Common use of Selection of Counsel Clause in Contracts

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification for or make any Expense Advances with respect to the Expenses of any Claim, the Company, if appropriate, shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Company's election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently retained by or on behalf of Indemnitee with respect to the same Claim; provided that, (i) Indemnitee shall have the right to employ Indemnitee's separate counsel in any such Claim at Indemnitee's expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee's separate counsel shall be Expenses for which Indemnitee may receive indemnification or Expense Advances hereunder.

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification for or make any Expense Advances with respect to pay the Expenses of any Claimaction, suit, proceeding, inquiry or investigation, the Company, if appropriate, shall be entitled to assume the defense of such Claim action, suit, proceeding, inquiry or investigation with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) Indemnitee, upon the delivery to Indemnitee of written notice of the Company's its election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently retained incurred by or on behalf of Indemnitee with respect to the same Claimaction, suit, proceeding, inquiry or investigation; provided that, (i) Indemnitee shall have the right to employ Indemnitee's separate ’s counsel in any such Claim action, suit, proceeding, inquiry or investigation at Indemnitee's ’s expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claimaction, suit, proceeding, inquiry or investigation, then the fees and expenses of Indemnitee's separate ’s counsel shall be Expenses for which Indemnitee may receive indemnification or Expense Advances hereunderat the expense of the Company.

Selection of Counsel. In the event the Company Indemnitors shall be obligated hereunder to provide indemnification for or make pay any Expense Advances Expenses with respect to the Expenses of any a Claim, the Company, if appropriate, Indemnitors shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee Employee of written notice of the Company's its election to do so. After delivery of such notice, approval of such counsel by Indemnitee notice and the retention of such counsel by the CompanyIndemnitors, the Company Indemnitors will not be liable to Indemnitee Employee under this Agreement for any fees or expenses of separate counsel subsequently retained incurred by or on behalf of Indemnitee Employee with respect to the same Claim; provided that, (i) Indemnitee Employee shall have the right to employ Indemnitee's separate counsel in any such Claim at Indemnitee's expense his expense; and (ii) if (A) the employment of separate counsel by Indemnitee Employee has been previously authorized by the CompanyIndemnitors, (B) Indemnitee counsel for Employee shall have reasonably concluded provided the Indemnitors with written advice that there may be is a conflict of interest between the Company Indemnitors and Indemnitee Employee in the conduct of any such defense, or (C) the Company Indemnitors shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee's separate Employee’s counsel shall be Expenses for which Indemnitee may receive indemnification or Expense Advances hereunderat the expense of the Indemnitors.

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification for or make any Expense Advances with respect to the Expenses of any Claim, the Company, if appropriate, shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Company's election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently retained employed by or on behalf of Indemnitee with respect to the same Claim; provided that, (i) Indemnitee shall have the right to employ Indemnitee's separate counsel in any such Claim at Indemnitee's expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee's separate counsel shall be Expenses for which Indemnitee may receive indemnification or Expense Advances hereunder.

Selection of Counsel. In the event If the Company shall be obligated hereunder to provide indemnification for pay or make any Expense Advances advance Expenses or indemnify Indemnitee with respect to the Expenses of any ClaimLosses, the Company, if appropriate, Company shall be entitled to assume the defense of such Claim any related Claims, with counsel approved selected by Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Company's election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently retained incurred by or on behalf of Indemnitee with respect to the same Claimdefense of such Claims; provided that, : (i) Indemnitee shall have the right to employ Indemnitee's separate counsel in connection with any such Claim at Indemnitee's expense ’s expense; and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) counsel for Indemnitee shall have reasonably concluded provided the Company with written advice that there may be is a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee's separate ’s counsel shall be Expenses for which Indemnitee may receive indemnification or Expense Advances hereunderat the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification for or make any Expense Advances with respect to pay the Expenses of any Claim, the Company, if appropriate, Company shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (Indemnitee, which approval shall not be unreasonably withheld) , upon the delivery to Indemnitee of written notice of the Company's its election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently retained incurred by or on behalf of Indemnitee with respect to the same Claim; provided that, (i) Indemnitee shall have the right to employ Indemnitee's separate Indemnitees' counsel in any such Claim at Indemnitee's Indemnitee expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee's separate Indemnitee counsel shall be Expenses for which at the expense of the Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim against Indemnitee may receive indemnification or Expense Advances hereunderwithout the consent of the Indemnitee.

Selection of Counsel. In the event the Company shall be obligated -------------------- hereunder to provide indemnification for or make any Expense Advances with respect to the Expenses of any Claim, the Company, if appropriate, shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Company's election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently retained by or on behalf of Indemnitee with respect to the same Claim; provided that, (i) Indemnitee shall have the right to employ Indemnitee's separate counsel in any such Claim at Indemnitee's expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee's separate counsel shall be Expenses for which Indemnitee may receive indemnification or Expense Advances hereunder.

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification for or make any Expense Advances with respect to the Expenses of any Claim, the Company, if appropriate, shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Company's ’s election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently retained by or on behalf of Indemnitee with respect to the same Claim; provided that, (i) Indemnitee shall have the right to employ Indemnitee's ’s separate counsel in any such Claim at Indemnitee's ’s expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee's ’s separate counsel shall be Expenses for which Indemnitee may receive indemnification or Expense Advances hereunder.

Selection of Counsel. In the event the Company shall be is obligated hereunder to provide indemnification for or make any Expense Advances with respect to pay the Expenses of any Claim, the Company, if appropriate, Company shall be entitled to participate in the proceeding and assume the control of the defense of such Claim Claim, with counsel reasonably approved by Indemnitee (which such approval shall not be unreasonably withheld) , delayed or conditioned), upon the delivery to Indemnitee of written notice of the Company's its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently retained incurred by or on behalf of Indemnitee with respect to the same Claim; provided that, (i) Indemnitee shall have the right to employ Indemnitee's separate ’s counsel in any such Claim at Indemnitee's expense and ’s sole expense; (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably the right to employ Indemnitee’s own counsel in connection with such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such Claim; and (iii) if the Company and Indemnitee have mutually concluded that there may be is a conflict of interest between the Company and Indemnitee them in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend defense of such Claim, then Indemnitee is entitled to retain its own counsel and the reasonable fees and expenses of Indemnitee's separate ’s counsel reasonably approved by the Company (such approval shall not be unreasonably withheld, delayed or conditioned) shall be Expenses for which Indemnitee may receive indemnification or Expense Advances hereunderat the expense of the Company.

Selection of Counsel. In the event If the Company shall be obligated hereunder to provide indemnification for or make any Expense Advances with respect to pay the Expenses of any Claim, the Company, if appropriate, Company shall be entitled to assume the defense of such Claim Claim, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld) ), upon the delivery to the Indemnitee of written notice of the Company's its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently retained incurred by or on behalf of the Indemnitee with respect to the same Claim; provided that, (i) the Indemnitee shall have the right to employ the Indemnitee's separate ’s counsel in any such Claim at the Indemnitee's ’s expense and (ii) if (A) the employment of separate counsel by the Indemnitee has been previously authorized by the Company, (B) the Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and the Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of the Indemnitee's separate ’s counsel shall be Expenses for which Indemnitee may receive indemnification or Expense Advances hereunderat the expense of the Company.

