwise provided below, to the extent that the Indemnitor may wish, Indemnitor shall be entitled to assume the defense thereof, with counsel selected by Indemnitor. After notice from Indemnitor to Indemnitee of the Indemnitor's election to assume the defense thereof, . Indemnitor shall not be liable to Indemnitee under this Agreement for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof except as otherwise provided below. Indemnitee shall have the right to employ Indemnitee's own counsel in matters giving rise to such Claim, but the fees and expenses of such counsel incurred after notice from Indemnitee of its assumption of the defense thereof shall be at the expense of Indemnitee unless (a) the employment of counsel by Indemnitee has been authorized by Indemnitor in writing, (b) Indemnitee's counsel shall have reasonably concluded that there may likely be a conflict of interest between Indemnitor and Indemnitee in the conduct of the defense of matters giving rise to such Claim, or (c) Indemnitor shall not in fact have employed counsel to assume the defense of such Claim, in each of which cases the fees and expenses of counsel shall be at the expense of Indemnitor. Indemnitor shall not be entitled to assume the defense of any Claim brought by or on behalf of Indemnitor; and

Assumption of Defense. Except as otherwise provided belowIn the event the Corporation shall be obligated to pay the Expenses of any Proceeding against the Indemnitee, to the extent that the Indemnitor may wishCorporation, Indemnitor if appropriate, shall be entitled to assume the defense thereofof such Proceeding, with counsel selected by Indemnitorreasonably acceptable to the Indemnitee, upon the delivery to the Indemnitee of written notice of its election to do so. After notice from Indemnitor to delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Indemnitor's election to assume Corporation, the defense thereof, Indemnitor shall Corporation will not be liable to the Indemnitee under this Agreement for any legal or other expenses fees of counsel subsequently incurred by the Indemnitee in connection with respect to the defense thereof except as otherwise same Proceeding, provided below. that (i) the Indemnitee shall have the right to employ his counsel in such Proceeding at the Indemnitee's own counsel in matters giving rise to such Claim, but the fees expense; and expenses of such counsel incurred after notice from Indemnitee of its assumption of the defense thereof shall be at the expense of Indemnitee unless (ii) if (a) the employment of counsel by the Indemnitee has been previously authorized in writing by Indemnitor in writingthe Corporation, (b) Indemnitee's counsel the Corporation shall have reasonably concluded that there may likely be a conflict of interest between Indemnitor the Corporation and the Indemnitee in the conduct of the defense of matters giving rise to any such Claimdefense, or (c) Indemnitor the Corporation shall not not, in fact fact, have employed counsel to assume the defense of such ClaimProceeding, in each of which cases then the fees and expenses Expenses of the Indemnitee's counsel shall be at the expense of Indemnitor. Indemnitor shall not be entitled to assume the defense of any Claim brought by or on behalf of Indemnitor; andCorporation.

Assumption of Defense. Except as otherwise provided belowIn the event the Company shall be obligated to indemnify the Indemnitee with respect to any proceeding against Indemnitee, to the extent that the Indemnitor may wishCompany, Indemnitor if appropriate, shall be entitled to assume the defense thereofof such proceeding, with counsel selected approved by Indemnitor. After notice from Indemnitor Indemnitee (which approval shall not be unreasonably withheld), upon the delivery to Indemnitee of the Indemnitor's written notice of its election to assume do so. After delivery of such notice, approval of such counsel by Indemnitee and the defense thereofretention of such counsel by the Company, Indemnitor shall the Company will not be liable to Indemnitee under this Agreement for any legal or other expenses fees of counsel subsequently incurred by Indemnitee in connection through the engagement of separate counsel with respect to the defense thereof except as otherwise provided below. same proceeding; provided, however, that: (a) Indemnitee shall have the right to employ Indemnitee's his own counsel in matters giving rise any such proceeding at Indemnitee's expense; and (b) Indemnitee shall have the right to employ his own counsel in connection with any such Claimproceeding, but the fees and expenses of such counsel incurred after notice from Indemnitee of its assumption of the defense thereof shall be at the expense of Indemnitee unless the Company, if (ai) the employment of such counsel by Indemnitee has been previously authorized by Indemnitor in writingthe Company, (bii) Indemnitee's counsel Indemnitee shall have reasonably concluded that there may likely be a conflict of interest between Indemnitor the Company or any Subsidiary and Indemnitee in the conduct of the any such defense of matters giving rise to such Claim, or (ciii) Indemnitor the Company shall not not, in fact fact, have employed counsel to assume the defense of such Claim, in each of which cases the fees and expenses of counsel shall be at the expense of Indemnitor. Indemnitor shall not be entitled to assume the defense of any Claim brought by or on behalf of Indemnitor; andproceeding.

