Common use of Participation by the Company Clause in Contracts

Participation by the Company. With respect to any such claim, action, suit, proceeding or investigation as to which an Indemnitee notifies the Company of the commencement thereof: (a) the Company will be entitled to participate therein at its own expense; (b) except as otherwise provided below, to the extent that it may wish, the Company (jointly with any other indemnifying party similarly notified) will be entitled to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee. After receipt of notice from the Company to the Indemnitee of the Company’s election so to assume the defense thereof, the Company will not be liable to the Indemnitee under this Article 14 for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. The Indemnitee shall have the right to employ his own counsel in such action, suit, proceeding or investigation but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Company, (ii) the Indemnitee shall have reasonably concluded that there is a conflict of interest between the Company and the Indemnitee in the conduct of the defense of such action or (iii) the Company shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of counsel employed by the Indemnitee shall be subject to indemnification pursuant to the terms of this Article 14. The Company shall not be entitled to assume the defense of any action, suit, proceeding or investigation brought in the name of or on behalf of the Company or as to which the Indemnitee shall have made the conclusion provided for in (ii) above; and (c) the Company shall not be liable to indemnify an Indemnitee under this Article 14 for any amounts paid in settlement of any action or claim effected without its written consent, which consent shall not be unreasonably withheld. The Company shall not settle any action or claim in any manner that would impose any limitation or unindemnified penalty on an Indemnitee without that Indemnitee’s written consent, which consent shall not be unreasonably withheld.

Participation by the Company. With respect to any such claim, action, suit, proceeding or investigation as to which an Indemnitee notifies the Company of the commencement thereofProceeding: (a) the Company will be entitled to participate therein at its own expense; (b) except as otherwise provided below, to the extent that it may wish, the Company (jointly with any other indemnifying party similarly notified) will be entitled to assume the defense thereof, with counsel reasonably satisfactory to Indemnitee; and (c) the IndemniteeCompany shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent, which consent shall not be unreasonably withheld. After receipt of notice from the Company to the Indemnitee of the Company’s election so to assume the defense thereof, the Company will not be liable to the Indemnitee under this Article 14 Agreement for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. The Indemnitee shall have the right to employ his own counsel in such action, suit, proceeding or investigation but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Company, (ii) the or Indemnitee shall have reasonably concluded that there is a conflict of interest between the Company and the Indemnitee in the conduct of the defense of such action action, or (iii) the Company shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of counsel employed by the Indemnitee shall be subject to indemnification pursuant to the terms of this Article 14Agreement. The Company shall not be entitled to assume the defense of any action, suit, proceeding or investigation Proceeding brought in the name of or on behalf of the Company or as to which the Indemnitee shall have made the conclusion provided for in (ii) above; and (c) reasonably concluded that there is a conflict of interest between the Company shall not be liable to indemnify an and Indemnitee under this Article 14 for any amounts paid in settlement the conduct of any action or claim effected without its written consent, which consent shall not be unreasonably withheldthe defense of such action. The Company shall not settle any action or claim in any manner that which would impose any limitation or unindemnified un-indemnified penalty on an Indemnitee without that Indemnitee’s written consent, which consent shall not be unreasonably withheld.

Participation by the Company. Section 7.1. Participation by the Company. With respect to any such claim, action, suit, proceeding or investigation Proceeding as to which an Indemnitee notifies the Company of the commencement thereof: (a) , the Company will be entitled to participate therein at its own expense; (b) expense and, except as otherwise provided below, to the extent that it may wish, the Company (jointly with any other indemnifying party similarly notified) will be entitled to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee. After receipt of notice from the Company to the Indemnitee of the Company’s 's election so to assume the defense thereof, the Company will not be liable to the Indemnitee under this Article 14 Agreement for any legal or other expenses Expenses subsequently incurred by the Indemnitee in connection with the defense thereof other than reasonable costs of investigation investigation, Expenses incurred in being or preparing to be a witness or in assisting, at the request of the Company, with the defense, and as otherwise provided below. The At the request of the Company, Indemnitee agrees to use his reasonable efforts to assist in such defense. Indemnitee shall have the right to employ his own counsel in such action, suit, proceeding or investigation Proceeding but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Company, (ii) the Indemnitee shall have reasonably concluded that there is a conflict of interest between the Company and the Indemnitee in the conduct of the defense of such action or (iii) the Company shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of counsel employed by the Indemnitee shall be subject to indemnification pursuant to the terms of this Article 14Agreement. The Company shall not be entitled to assume the defense of any action, suit, proceeding or investigation Proceeding brought in the name of or on behalf of the Company or as to which the Indemnitee shall have made the conclusion provided for in (ii) above; and (c) the Company shall not be liable to indemnify an Indemnitee under this Article 14 for any amounts paid in settlement of any action or claim effected without its written consent, which consent shall not be unreasonably withheld. The Company shall not settle any action or claim in any manner that would impose any limitation or unindemnified penalty on an Indemnitee without that Indemnitee’s written consent, which consent shall not be unreasonably withheld.

Participation by the Company. With respect to any such claim, action, suit, proceeding or investigation Proceeding as to which an the Indemnitee notifies the Company of the commencement thereof: , (a) the Company will be entitled to participate therein at its own expense; expense and (b) except as otherwise provided below, to the extent that it may wish, the Company (jointly with any other indemnifying party similarly notified) will be entitled to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee. After receipt of notice from the Company to the Indemnitee of the Company’s election so to assume the defense thereof, the Company will not be liable to the Indemnitee under this Article 14 Agreement for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. The Indemnitee shall have the right to employ his own counsel in such actionProceeding, suit, proceeding or investigation but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Company, (ii) the Indemnitee shall have reasonably concluded that there is a conflict of interest between the Company and the Indemnitee in the conduct of the defense of such action or (iii) the Company shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of counsel employed by the Indemnitee shall be subject to indemnification pursuant to the terms of this Article 14. The Agreement; provided that the Company shall not be entitled to assume the defense of any action, suit, proceeding or investigation Proceeding brought in the name of or on behalf of the Company or as to which the Indemnitee shall have made the conclusion provided for in clause (ii) above; and (c) the of this sentence. The Company shall not be liable to indemnify an the Indemnitee under this Article 14 Agreement for any amounts paid in settlement of any action or claim effected without its written consent, which consent shall not be unreasonably withheld. The Company shall not settle any action or claim in any manner that would impose any limitation or unindemnified penalty on an the Indemnitee without that the Indemnitee’s written consent, which consent shall not be unreasonably withheld.