Selection of Counsel. In the event the Company shall be is obligated hereunder to provide indemnification for or make any Expense Advances with respect to pay the Expenses of any Claim, the Company, if appropriate, Company shall be entitled to participate in the proceeding and assume the control of the defense of such Claim Claim, with counsel reasonably approved by Indemnitee (which such approval shall not be unreasonably withheld) , delayed or conditioned), upon the delivery to Indemnitee of written notice of the Company's its election to do so. After delivery of such notice, approval of such counsel by Indemnitee Ixxxxxxxxx and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently retained incurred by or on behalf of Indemnitee with respect to the same Claim; provided that, (i) Indemnitee shall have the right to employ Indemnitee's separate ’s counsel in any such Claim at Indemnitee's expense and ’s sole expense; (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably the right to employ Indemnitee’s own counsel in connection with such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such Claim; and (iii) if the Company and Indemnitee have mutually concluded that there may be is a conflict of interest between the Company and Indemnitee them in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend defense of such Claim, then Indemnitee is entitled to retain its own counsel and the reasonable fees and expenses of Indemnitee's separate ’s counsel reasonably approved by the Company (such approval shall not be unreasonably withheld, delayed or conditioned) shall be Expenses for which Indemnitee may receive indemnification or Expense Advances hereunderat the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification for or make any Expense Advances with respect to the Expenses of any Claim, the Company, if appropriate, shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Company's ’s election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently retained employed by or on behalf of Indemnitee with respect to the same Claim; provided that, (i) Indemnitee shall have the right to employ Indemnitee's ’s separate counsel in any such Claim at Indemnitee's ’s expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee's ’s separate counsel shall be Expenses for which Indemnitee may receive indemnification or Expense Advances hereunder.

Selection of Counsel. In the event If the Company shall be obligated hereunder to provide indemnification for or make any Expense Advances with respect to pay the Expenses of any Claim, the Company, if appropriate, Company shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (Indemnitee, which approval shall not be unreasonably withheld) , upon the delivery to Indemnitee of written notice of the Company's its election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently retained incurred by or on behalf Indemnitee in respect of Indemnitee with respect to the same Claim; provided thatprovided, however, that (i) Indemnitee shall have the right to employ Indemnitee's separate ’s counsel in any such Claim at Indemnitee's Indemnitee expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee's separate Indemnitee counsel shall be Expenses for which at the expense of the Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim against Indemnitee may receive indemnification or Expense Advances hereunderwithout the consent of the Indemnitee.

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification for or make any Expense Advances with respect to the Expenses of any Claim, the Company, if appropriate, shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Company's election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently retained employed by or on behalf of Indemnitee with respect to the same Claim; provided thatprovided, however, that (i) Indemnitee shall have the right to employ Indemnitee's separate counsel in any such Claim at Indemnitee's expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee's separate counsel shall be Expenses for which Indemnitee may receive indemnification or Expense Advances hereunder.

Selection of Counsel. In the event the Company shall be obligated -------------------- hereunder to provide indemnification for or make any Expense Advances with respect to the Expenses of any Claim, the Company, if appropriate, shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Company's election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently retained by or on behalf of Indemnitee with respect to the same Claim; provided provided, however, that, (i) Indemnitee shall have the right to employ Indemnitee's separate counsel in any such Claim at Indemnitee's expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee's separate counsel shall be Expenses for which Indemnitee may receive indemnification or Expense Advances hereunder.

Selection of Counsel. In the event the Company shall be -------------------- obligated hereunder to provide indemnification for or make any Expense Advances with respect to the Expenses of any Claim, the Company, if appropriate, shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Company's election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently retained by or on behalf of Indemnitee with respect to the same Claim; provided that, (i) Indemnitee shall have the right to employ Indemnitee's separate counsel in any such Claim at Indemnitee's expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee's separate counsel shall be Expenses for which Indemnitee may receive indemnification or Expense Advances hereunder.

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification for or make any Expense Advances advancement of Expenses with respect to the Expenses of any ClaimProceeding, the Company, if appropriate, shall be entitled to assume the defense of such Claim Proceeding with counsel approved selected by the Company, subject to approval by Indemnitee (which approval shall not be unreasonably withheld) ), upon the delivery to Indemnitee of written notice of the Company's ’s election to do so. After delivery of such notice, approval of such counsel by Indemnitee notice and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently retained by or on behalf of Indemnitee with respect to the same ClaimProceeding; provided that, : (i) Indemnitee shall have the right to employ Indemnitee's ’s separate counsel in any such Claim Proceeding at Indemnitee's expense ’s expense; and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such ClaimProceeding, then the fees and expenses of Indemnitee's ’s separate counsel shall be Expenses for which Indemnitee may receive indemnification or Expense Advances advancement of Expenses hereunder.

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification for or and/or make any Expense Advances advancement of Expenses with respect to the Expenses of any ClaimProceeding, the Company, if appropriate, shall be entitled to assume the defense of such Claim Proceeding with counsel approved selected by the Company, subject to approval by Indemnitee (which approval shall not be unreasonably withheld) ), upon the delivery to Indemnitee of written notice of the Company's ’s election to do so. After delivery of such notice, approval of such counsel by Indemnitee notice and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently retained by or on behalf of Indemnitee with respect to the same ClaimProceeding; provided that, : (i) Indemnitee shall have the right to employ Indemnitee's ’s separate counsel in any such Claim Proceeding at Indemnitee's expense ’s expense; and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such ClaimProceeding, then the fees and expenses of Indemnitee's ’s separate counsel shall be Expenses for which Indemnitee may receive indemnification or Expense Advances advancement of Expenses hereunder.

Selection of Counsel. In the event Event the Company Indemnitors shall be obligated hereunder to provide indemnification for or make Employee with any Expense Advances legal defense with respect to the Expenses of any a Claim, the Company, if appropriate, Indemnitors shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) of the Indemnitors’ choosing, upon the delivery to Indemnitee the Employee of written notice of the Company's their election to do so. After delivery of such notice, approval of such counsel by Indemnitee notice and the retention of such counsel by the CompanyIndemnitors, the Company will Indemnitors shall not be liable to Indemnitee Employee under this Agreement for any fees of counsel (or expenses of separate counsel related costs and expenses) subsequently retained incurred by or on behalf of Indemnitee Employee with respect to the same Claim; provided that, that (i) Indemnitee Employee shall have the right to employ Indemnitee's separate counsel in any such Claim at Indemnitee's expense his sole expense; and (ii) if (A) the employment of separate counsel by Indemnitee Employee has been previously authorized by the CompanyIndemnitors, (B) Indemnitee counsel for Employee shall have reasonably concluded provided the Indemnitors with a written opinion that there may be is a conflict of interest between the Company Indemnitors and Indemnitee Employee in the conduct of any such defense, defense or (C) the Company Indemnitors shall not continue fail to retain (or discontinue the retention of) such counsel to defend such Claim, then the fees and expenses of Indemnitee's separate Employee’s counsel shall be Expenses for which Indemnitee may receive indemnification or Expense Advances hereunderat the expense of the Indemnitors.

Selection of Counsel. In the event the Company shall be obligated hereunder under Section 3(a) hereof to provide indemnification for or make any Expense Advances with respect to pay the Expenses of any ClaimProceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of Indemnitee in such Claim Proceeding, with counsel approved by Indemnitee (Indemnitee, which approval shall not be unreasonably withheld) , upon the delivery to Indemnitee of written notice of the Company's its election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently retained incurred by or on behalf of Indemnitee with respect to the same ClaimProceeding; provided thatprovided, that (i) Indemnitee shall have the right to employ Indemnitee's separate his counsel in any such Claim Proceeding at Indemnitee's expense ’s expense; and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) counsel to Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, defense or (C) the Company shall not continue to retain such not, in fact, have employed counsel to defend assume the defense of such ClaimProceeding, then in each case, the fees and expenses of Indemnitee's separate ’s counsel shall be Expenses for which Indemnitee may receive indemnification or Expense Advances hereunderat the expense of the Company, except as otherwise expressly provided in this Agreement.