Assumption of Defense. Except as otherwise provided belowIn the event the Company shall be obligated to advance the Expenses for any Proceeding against the Indemnitee, to the extent that Company, if deemed appropriate by the Indemnitor may wishCompany, Indemnitor shall be entitled to assume the defense thereof, with counsel selected by Indemnitorof such Proceeding as provided herein. After Following delivery of written notice from Indemnitor to the Indemnitee of the Indemnitor's Company’s election to assume the defense thereofof such Proceeding, Indemnitor 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 legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof except as otherwise provided below. Indemnitee shall have the right to employ Indemnitee's own counsel in matters giving rise to such Claim, but the fees and expenses of such counsel subsequently incurred after notice from by the Indemnitee of its assumption of with respect to the defense thereof shall be at the expense of Indemnitee unless same Proceeding. If (aA) the employment of counsel by the Indemnitee has been previously authorized by Indemnitor in writingthe Company, (bB) Indemnitee's counsel the Indemnitee shall have notified the Board in writing that the Indemnitee has reasonably concluded that there may likely be a conflict of interest between Indemnitor the Company and the Indemnitee in the conduct of the defense of matters giving rise to any such Claimdefense, or (cC) Indemnitor shall not in fact have employed the Company fails to employ counsel to assume the defense of such ClaimProceeding, in each of which cases the fees and expenses of the 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 expense of Indemnitor. Indemnitor shall not be entitled to assume the defense of any Claim brought by or on behalf of Indemnitor; andIndemnitee’s expense.

Assumption of Defense. Except as otherwise provided belowIn the event the Corporation shall be obligated to pay the Expenses of any Proceeding against the Indemnitee, to the extent that the Indemnitor may wishCorporation, Indemnitor if appropriate, shall be entitled to assume the defense thereofof such Proceeding, with counsel selected by Indemnitorreasonably acceptable to the Indemnitee, upon the delivery to the Indemnitee of written notice of its election to do so. After notice from Indemnitor to delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Indemnitor's election to assume Corporation, the defense thereof, Indemnitor shall Corporation will not be liable to the Indemnitee under this Agreement for any legal or other expenses fees of counsel subsequently incurred by the Indemnitee in connection with respect to the defense thereof except as otherwise same Proceeding, provided below. that (i) the Indemnitee shall have the right to employ Indemnitee's own his or her counsel in matters giving rise to such Claim, but the fees and expenses of such counsel incurred after notice from Indemnitee of its assumption of the defense thereof shall be Proceeding at the expense of Indemnitee unless Indemnitee’s expense; and (ii) if (a) the employment of counsel by the Indemnitee has been previously authorized in writing by Indemnitor in writingthe Corporation, (b) Indemnitee's counsel the Corporation shall have reasonably concluded that there may likely be a conflict of interest between Indemnitor the Corporation and the Indemnitee in the conduct of the defense of matters giving rise to any such Claimdefense, or (c) Indemnitor the Corporation shall not not, in fact fact, have employed counsel to assume the defense of such ClaimProceeding, in each of which cases the fees and expenses Expenses of the Indemnitee’s counsel shall be at subject to the expense indemnification and advancement of Indemnitor. Indemnitor shall not be entitled to assume the defense Expenses provisions of any Claim brought by or on behalf of Indemnitor; andthis Agreement.

Assumption of Defense. Except as otherwise provided belowIn the event the Company shall be obligated to pay the Expenses of any Proceeding against the Indemnitee, to the extent that the Indemnitor may wishCompany, Indemnitor if appropriate, shall be entitled to assume the defense thereofof such Proceeding, with counsel selected by Indemnitorreasonably acceptable to the Indemnitee, upon the delivery to the Indemnitee of written notice of its election to do so. After notice from Indemnitor to delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Indemnitor's election to assume Company, the defense thereof, Indemnitor shall Company will not be liable to the Indemnitee under this Agreement for any legal or other expenses fees of counsel subsequently incurred by the Indemnitee in connection with respect to the defense thereof except as otherwise same Proceeding, provided below. that (i) the Indemnitee shall have the right to employ Indemnitee's his own counsel in matters giving rise to such Claim, but the fees and expenses of such counsel incurred after notice from Indemnitee of its assumption of the defense thereof shall be Proceeding at the expense of Indemnitee unless Indemnitee’s expense; and (ii) if (a) the employment of counsel by the Indemnitee in such Proceeding has been previously authorized in writing by Indemnitor in writingthe Company, (b) Indemnitee's counsel the Company shall have reasonably concluded that there may likely be a conflict of interest between Indemnitor the Company and the Indemnitee in the conduct of the defense of matters giving rise to any such Claimdefense, or (c) Indemnitor the Company shall not not, in fact fact, have employed counsel to assume the defense of such ClaimProceeding, in each of which cases the fees and expenses Expenses of the Indemnitee’s counsel shall be at the expense of Indemnitor. Indemnitor shall not be entitled to assume the defense of any Claim brought by or on behalf of Indemnitor; andCompany.

Assumption of Defense. Except as otherwise provided belowIn the event the Company shall be obligated to pay the expenses of any proceeding against or involving the Indemnitee, to the extent that the Indemnitor may wishCompany, Indemnitor if appropriate, shall be entitled to assume the defense thereofof such proceeding, with counsel selected by Indemnitorreasonably acceptable to the Indemnitee, upon the delivery to the Indemnitee of written notice of its election to do so. After notice from Indemnitor to Indemnitee delivery of such notice, approval of such counsel by the Indemnitor's election to assume Indemnitee, which shall not be unreasonably withheld, and the defense thereofretention of such counsel by the Company, Indemnitor shall the Company will not be liable to the Indemnitee under this Agreement for any legal or other expenses fees of counsel subsequently incurred by the Indemnitee in connection with respect to the defense thereof except as otherwise same proceeding, provided below. that: (i) the Indemnitee shall have the right to employ his counsel in such proceeding at the Indemnitee's own counsel in matters giving rise to such Claim, but the fees expense; and expenses of such counsel incurred after notice from Indemnitee of its assumption of the defense thereof shall be at the expense of Indemnitee unless (ii) if (a) the employment of counsel by the Indemnitee has been previously authorized in writing by Indemnitor in writingthe Company, (b) Indemnitee's counsel the Company shall have reasonably concluded that there may likely be a conflict of interest between Indemnitor the Company and the Indemnitee in the conduct of the defense of matters giving rise to such Claimdefense, or (c) Indemnitor the Company shall not not, in fact fact, have employed counsel to assume the defense of such Claimproceeding, in each of which cases the reasonable fees and expenses of the Indemnitee's counsel shall be at the expense of Indemnitor. Indemnitor shall not be entitled to assume the defense of any Claim brought by or on behalf of Indemnitor; andCompany.

Assumption of Defense. Except as otherwise provided belowIn the event the Company shall be obligated to pay the expenses of any proceeding against the Indemnitee, to the extent that the Indemnitor may wishCompany, Indemnitor if appropriate, shall be entitled to assume the defense thereofof such proceeding, with counsel selected by Indemnitorreasonably acceptable to the Indemnitee, upon the delivery to the Indemnitee of written notice of its election to do so. After notice from Indemnitor to delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Indemnitor's election to assume Company, the defense thereof, Indemnitor shall Company will not be liable to the Indemnitee under this Agreement for any legal or other expenses fees of counsel subsequently incurred by the Indemnitee in connection with respect to the defense thereof except as otherwise same proceeding, provided below. that (a) the Indemnitee shall have the right to employ his counsel in such proceeding at the Indemnitee's own counsel in matters giving rise to such Claim, but the fees expense and expenses of such counsel incurred after notice from Indemnitee of its assumption of the defense thereof shall be at the expense of Indemnitee unless (ab) if (i) the employment of counsel by the Indemnitee has been previously authorized in writing by Indemnitor in writingthe Company, (bii) Indemnitee's counsel the Company shall have reasonably concluded that there may likely be a conflict of interest between Indemnitor the Company and the Indemnitee in the conduct of the defense of matters giving rise to any such Claimdefense, or (ciii) Indemnitor the Company shall not not, in fact fact, have employed counsel to assume the defense of such Claimproceeding, in each of which cases the fees and expenses of the Indemnitee's counsel shall be at the expense of Indemnitor. Indemnitor shall not be entitled to assume the defense of any Claim brought by or on behalf of Indemnitor; andCompany.