Selection of Counsel. In the event Event the Company Indemnitors shall be obligated hereunder to provide indemnification for or make Employee with any Expense Advances legal defense with respect to the Expenses of any a Claim, the Company, if appropriate, Indemnitors shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) of the Indemnitors' choosing, upon the delivery to Indemnitee the Employee of written notice of the Company's their election to do so. After delivery of such notice, approval of such counsel by Indemnitee notice and the retention of such counsel by the CompanyIndemnitors, the Company will Indemnitors shall not be liable to Indemnitee Employee under this Agreement for any fees of counsel (or expenses of separate counsel related costs and expenses) subsequently retained incurred by or on behalf of Indemnitee Employee with respect to the same Claim; provided that, that (i) Indemnitee Employee shall have the right to employ Indemnitee's separate counsel in any such Claim at Indemnitee's expense his sole expense; and (ii) if (A) the employment of separate counsel by Indemnitee Employee has been previously authorized by the CompanyIndemnitors, (B) Indemnitee counsel for Employee shall have reasonably concluded provided the Indemnitors with a written opinion that there may be is a conflict of interest between the Company Indemnitors and Indemnitee Employee in the conduct of any such defense, defense or (C) the Company Indemnitors shall not continue fail to retain (or discontinue the retention of) such counsel to defend such Claim, then the fees and expenses of IndemniteeEmployee's separate counsel shall be Expenses for which Indemnitee may receive indemnification or Expense Advances hereunderat the expense of the Indemnitors.

Selection of Counsel. In the event the Company shall be obligated -------------------- hereunder to provide indemnification for or make any Expense Advances with respect to the Expenses of any Claim, the Company, if appropriate, shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Company's election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently retained employed by or on behalf of Indemnitee with respect to the same Claim; provided that, (i) Indemnitee shall have the right to employ Indemnitee's separate counsel in any such Claim at Indemnitee's expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee's separate counsel shall be Expenses for which Indemnitee may receive indemnification or Expense Advances hereunder.

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification for or make any Expense Advances with respect to pay the Expenses of any Claim, the Company, if appropriate, shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (which such approval shall not to be unreasonably withheldwithheld or delayed) upon the delivery to Indemnitee of written notice of the Company's ’s election to do so. After (i) delivery of such notice, (ii) approval of such counsel by Indemnitee and (iii) the retention of such counsel by the Company, the Company will thereafter not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently retained incurred by or on behalf of Indemnitee with respect to the same Claim; provided thatprovided, that (i1) Indemnitee shall have the right to employ Indemnitee's ’s separate counsel in any such Claim at Indemnitee's ’s expense and (ii2) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee's ’s separate counsel shall be Expenses for which Indemnitee may receive indemnification or Expense Advances hereunderat the expense of the Company.

Selection of Counsel. In the event any Claim made against Indemnitee relating to an Indemnifiable Event for which a request for Expense Advance or for which indemnification for Losses will or could be sought under this Agreement, the Company shall be obligated hereunder to provide indemnification for or make any Expense Advances with respect to the Expenses of any Claim, the Company, if appropriate, shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Company's election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently retained incurred by or on behalf of Indemnitee with respect to the same Claim; provided that, that (i) Indemnitee shall have the right to employ Indemnitee's separate counsel in any such Claim at Indemnitee's expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee's separate counsel shall be Expenses for which Indemnitee may receive indemnification or Expense Advances hereunderat the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification for or make any Expense Advances with respect to the Expenses of any Claim, the Company, if appropriate, shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Company's election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently retained employed by or on behalf of Indemnitee with respect to the same Claim; provided thatPROVIDED, HOWEVER, that (i) Indemnitee shall have the right to employ Indemnitee's separate counsel in any such Claim at Indemnitee's expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee's separate counsel shall be Expenses for which Indemnitee may receive indemnification or Expense Advances hereunder.

Selection of Counsel. In the event the Company shall be is obligated hereunder to provide indemnification for or make any Expense Advances with respect to pay the Expenses of any Claim, the Company, if appropriate, Company shall be entitled to participate in the proceeding and assume the control of the defense of such Claim Claim, with counsel reasonably approved by Indemnitee (which such approval shall not be unreasonably withheld) , delayed or conditioned), upon the delivery to Indemnitee of written notice of the Company's its election to do so. After delivery of such notice, approval of such counsel by Indemnitee Xxxxxxxxxx and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently retained incurred by or on behalf of Indemnitee with respect to the same Claim; provided that, (i) Indemnitee shall have the right to employ Indemnitee's separate ’s counsel in any such Claim at Indemnitee's expense and ’s sole expense; (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably the right to employ Indemnitee’s own counsel in connection with such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such Claim; and (iii) if the Company and Indemnitee have mutually concluded that there may be is a conflict of interest between the Company and Indemnitee them in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend defense of such Claim, then Indemnitee is entitled to retain its own counsel and the reasonable fees and expenses of Indemnitee's separate ’s counsel reasonably approved by the Company (such approval shall not be unreasonably withheld, delayed or conditioned) shall be Expenses for which Indemnitee may receive indemnification or Expense Advances hereunderat the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification for or make any Expense Advances with respect to the Expenses of any Claim, the Company, if appropriate, shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to such Indemnitee of written notice of the Company's ’s election to do so. After delivery of such notice, approval of such counsel by such Indemnitee and the retention of such counsel by the Company, the Company will not be liable to such Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently retained by or on behalf of such Indemnitee with respect to the same Claim; provided provided, however, that, (i) such Indemnitee shall have the right to employ such Indemnitee's ’s separate counsel in any such Claim at such Indemnitee's expense ’s expense, and (ii) if (A) the employment of separate counsel by such Indemnitee has been previously authorized by the Company, (B) such Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and such Indemnitee in the conduct of any such defensedefense and such Indemnitee has received written advice of counsel to such effect, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee's ’s separate counsel shall be Expenses for which Indemnitee may receive indemnification or Expense Advances hereunder.

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification for or make any Expense Advances with respect to the Expenses of any Claim, the Company, if appropriate, shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (which approval shall not be unreasonably withheldwithheld or delayed) upon the delivery to Indemnitee of written notice of the Company's ’s election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently retained employed by or on behalf of Indemnitee with respect to the same Claim; provided that, (i) Indemnitee shall have the right to employ Indemnitee's ’s separate counsel in any such Claim at Indemnitee's ’s expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee's ’s separate counsel shall be Expenses for which Indemnitee may receive indemnification or Expense Advances hereunder.

Selection of Counsel. In the event the Company shall be obligated hereunder under Section 3(a) hereof to provide indemnification for or make any Expense Advances with respect to pay the Expenses of any ClaimProceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of Indemnitee in such Claim Proceeding, with counsel approved by Indemnitee (Indemnitee, which approval shall not be unreasonably withheld) , upon the delivery to Indemnitee of written notice of the Company's its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently retained incurred by or on behalf of Indemnitee with respect to the same ClaimProceeding; provided thatprovided, that (i) Indemnitee shall have the right to employ Indemnitee's separate his counsel in any such Claim Proceeding at Indemnitee's expense ’s expense; and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) counsel to Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, defense or (C) the Company shall not continue to retain such not, in fact, have employed counsel to defend assume the defense of such ClaimProceeding, then in each case, the fees and expenses of Indemnitee's separate ’s counsel shall be Expenses for which Indemnitee may receive indemnification or Expense Advances hereunderat the expense of the Company, except as otherwise expressly provided in this Agreement.

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification for for, or make any Expense Advances with respect to the Expenses of to, any Claim, the Company, if appropriate, shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Company's ’s election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently retained by or on behalf of Indemnitee with respect to the same Claim; provided thatprovided, that (i) Indemnitee shall have the right to employ Indemnitee's separate counsel in for any such Claim at Indemnitee's ’s expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded concluded, and has provided the Company with the written opinion of counsel reasonably acceptable to the Company to the effect, that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, defense or (C) the Company shall not continue to retain such counsel to defend such Claim, then the reasonable fees and expenses of Indemnitee's ’s separate counsel shall be Expenses for which Indemnitee may receive indemnification or and/or Expense Advances hereunder.