Assumption of Defense. Except as otherwise provided belowIn the event the Company shall be obligated to pay the expenses of any proceeding against the Indemnitee, to the extent that the Indemnitor may wishCompany, Indemnitor if appropriate, shall be entitled to assume the defense thereofof such proceeding, with counsel selected by Indemnitorreasonably acceptable to the Indemnitee, upon the delivery to the Indemnitee of written notice of its election to do so. After notice from Indemnitor to delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Indemnitor's election to assume Company, the defense thereof, Indemnitor shall Company will not be liable to the Indemnitee under this Agreement for any legal or other expenses fees of counsel subsequently incurred by the Indemnitee in connection with respect to the defense thereof except as otherwise same proceeding, provided below. that (a) the Indemnitee shall have the right to employ his counsel in such proceeding at the Indemnitee's own counsel in matters giving rise to such Claim, but the fees expense and expenses of such counsel incurred after notice from Indemnitee of its assumption of the defense thereof shall be at the expense of Indemnitee unless (ab) if (i) the employment of counsel by the Indemnitee has been previously authorized in writing by Indemnitor in writingthe Company, (bii) Indemnitee's counsel the Company shall have reasonably concluded that there may likely be a conflict of interest between Indemnitor the Company and the Indemnitee in the conduct of the any such defense of matters giving rise to such Claim, or (ciii) Indemnitor the Company shall not not; in fact fact, have employed counsel to assume the defense of such Claimproceeding, in each of which cases the fees and expenses of the Indemnitee's counsel shall be at the expense of Indemnitor. Indemnitor shall not be entitled to assume the defense of any Claim brought by or on behalf of Indemnitor; andCompany.

Assumption of Defense. Except as otherwise provided below, to (a) In the extent that event the Indemnitor may wish, Indemnitor Corporation shall be entitled obligated to pay the Expenses of any Proceeding against the Indemnitee, the Corporation may assume the defense thereofof such Proceeding, with counsel selected by Indemnitorof the Corporation's reasonable choice, upon the delivery to the Indemnitee of written notice of the Corporation's reasonable election to do so. After notice from Indemnitor to Indemnitee the giving of such notice, the Indemnitor's election to assume the defense thereof, Indemnitor shall Corporation will not be liable to the Indemnitee under this Agreement for any legal or other expenses fees of counsel subsequently incurred by the Indemnitee in connection with respect to the defense thereof except as otherwise same Proceeding, provided below. that (i) the Indemnitee shall have the right to employ Indemnity's counsel in such Proceeding at the Indemnitee's own counsel in matters giving rise to such Claim, but expense; and (ii) the fees and expenses of such counsel incurred after notice from Indemnitee of its assumption Expenses of the defense thereof Indemnitee's counsel shall be at the expense of Indemnitee unless the Corporation if (aA) the employment of counsel by the Indemnitee has been previously authorized and approved in writing by Indemnitor in writingthe Corporation, (bB) Indemnitee's counsel the Corporation shall have reasonably concluded that there may likely be a conflict of interest between Indemnitor the Corporation and the Indemnitee in the conduct of the defense of matters giving rise to any such Claimdefense, or (cC) Indemnitor the Corporation shall not not, in fact fact, have employed counsel to assume the defense of such Claim, in each of which cases the fees and expenses of counsel shall be at the expense of Indemnitor. Indemnitor shall not be entitled to assume the defense of any Claim brought by or on behalf of Indemnitor; andProceeding.

Assumption of Defense. Except as otherwise provided belowIn the event the Corporation shall be obligated to pay the Expenses of any Proceeding against the Indemnitee, to the extent that the Indemnitor may wishCorporation, Indemnitor if appropriate, shall be entitled to assume the defense thereofof such Proceeding, with counsel selected by Indemnitorreasonably acceptable to the Indemnitee, upon the delivery to the Indemnitee of written notice of its election to do so. After notice from Indemnitor to delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Indemnitor's election to assume Corporation, the defense thereof, Indemnitor shall Corporation will not be liable to the Indemnitee under this Agreement for any legal or other expenses fees of counsel subsequently incurred by the Indemnitee in connection with respect to the defense thereof except as otherwise same Proceeding, provided below. that (i) the Indemnitee shall have the right to employ Indemnitee's own his counsel in matters giving rise to such Claim, but the fees and expenses of such counsel incurred after notice from Indemnitee of its assumption of the defense thereof shall be Proceeding at the expense of Indemnitee unless Indemnitee’s expense; and (ii) if (a) the employment of counsel by the Indemnitee has been previously authorized in writing by Indemnitor in writingthe Corporation, (b) Indemnitee's counsel the Corporation shall have reasonably concluded that there may likely be a conflict of interest between Indemnitor the Corporation and the Indemnitee in the conduct of the defense of matters giving rise to any such Claimdefense, or (c) Indemnitor the Corporation shall not not, in fact fact, have employed counsel to assume the defense of such ClaimProceeding, in each of which cases the fees and expenses Expenses of the Indemnitee’s counsel shall be at the expense of Indemnitor. Indemnitor shall not be entitled to assume the defense of any Claim brought by or on behalf of Indemnitor; andCorporation.

Assumption of Defense. Except as otherwise provided belowIn the event the Company shall be obligated to pay the Expenses of any Proceeding against the Indemnitee, to the extent that the Indemnitor may wishCompany, Indemnitor if appropriate, shall be entitled to assume the defense thereofof such Proceeding, with counsel selected approved by Indemnitorthe Indemnitee, upon the delivery of the Indemnitee of written notice of its election to do so. After notice from Indemnitor to delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Indemnitor's election to assume Company, the defense thereof, Indemnitor shall Company will not be liable to the Indemnitee under this Agreement for any legal or other expenses fees of counsel subsequently incurred by the Indemnitee in connection with respect to the defense thereof except as otherwise same proceeding, provided below. that (i) the Indemnitee shall have the right to employ his counsel in such Proceeding at the Indemnitee's own counsel in matters giving rise to such Claim, but the fees expense; and expenses of such counsel incurred after notice from Indemnitee of its assumption of the defense thereof shall be at the expense of Indemnitee unless (ii) if (a) the employment of counsel by the Indemnitee has been previously authorized in writing by Indemnitor in writingthe Company, (b) Indemnitee's counsel the Company shall have reasonably concluded that there may likely be a conflict of interest between Indemnitor the Company and the Indemnitee in the conduct of the any such defense of matters giving rise to such Claim, or (c) Indemnitor the Company shall not not, in fact fact, have employed counsel to assume the defense of such ClaimProceeding, in each of which cases the fees and expenses of the Indemnitee's counsel shall be at the expense of Indemnitorthe Company. Indemnitor shall not be entitled to assume In the event the Company assumes the defense of any Claim brought by Proceeding, the Company may settle such Proceeding in any manner which would impose any penalty or limitation on behalf of Indemnitor; andthe Indemnitee with the Indemnitee's written consent, which consent shall not be unreasonably withheld.

Assumption of Defense. Except as otherwise provided belowIn the event the Company shall be obligated to pay the expenses of any proceeding against the Indemnitee, to the extent that the Indemnitor may wishCompany, Indemnitor if appropriate, shall be entitled to assume the defense thereofof such proceeding, with counsel selected by Indemnitorreasonably acceptable to the Indemnitee, upon the delivery to the Indemnitee of written notice of its election to do so. After notice from Indemnitor to delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Indemnitor's election to assume Company, the defense thereof, Indemnitor shall Company will not be liable to the Indemnitee under this Agreement for any legal or other expenses fees of counsel subsequently incurred by the Indemnitee in connection with respect to the defense thereof except as otherwise same proceeding, provided below. that (i) the Indemnitee shall have the right to employ his counsel in such proceeding at the Indemnitee's own counsel in matters giving rise to such Claim, but the fees expense; and expenses of such counsel incurred after notice from Indemnitee of its assumption of the defense thereof shall be at the expense of Indemnitee unless (ii) if (a) the employment of counsel by the Indemnitee has been previously authorized in writing by Indemnitor in writingthe Company, (b) Indemnitee's counsel the Indemnitee shall have reasonably concluded that there may likely be a conflict of interest between Indemnitor the Company and the Indemnitee in the conduct of the defense of matters giving rise to any such Claimdefense, or (c) Indemnitor the Company shall not not, in fact fact, have employed counsel to assume the defense of such Claimproceeding, in each of which cases the fees and expenses of the Indemnitee's counsel shall be at the expense of Indemnitor. Indemnitor shall not be entitled to assume the defense of any Claim brought by or on behalf of Indemnitor; andCompany.