Selection of Counsel. In the event any Claim made against Indemnitee relating to an Indemnifiable Event for which a request for Expense Advance or for which indemnification for Losses will or could be sought under this Agreement, the Company shall be obligated hereunder to provide indemnification for or make any Expense Advances with respect to the Expenses of any Claim, the Company, if appropriate, shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (which approval shall not to be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Company's election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently retained incurred by or on behalf of Indemnitee with respect to the same Claim; provided that, (i) Indemnitee shall have the right to employ Indemnitee's separate counsel in any such Claim at Indemnitee's expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee's separate counsel shall be Expenses for which Indemnitee may receive indemnification or Expense Advances hereunderat the expense of the Company.

Selection of Counsel. In the event If the Company shall be obligated hereunder to provide indemnification for pay or make any Expense Advances advance Expenses or indemnify Indemnitee with respect to the Expenses of any ClaimLosses, the Company, if appropriate, Company shall be entitled to assume the defense of such Claim any related Claims, with counsel approved selected by Indemnitee (the Company; provided, however, that following a Change of Control, such counsel shall be subject to the prior written approval of Indemnitee, which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Company's election to do so, conditioned or delayed. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently retained incurred by or on behalf of Indemnitee with respect to the same Claimdefense of such Claims; provided thatprovided, that (i) Indemnitee shall have the right to employ Indemnitee's separate counsel in connection with any such Claim at Indemnitee's expense ’s expense, and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the CompanyCompany with respect to the period after the Company has retained counsel to defend such Claim and such authorization has not been withdrawn, (B) counsel for Indemnitee shall have reasonably concluded provided the Company with a written legal opinion that there may be is, or there is reasonably likely to be, a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee's separate ’s counsel shall be Expenses for which Indemnitee may receive indemnification or Expense Advances hereunderat the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated hereunder under Section 2(a) hereof to provide indemnification for or make any Expense Advances with respect to pay the Expenses expenses of any Claimproceeding against Indemnitee, the Company, if appropriateunless Indemnitee determines that a conflict of interest exists between the Indemnitee and the Company with respect to a particular claim, shall be entitled to assume the defense of such Claim proceeding, with counsel approved by Indemnitee (Indemnitee, which approval shall not be unreasonably withheld) , upon the delivery to Indemnitee of written notice of the Company's its election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently retained incurred by or on behalf of Indemnitee with respect to the same Claimproceeding; provided that, that (i) Indemnitee shall have the right to employ Indemnitee's his own separate counsel in any such Claim proceeding in addition to or in place of any counsel retained by the Company on behalf of Indemnitee at Indemnitee's expense expense, and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such not, in fact, have employed counsel to defend assume the defense of such Claimproceeding, then the fees and expenses of Indemnitee's separate counsel shall be Expenses for which Indemnitee may receive indemnification or Expense Advances hereunderat the expense of the Company.

Selection of Counsel. In the event the The Company shall be obligated hereunder to provide indemnification for or make any Expense Advances with respect to the Expenses of any Claim, the Company, if appropriate, shall be entitled to assume the defense of such Claim the Proceeding at its own expense. Indemnitee agrees to consult with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) upon the delivery Company and to consider in good faith the advisability and appropriateness of joint representation in the event that either the Company or other indemnitees in addition to Indemnitee of written notice of the Company's election to do sorequire representation in connection with any Proceeding. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the The Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently retained employed by or on behalf of Indemnitee with respect to the same ClaimProceeding; provided thatprovided, however, that (i) Indemnitee shall have the right to employ Indemnitee's ’s separate counsel in any such Claim Proceeding at Indemnitee's expense ’s expense, and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such ClaimProceeding, then the fees and expenses of Indemnitee's ’s separate counsel shall will be Expenses expenses for which Indemnitee may receive indemnification or Expense Advances hereunderadvancement of expenses.

Selection of Counsel. In the event the Company Indemnitors shall be obligated hereunder to provide indemnification for or make Executive with any Expense Advances legal defense with respect to the Expenses of any a Claim, the Company, if appropriate, Indemnitors shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) of the Indemnitors’ choosing, upon the delivery to Indemnitee Executive of written notice of the Company's their election to do so. After delivery of such notice, approval of such counsel by Indemnitee notice and the retention of such counsel by the CompanyIndemnitors, the Company will Indemnitors shall not be liable to Indemnitee Executive under this Agreement for any fees of counsel (or expenses of separate counsel related costs and expenses) subsequently retained incurred by or on behalf of Indemnitee Executive with respect to the same Claim; provided that, that (i) Indemnitee Executive shall have the right to employ Indemnitee's separate counsel in any such Claim at Indemnitee's expense his sole expense; and (ii) if (A) the employment of separate counsel by Indemnitee Executive has been previously authorized in writing by the CompanyIndemnitors, (B) Indemnitee counsel for Executive shall have reasonably concluded provided the Indemnitors with a written opinion that there may be is a conflict of interest between the Company Indemnitors and Indemnitee Executive in the conduct of any such defense, defense or (C) the Company Indemnitors shall not continue fail to retain (or discontinue the retention of) such counsel to defend such Claim, then the fees and expenses of Indemnitee's separate Executive’s counsel shall be Expenses for which Indemnitee may receive indemnification or Expense Advances hereunderat the expense of the Indemnitors.

Selection of Counsel. In the event the Company shall be obligated hereunder -------------------- under this Agreement to provide indemnification for pay Liabilities or make any Expense Advances Advance Expenses with respect to any Indemnifiable Claim against the Expenses of any ClaimIndemnitee, the Company, if appropriate, Company shall be entitled to assume the defense of such Claim Indemnifiable Claim, with counsel approved by Indemnitee (the Indemnitee, which approval shall not be unreasonably withheld) , conditioned or delayed, upon the delivery to the Indemnitee of written notice of the Company's election to do so. After delivery the Company's assumption of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Companydefense, the Company will shall not be liable to the Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently retained incurred by or on behalf of the Indemnitee with respect to the same Indemnifiable Claim; provided provided, however, that, : (i) the Indemnitee shall have the right to employ Indemnitee's separate his or her own counsel in any such Indemnifiable Claim at the Indemnitee's expense expense; and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between by reason of the representation in such Indemnifiable Claim of the Indemnitee and the Company and Indemnitee in and/or any other defendants by the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claimsame counsel, then the Indemnitee may retain his or her own counsel with respect to such Indemnifiable Claim and the fees and expenses of Indemnitee's separate such counsel shall be Expenses an amount for which the Indemnitee may receive is entitled to indemnification or Expense Advances hereunderfrom the Company under this Agreement.

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification for or make any Expense Advances with respect to the Expenses of any Claim, the Company, if appropriate, shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Company's ’s election to do so. The Company shall be entitled to select legal counsel for purposes of such defense and shall consult with Indemnitee regarding the selection of counsel. After delivery of such notice, approval of such counsel by Indemnitee notice and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently retained by or on behalf of Indemnitee with respect to the same Claim; provided that, (i) Indemnitee shall have the right to employ Indemnitee's ’s separate counsel in any such Claim at Indemnitee's ’s expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee's ’s separate counsel shall be Expenses for which Indemnitee may receive indemnification or Expense Advances hereunder.

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification for or make any Expense Advances with respect to the Expenses of any Claim, the Company, if appropriate, shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Company's ’s election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently retained by or on behalf of Indemnitee with respect to the same Claim; provided that, (i) Indemnitee shall have the right to employ Indemnitee's ’s separate counsel in any such Claim at Indemnitee's ’s expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee or any other party being represented by counsel selected by the Company in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee's ’s separate counsel shall be Expenses for which Indemnitee may receive indemnification or Expense Advances hereunder.

Selection of Counsel. In the event the Company shall be obligated hereunder under subsection 2(a) of this Agreement to provide indemnification for or make any Expense Advances with respect to pay the Expenses expenses of any Claimproceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Claim proceeding, with counsel approved by Indemnitee (Indemnitee, which approval shall not be unreasonably withheld) , upon the delivery to Indemnitee of written notice of the Company's its election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently retained incurred by or on behalf of Indemnitee with respect to the same Claim; proceeding, provided that, that (i) Indemnitee shall have the right to employ Indemnitee's separate his counsel in any such Claim proceeding at Indemnitee's expense expense; and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, defense or (C) the Company shall not continue to retain such not, in fact, have employed counsel to defend assume the defense of such Claimproceeding, then the reasonable fees and expenses of Indemnitee's separate counsel shall be Expenses for which Indemnitee may receive indemnification or Expense Advances hereunderat the expense of the Company.

Selection of Counsel. In the event the Company shall be If OSI is obligated hereunder under this Agreement to -------------------- provide indemnification for for, or make any Expense Advances with respect to to, the Expenses of any a Claim, the Company, if appropriate, shall be entitled to appropriate OSI may assume the defense of such the Claim with counsel approved by Indemnitee (which approval shall will not be unreasonably withheld) upon on the delivery of notice to Indemnitee of written notice of the Companystating OSI's election to do so. After delivery of such the notice, approval of such counsel by Indemnitee and the retention of such counsel by the CompanyOSI, the Company OSI will not be liable to Indemnitee under this Agreement for any the fees or expenses of separate counsel subsequently thereafter retained by or on behalf of Indemnitee in connection with respect to the same Claim; provided thatprovided, however, that (i1) Indemnitee shall have the right to may employ Indemnitee's separate counsel in any such the Claim at Indemnitee's expense expense, and (ii2) if (A) the Indemnitee's employment of separate counsel by Indemnitee has been previously authorized by the CompanyOSI, (B) Indemnitee shall have has reasonably concluded that there may be a conflict of interest between the Company Indemnitee and Indemnitee OSI in the conduct of any such the defense, or (C) the Company shall OSI does not continue to retain such counsel to defend such the Claim, then the fees and expenses of Indemnitee's separate counsel shall will be Expenses for which Indemnitee may receive indemnification or Expense Advances hereunderunder this Agreement.

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification for or make any Expense Advances with respect to the Expenses of any Claim, the Companycompany, if appropriate, shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Company's election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently retained employed by or on behalf of Indemnitee with respect to the same Claim; provided that, that (i) Indemnitee shall have the right to employ Indemnitee's separate counsel in any such Claim at Indemnitee's expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee's separate counsel shall be Expenses for which Indemnitee may receive indemnification or Expense Advances hereunder.

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification for or make any Expense Advances with respect to pay the Expenses of any Claim, the Company, if appropriate, shall be entitled to assume the defense of such Claim Claim, with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) "Retained Counsel"), upon the delivery to Indemnitee of written notice of the Company's its election so to do sodo. After delivery of such notice, approval of such counsel Retained Counsel by Indemnitee and the retention of such counsel Retained Counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel ("Separate Counsel") subsequently retained incurred by or on behalf of Indemnitee with respect to the same Claim; provided that, (i) Indemnitee shall have the right to employ Indemnitee's separate counsel Separate Counsel in any such Claim at Indemnitee's expense and (ii) if (A) the employment of separate counsel Separate Counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel Retained Counsel to defend such Claim, then the fees and expenses of Indemnitee's separate counsel Separate Counsel shall be Expenses for which Indemnitee may receive indemnification or Expense Advances hereunderat the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification for or make any Expense Advances with respect to the Expenses of any Claim, the Company, if appropriate, shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Company's ’s election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently retained employed by or on behalf of Indemnitee with respect to the same Claim; provided that, (i) Indemnitee shall have the right to employ Indemnitee's ’s separate counsel in any such Claim at Indemnitee's ’s expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee's ’s separate counsel shall be Expenses for which Indemnitee may shall receive indemnification or Expense Advances hereunder.

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification for or make any Expense Advances with respect to the Expenses of any Claim, the Company, if appropriate, shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Company's election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently retained employed by or on behalf of Indemnitee with respect to the same Claim; provided thatprovided, however, that (i) Indemnitee shall have the right to employ Indemnitee's separate counsel in any such Claim at Indemnitee's expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee's separate counsel shall be Expenses for which Indemnitee may receive indemnification or and Expense Advances hereunder.

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification for or make any Expense Advances with respect to the Expenses of any Claim, the Company, if appropriate, shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Company's ’s election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently retained employed by or on behalf of Indemnitee with respect to the same Claim; provided thatprovided, however, that (i) Indemnitee shall have the right to employ Indemnitee's ’s separate counsel in any such Claim at Indemnitee's ’s expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee's ’s separate counsel shall be Expenses for which Indemnitee may receive indemnification or Expense Advances hereunder.

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification for or make any Expense Advances with respect to the Expenses of any Claim, the Company, if appropriate, shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Company's election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently retained by or on behalf of Indemnitee with respect to the same Claim; provided provided, however, that, : (i) Indemnitee shall have the right to employ Indemnitee's separate counsel in any such Claim at Indemnitee's expense expense; and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee's separate counsel shall be Expenses for which Indemnitee may receive indemnification or Expense Advances hereunder.

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification for for, or make any Expense Advances with respect to to, the Expenses of any Claim, the Company, if appropriate, shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (which approval shall not be unreasonably withheld, conditioned or delayed) upon the delivery to Indemnitee of written notice of the Company's ’s election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently retained employed by or on behalf of Indemnitee with respect to the same Claim; provided thatprovided, however, that (i) Indemnitee shall have the right to employ Indemnitee's ’s separate counsel in any such Claim at Indemnitee's ’s expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee's ’s separate counsel shall be Expenses for which Indemnitee may receive indemnification or Expense Advances hereunder.

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification for or make any Expense Advances with respect to the Expenses of any Claim, the Company, if appropriate, shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee Indemnified Person (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee Indemnified Person of written notice of the Company's election to do so. After delivery of such notice, approval of such counsel by Indemnitee Indemnified Person and the retention of such counsel by the Company, the Company will not be liable to Indemnitee Indemnified Person under this Agreement for any fees or expenses of separate counsel subsequently retained by or on behalf of Indemnitee Indemnified Person with respect to the same Claim; provided that, (i) Indemnitee Indemnified Person shall have the right to employ IndemniteeIndemnified Person's separate counsel in any such Claim at IndemniteeIndemnified Person's expense and (ii) if (A) the employment of separate counsel by Indemnitee Indemnified Person has been previously authorized by the Company, (B) Indemnitee Indemnified Person shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee Indemnified Person in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of IndemniteeIndemnified Person's separate counsel shall be Expenses for which Indemnitee Indemnified Person may receive indemnification or Expense Advances hereunder.

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification for or make any Expense Advances advancement of Expenses with respect to the Expenses of any ClaimProceeding, the Company, if appropriate, shall be entitled to assume the defense of such Claim Proceeding with counsel approved selected by the Company, subject to approval by Indemnitee (which approval shall not be unreasonably withheld) ), upon the delivery to Indemnitee of written notice of the Company's election to do so. After delivery of such notice, approval of such counsel by Indemnitee notice and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently retained by or on behalf of Indemnitee with respect to the same ClaimProceeding; provided that, : (i) Indemnitee shall have the right to employ Indemnitee's separate counsel in any such Claim Proceeding at Indemnitee's expense expense; and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such ClaimProceeding, then the fees and expenses of Indemnitee's separate counsel shall be Expenses for which Indemnitee may receive indemnification or Expense Advances advancement of Expenses hereunder.