Assumption of Defense. Except as otherwise provided below(2) In the event the Company shall be obligated to pay the Expenses of any Proceeding against the Indemnitee, to the extent that the Indemnitor may wishCompany, Indemnitor if appropriate, shall be entitled to assume the defense thereofof such Proceeding, with counsel selected by Indemnitorreasonably acceptable to the Indemnitee, upon the delivery to the Indemnitee of written notice of its election to do so. After notice from Indemnitor to delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Indemnitor's election to assume Company, the defense thereof, Indemnitor shall Company will not be liable to the Indemnitee under this Agreement for any legal or other expenses fees of counsel subsequently incurred by the Indemnitee in connection with respect to the defense thereof except as otherwise same Proceeding, provided below. that (i) the Indemnitee shall have the right to employ Indemnitee's his own counsel in matters giving rise to such Claim, but the fees and expenses of such counsel incurred after notice from Indemnitee of its assumption of the defense thereof shall be Proceeding at the expense of Indemnitee unless Indemnitee's expense; and (ii) if (a) the employment of counsel by the Indemnitee in such Proceeding has been previously authorized in writing by Indemnitor in writingthe Company, (b) Indemnitee's counsel the Company shall have reasonably concluded that there may likely be a conflict of interest between Indemnitor the Company and the Indemnitee in the conduct of the defense of matters giving rise to any such Claimdefense, or (c) Indemnitor the Company shall not not, in fact fact, have employed counsel to assume the defense of such ClaimProceeding, in each of which cases the fees and expenses Expenses of the Indemnitee's counsel shall be at the expense of Indemnitor. Indemnitor shall not be entitled to assume the defense of any Claim brought by or on behalf of Indemnitor; andCompany.]

Assumption of Defense. Except as otherwise provided belowIn the event the Indemnitors shall be obligated to pay the expenses of any proceeding against or involving the Indemnitee, to the extent that the Indemnitor may wishCompany or a Company Subsidiary, Indemnitor if appropriate, shall be entitled to assume the defense thereofof such proceeding, with counsel selected by Indemnitorreasonably acceptable to the Indemnitee, upon the delivery to the Indemnitee of written notice of its election to do so. After notice from Indemnitor to delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Indemnitor's election to assume Company or a Company Subsidiary, the defense thereof, Indemnitor shall Indemnitors will not be liable to the Indemnitee under this Agreement for any legal or other expenses fees of counsel subsequently incurred by the Indemnitee in connection with respect to the defense thereof except as otherwise same proceeding, provided below. that: (i) the Indemnitee shall have the right to employ his or her counsel in such proceeding at the Indemnitee's own counsel in matters giving rise to such Claim, but the fees expense; and expenses of such counsel incurred after notice from Indemnitee of its assumption of the defense thereof shall be at the expense of Indemnitee unless (ii) if (a) the employment of counsel by the Indemnitee has been previously authorized in writing by Indemnitor in writingthe Company or a Company Subsidiary, (b) Indemnitee's counsel the Indemnitors shall have reasonably concluded that there may likely be a conflict of interest between Indemnitor the Indemnitors and the Indemnitee in the conduct of the defense of matters giving rise to such Claimdefense, or (c) Indemnitor the Indemnitors shall not not, in fact fact, have employed counsel to assume the defense of such Claimproceeding, in each of which cases the reasonable fees and expenses of the Indemnitee's counsel shall be at the expense of Indemnitor. Indemnitor shall not be entitled to assume the defense of any Claim brought by or on behalf of Indemnitor; andIndemnitors.