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification for or make any Expense Advances with respect to the Expenses of any Claim, the Company, if appropriateappropriate and with the consent of the Indemnitee (which consent shall not be unreasonably withheld, conditioned or delayed), shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Company's ’s election to do so. The Company shall be entitled to select legal counsel reasonably acceptable to the Indemnitee for purposes of such defense, and shall consult with Indemnitee regarding the selection of counsel. After delivery of such notice, approval of such counsel by Indemnitee notice and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently retained by or on behalf of Indemnitee with respect to the same Claim; provided that, (i) Indemnitee shall have the right to employ Indemnitee's ’s separate counsel in any such Claim at Indemnitee's ’s expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee's ’s separate counsel shall be Expenses for which Indemnitee may receive indemnification or Expense Advances hereunder.

Selection of Counsel. In the event the Company shall be obligated hereunder under Section 4.01 of this Agreement to provide indemnification for or make any Expense Advances with respect to pay the Expenses of any ClaimProceeding (in whole or in part) against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Claim Proceeding, with counsel approved by Indemnitee (Indemnitee, which approval shall not be unreasonably withheld) , upon the delivery to Indemnitee of written notice of the Company's its election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently retained paid or incurred by or on behalf of Indemnitee with respect to the same Claim; Proceeding, provided that, that (ia) Indemnitee shall have the right to employ Indemnitee's separate his or her counsel in any such Claim Proceeding at Indemnitee's expense ’s expense; and (iib) if (A1) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B2) (i) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company (or any other person or persons included in a joint defense) and Indemnitee in the conduct of any such defensedefense or (ii) representation by such counsel retained by the Company would be precluded under the applicable standards of professional conduct, or (C3) the Company shall not continue to retain such not, in fact, have employed counsel to defend assume the defense of such ClaimProceeding, then the fees and expenses of Indemnitee's separate ’s counsel shall be Expenses for at the expense of the Company. The Company shall not be entitled to assume the defense of any Proceeding (in whole or in part) brought by or on behalf of the Company or as to which Indemnitee may receive indemnification or Expense Advances hereundershall have reasonably made the conclusion provided for in (2) above.

Selection of Counsel. In the event a majority of the Company directors of the Bank shall be obligated hereunder determine under Subsection 2(a) hereof to provide indemnification for or make any Expense Advances with respect to pay the Expenses expenses of any Claimproceeding against the Indemnitee, the CompanyBank, if appropriate, shall be entitled to assume the defense of such Claim proceeding, with counsel approved by Indemnitee (the Indemnitee, which approval shall not counsel may be unreasonably withheld) counsel for the Bank, upon the delivery to the Indemnitee of written notice of the Company's its election so to do sodo. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the CompanyBank, the Company Bank will not be liable to the Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently retained incurred by or on behalf of the Indemnitee with respect to the same Claim; proceeding, provided that, that (i) the Indemnitee shall have the right to employ Indemnitee's separate his counsel in any such Claim proceeding, at the Indemnitee's expense sole expense; and (ii) if (A) the employment of separate counsel by the Indemnitee has been previously authorized by the CompanyBank, (B) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company Bank and the Indemnitee in the conduct of any such defense, defense or (C) the Company Bank shall not continue to retain such not, in fact, have employed counsel to defend assume the defense of such Claimproceeding, then the fees and expenses of Indemnitee's separate counsel shall be Expenses for which Indemnitee may receive indemnification or Expense Advances hereunderat the expense of the Bank.

Selection of Counsel. In the event any Claim made against Indemnitee relating to an Indemnifiable Event for which a request for Expense Advance or for which indemnification for Losses will or could be sought under this Agreement, the Company shall be obligated hereunder to provide indemnification for or make any Expense Advances with respect to the Expenses of any Claim, the Company, if appropriate, shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Company's ’s election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently retained incurred by or on behalf of Indemnitee with respect to the same Claim; provided that, that (i) Indemnitee shall have the right to employ Indemnitee's ’s separate counsel in any such Claim at Indemnitee's ’s expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee's ’s separate counsel shall be Expenses for which Indemnitee may receive indemnification or Expense Advances hereunderat the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated hereunder under Section 3(a) hereof to provide indemnification for or make any Expense Advances with respect to pay the Expenses expenses of any Claimproceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Claim proceeding, with counsel approved by Indemnitee (Indemnitee, which approval shall not be unreasonably withheld) withheld or delayed, upon the delivery to Indemnitee of written notice of the Company's its election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently retained incurred by or on behalf of Indemnitee with respect to the same Claim; proceeding, provided that, that (i) Indemnitee shall have the right to employ Indemnitee's separate counsel in any such Claim proceeding at Indemnitee's expense ’s expense; and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, defense or (C) the Company shall not continue to retain such not, in fact, have employed counsel to defend assume the defense of such Claimproceeding, then the fees and expenses of Indemnitee's separate ’s counsel shall be Expenses for which Indemnitee may receive indemnification or Expense Advances hereunderat the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated --------------------- hereunder to provide indemnification for or make any Expense Advances with respect to the Expenses of any Claim, the Company, if appropriate, shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Company's election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently retained employed by or on behalf of Indemnitee with respect to the same Claim; provided that, (i) Indemnitee shall have the right to employ Indemnitee's separate counsel in any such Claim at Indemnitee's expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee's separate counsel shall be Expenses for which Indemnitee may receive indemnification or Expense Advances hereunder.

Selection of Counsel. In the event the Company shall be -------------------- obligated hereunder to provide indemnification for or make any Expense Advances with respect to the Expenses of any Claim, the Company, if appropriate, shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Company's election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently retained employed by or on behalf of Indemnitee with respect to the same Claim; provided that, (i) Indemnitee shall have the right to employ Indemnitee's separate counsel in any such Claim at Indemnitee's expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee's separate counsel shall be Expenses for which Indemnitee may receive indemnification or Expense Advances hereunder.

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification indemnification, exoneration or hold harmless rights for or make any Expense Advances with respect to the Expenses of any Claim, the Company, if appropriate, shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Company's ’s election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently retained employed by or on behalf of Indemnitee with respect to the same Claim; provided thatprovided, however, that (i) Indemnitee shall have the right to employ Indemnitee's ’s separate counsel in any such Claim at Indemnitee's ’s expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee's separate counsel shall be Expenses for which Indemnitee may receive indemnification or Expense Advances hereunder.that

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification for or make any Expense Advances with respect to the Expenses of any Claim, the Company, if appropriate, shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Company's ’s election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently retained employed by or on behalf of Indemnitee with respect to the same Claim; provided thatprovided, however, that (i) Indemnitee shall have the right to employ Indemnitee's ’s separate counsel in any such Claim at Indemnitee's ’s expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee's separate counsel shall be Expenses for which Indemnitee may receive indemnification or Expense Advances hereunder.the

Selection of Counsel. In the event the Company Corporation shall be obligated hereunder to provide indemnification for or make any Expense Advances with respect to the Expenses of any Claim, the CompanyCorporation, if appropriate, shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (which approval shall not be unreasonably withheld, conditioned or delayed) upon the delivery to Indemnitee of written notice of the Company's Corporation’s election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the CompanyCorporation, the Company Corporation will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently retained employed by or on behalf of Indemnitee with respect to the same Claim; provided thatprovided, however, that (i) Indemnitee shall have the right to employ Indemnitee's ’s separate counsel in any such Claim at Indemnitee's ’s expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the CompanyCorporation, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company Corporation and Indemnitee in the conduct of any such defense, or (C) the Company Corporation shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee's ’s separate counsel shall be Expenses for which Indemnitee may receive indemnification or Expense Advances hereunder.

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification for or make any Expense Advances with respect to the Expenses of any Claim, the Companycompany, if appropriate, shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Company's ’s election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently retained employed by or on behalf of Indemnitee with respect to the same Claim; provided that, that (i) Indemnitee shall have the right to employ Indemnitee's ’s separate counsel in any such Claim at Indemnitee's ’s expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee's ’s separate counsel shall be Expenses for which Indemnitee may receive indemnification or Expense Advances hereunder.

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification for or make any Expense Advances advancement of Expenses with respect to the Expenses of any ClaimProceeding, the Company, if appropriate, shall be entitled to assume the defense of such Claim Proceeding with counsel approved selected by the Company, subject to approval by Indemnitee (which approval shall not be unreasonably withheld) ), upon the delivery to Indemnitee of written notice of the Company's ’s election to do so. After delivery of such notice, approval of such counsel by Indemnitee notice and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently retained by or on behalf of Indemnitee with respect to the same ClaimProceeding; provided that, : (i) Indemnitee shall have the right to employ Indemnitee's ’s separate counsel in any such Claim Proceeding at Indemnitee's expense ’s expense; and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a Indemnification Agreement: [Xxxxxx Xxxxxxx] Page 8 of 13 conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such ClaimProceeding, then the fees and expenses of Indemnitee's ’s separate counsel shall be Expenses for which Indemnitee may receive indemnification or Expense Advances advancement of Expenses hereunder.

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification for or make any Expense Advances with respect to pay the Expenses of any Claim, the Company, if appropriate, shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (which such approval shall not to be unreasonably withheldwithheld or delayed) upon the delivery to Indemnitee of written notice of the Company's ’s election so to do sodo. After (i) delivery of such notice, (ii) approval of such counsel by Indemnitee and (iii) the retention of such counsel by the Company, the Company will thereafter not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently retained incurred by or on behalf of Indemnitee with respect to the same Claim; provided thatprovided, that (i1) Indemnitee shall have the right to employ Indemnitee's ’s separate counsel in any such Claim at Indemnitee's ’s expense and (ii2) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee's ’s separate counsel shall be Expenses for which Indemnitee may receive indemnification or Expense Advances hereunderat the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification for or make any Expense Advances advancement of Expenses with respect to the Expenses of any ClaimProceeding, the Company, if appropriate, shall be entitled to assume the defense of such Claim Proceeding with counsel approved selected by the Company, subject to approval by Indemnitee (which approval shall not be unreasonably withheld) ), upon the delivery to Indemnitee of written notice of the Company's ’s election to do so. After delivery of such notice, approval of such counsel by Indemnitee notice and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently retained by or on behalf of Indemnitee with respect to the same ClaimProceeding; provided that, : (i) Indemnitee shall have the right to employ Indemnitee's ’s separate counsel in any such Claim Proceeding at Indemnitee's expense ’s expense; and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a ​ ​ ​ ​ ​ ​ ​ ​ conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such ClaimProceeding, then the fees and expenses of Indemnitee's ’s separate counsel shall be Expenses for which Indemnitee may receive indemnification or Expense Advances advancement of Expenses hereunder.

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification for or make any Expense Advances with respect to pay the Expenses of any ClaimIndemnitee, the Company, if appropriate, shall be entitled to assume the defense of or representation related to such Claim proceeding against Indemnitee with counsel approved by Indemnitee (which approval shall not to be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Company's ’s election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently retained incurred by or on behalf of Indemnitee with respect to the same Claim; provided that, (i) Indemnitee shall have the right to employ Indemnitee's ’s separate counsel in any such Claim at Indemnitee's ’s own expense and (ii) if (A) the employment engagement of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee's ’s separate counsel shall be Expenses for which Indemnitee may receive indemnification or Expense Advances hereunderconsidered an Expense.

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification for or make any Expense Advances advancement of Expenses with respect to the Expenses of any ClaimProceeding, the Company, if appropriate, shall be entitled to assume the defense of such Claim Proceeding with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Company's election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently retained by or on behalf of Indemnitee with respect to the same ClaimProceeding; provided that, : (i) Indemnitee shall INDEMNIFICATION AGREEMENT: ______________ have the right to employ Indemnitee's separate counsel in any such Claim Proceeding at Indemnitee's expense expense; and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such ClaimProceeding, then the fees and expenses of Indemnitee's separate counsel shall be Expenses for which Indemnitee may receive indemnification or Expense Advances advancement of Expenses hereunder.

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification for or make any Expense Advances with respect to pay the Expenses of any Claim, the Company, if appropriate, shall be entitled to assume the defense of such Claim claim with counsel approved by of its selection who shall, nonetheless, be subject to the approval of Indemnitee (which approval shall not be unreasonably withheldwithheld or delayed) upon the delivery to Indemnitee of written notice of the Company's ’s election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently retained incurred by or on behalf of Indemnitee with respect to the same Claim; provided that, notwithstanding the foregoing: (i) Indemnitee shall have the right to employ Indemnitee's ’s separate counsel in any such Claim at Indemnitee's ’s expense and (ii) the fees and expenses shall be at the Company’s expense if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee's separate counsel shall be Expenses for which Indemnitee may receive indemnification or Expense Advances hereunder.

Selection of Counsel. In the event the Company shall be obligated -------------------- hereunder to provide indemnification for or make any Expense Advances with respect to the Expenses of any Claim, the Company, if appropriate, shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Company's election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently retained employed by or on behalf of Indemnitee with respect to the same Claim; provided provided, however, that, (i) Indemnitee shall have the right to employ Indemnitee's separate counsel in any such Claim at Indemnitee's expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee's separate counsel shall be Expenses for which Indemnitee may receive indemnification or Expense Advances hereunder.

Selection of Counsel. In the event the Company shall be obligated hereunder under Section 2(a) hereof to provide indemnification for or make any Expense Advances with respect to pay the Expenses expenses of any Claimproceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Claim proceeding, with counsel approved in writing by Indemnitee (Indemnitee, which approval shall not be unreasonably withheld) , upon the delivery to Indemnitee of written notice of the Company's its election so to do sodo. After delivery of such notice, written approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently retained incurred by or on behalf of Indemnitee with respect to the same Claim; proceeding, provided that, that (i) Indemnitee shall have the right to employ Indemnitee's separate his counsel in any such Claim proceeding at Indemnitee's expense ’s expense; and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, defense or (C) the Company shall not continue to retain such not, in fact, have employed counsel to defend assume the defense of such Claimproceeding, then the fees and expenses of Indemnitee's separate ’s counsel shall be Expenses for at the expense of the Company. Neither the Company nor the Indemnitee will settle any matter the subject of this Agreement without the written consent of the other, which Indemnitee may receive indemnification or Expense Advances hereunderwill not be unreasonably withheld.

Selection of Counsel. In the event the Company Indemnitors shall be obligated hereunder to provide indemnification for or make Employee with any Expense Advances legal defense with respect to the Expenses of any a Claim, the Company, if appropriate, Indemnitors shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) of the Indemnitors' choosing, upon the delivery to Indemnitee the Employee of written notice of the Company's their election to do so. After delivery of such notice, approval of such counsel by Indemnitee notice and the retention of such counsel by the CompanyIndemnitors, the Company will Indemnitors shall not be liable to Indemnitee Employee under this Agreement for any fees of counsel (or expenses of separate counsel related costs and expenses) subsequently retained incurred by or on behalf of Indemnitee Employee with respect to the same Claim; provided that, that (i) Indemnitee Employee shall have the right to employ Indemnitee's separate counsel in any such Claim at Indemnitee's expense his sole expense; and (ii) if (A) the employment of separate counsel by Indemnitee Employee has been previously authorized in writing by the CompanyIndemnitors, (B) Indemnitee counsel for Employee shall have reasonably concluded provided the Indemnitors with a written opinion that there may be is a conflict of interest between the Company Indemnitors and Indemnitee Employee in the conduct of any such defense, defense or (C) the Company Indemnitors shall not continue fail to retain (or discontinue the retention of) such counsel to defend such Claim, then the fees and expenses of IndemniteeEmployee's separate counsel shall be Expenses for which Indemnitee may receive indemnification or Expense Advances hereunderat the expense of the Indemnitors.

Selection of Counsel. In the event If the Company shall be obligated hereunder to provide indemnification for or make any Expense Advances with respect to the Expenses of any Claim, the Company, if appropriate, shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Company's election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently retained employed by or on behalf of Indemnitee with respect to the same Claim; provided that, (i) Indemnitee shall have the right to employ Indemnitee's separate counsel in any such Claim at Indemnitee's expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee's separate counsel shall be Expenses for which Indemnitee may receive indemnification or Expense Advances hereunder.

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification for or make any Expense Advances with respect to the Expenses of any Claim, the Company, if appropriate, shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Company's ’s election to do so. After delivery of such notice, approval of such counsel by Indemnitee Ixxxxxxxxx and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently retained employed by or on behalf of Indemnitee with respect to the same Claim; provided that, (i) Indemnitee shall have the right to employ Indemnitee's ’s separate counsel in any such Claim at Indemnitee's ’s expense and (ii) if (A) the employment of separate counsel by Indemnitee Ixxxxxxxxx has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee's ’s separate counsel shall be Expenses for which Indemnitee may shall receive indemnification or Expense Advances hereunder.

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification for or make any Expense Advances with respect to the Expenses of any Claim, the Company, if 4 5 appropriate, shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Company's election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently retained by or on behalf of Indemnitee with respect to the same Claim; provided that, (i) In the event of a conflict, Indemnitee shall have the right to employ Indemnitee's separate counsel in any such Claim at Indemniteethe Company's expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee's separate counsel shall be Expenses for which Indemnitee may receive indemnification or Expense Advances hereunder. 5.

Selection of Counsel. In the event the Company APEI shall be obligated hereunder to provide indemnification for or make any Expense Advances with respect to the Expenses of any Claim, the CompanyAPEI, if appropriate, shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee Indemnified Person (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee Indemnified Person of written notice of the Company's APEI’s election to do so. After delivery of such notice, approval of such counsel by Indemnitee Indemnified Person and the retention of such counsel by the CompanyAPEI, the Company APEI will not be liable to Indemnitee Indemnified Person under this Agreement for any fees or expenses of separate counsel subsequently retained by or on behalf of Indemnitee Indemnified Person with respect to the same Claim; provided provided, that, (i) Indemnitee Indemnified Person shall have the right to employ Indemnitee's Indemnified Person’s separate counsel in any such Claim at Indemnitee's Indemnified Person’s expense and (ii) if (A) the employment of separate counsel by Indemnitee Indemnified Person has been previously authorized by the CompanyAPEI, (B) Indemnitee Indemnified Person shall have reasonably concluded that there may be a conflict of interest between the Company APEI and Indemnitee Indemnified Person in the conduct of any such defense, or (C) the Company APEI shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee's Indemnified Person’s separate counsel shall be Expenses for which Indemnitee Indemnified Person may receive indemnification or Expense Advances hereunder.

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification for or make any Expense Advances with respect to the Expenses of any Claim, the Company, if appropriate, shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Company's election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently retained employed by or on behalf of Indemnitee with respect to the same Claim; provided thatPROVIDED THAT, (i) Indemnitee shall have the right to employ Indemnitee's separate counsel in any such Claim at Indemnitee's expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee's separate counsel shall be Expenses for which Indemnitee may receive indemnification or Expense Advances hereunder.

Selection of Counsel. In the event the Company Corporation shall be obligated hereunder to provide indemnification for or make any Expense Advances with respect to the Expenses of any Claim, the CompanyCorporation, if appropriate, shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Company's Corporation’s election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the CompanyCorporation, the Company Corporation will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently retained by or on behalf of Indemnitee with respect to the same Claim; provided that, (i) Indemnitee shall have the right to employ Indemnitee's ’s separate counsel in any such Claim at Indemnitee's ’s expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defensedefense and notifies the Corporation of that conclusion, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee's ’s separate counsel shall be Expenses for which Indemnitee may receive indemnification or Expense Advances hereunder.

Selection of Counsel. In the event the Company shall be obligated -------------------- hereunder to provide indemnification for or make any Expense Advances with respect to the Expenses of any Claim, the Company, if appropriate, shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Company's election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently retained by or on behalf of Indemnitee with respect to the same Claim; provided provided, however, that, (i) Indemnitee shall have the right to employ Indemnitee's separate counsel in any such Claim at IndemniteeIndeminitee's expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee's separate counsel shall be Expenses for which Indemnitee may receive indemnification or Expense Advances hereunder.

Selection of Counsel. In the event the Company that Unity shall be obligated hereunder to provide indemnification for or make any Expense Advances with respect to pay the Expenses of any Claimaction, the Companysuit, proceeding, inquiry or investigation, Unity, if appropriate, shall be entitled to assume the defense of such Claim action, suit, proceeding, inquiry or investigation with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) ), upon the delivery to Indemnitee of written notice of the Company's its election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the CompanyUnity, the Company Unity will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently retained incurred by or on behalf of Indemnitee with respect to the same Claimaction, suit, proceeding, inquiry or investigation; provided that, : (i) Indemnitee shall have the right to employ Indemnitee's separate counsel in any such Claim action, suit, proceeding, inquiry or investigation at Indemnitee's expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the CompanyUnity, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company Unity and Indemnitee in the conduct of any such defense, or (C) the Company Unity shall not continue to retain such counsel to defend such Claimaction, suit, proceeding, inquiry or investigation, then the fees and expenses of Indemnitee's separate counsel shall be Expenses for which Indemnitee may receive indemnification or Expense Advances hereunderat the expense of Unity.

Selection of Counsel. In the event the Company Corporation shall be obligated hereunder to provide indemnification for or make any Expense Advances with respect to the Expenses of any Claim, the CompanyCorporation, if appropriate, shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Company's Corporation’s election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the CompanyCorporation, the Company Corporation will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently retained employed by or on behalf of Indemnitee with respect to the same Claim; provided thatprovided, however, that (i) Indemnitee shall have the right to employ Indemnitee's ’s separate counsel in any such Claim at Indemnitee's ’s expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the CompanyCorporation, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company Corporation and Indemnitee in the conduct of any such defense, or (C) the Company Corporation shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee's ’s separate counsel shall be Expenses for which Indemnitee may receive indemnification or Expense Advances hereunder.

Selection of Counsel. In the event the Company Companies shall be obligated hereunder to provide indemnification for or make any Expense Advances with respect to the Expenses of any Claim, the CompanyCompanies, if appropriate, shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Company's Companies' election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the CompanyCompanies, the Company Companies will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently retained employed by or on behalf of Indemnitee with respect to the same Claim; provided that, (i) Indemnitee shall have the right to employ Indemnitee's separate counsel in any such Claim at Indemnitee's expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the CompanyCompanies, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company Companies and Indemnitee in the conduct of any such defense, or (C) the Company Companies shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee's separate counsel shall be Expenses for which Indemnitee may receive indemnification or Expense Advances hereunder.

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification for or make any Expense Advances with respect to the Expenses of any Claim, the Company, if appropriate, shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (which approval shall not be unreasonably withheldwithheld or delayed) upon the delivery to Indemnitee of written notice of the Company's election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently retained employed by or on behalf of Indemnitee with respect to the same Claim; provided that, that (i) Indemnitee shall have the right to employ Indemnitee's separate counsel in any such Claim at Indemnitee's expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) either the Company shall or such retained counsel has not continue to retain such counsel continued to defend such ClaimClaim for any reason, then the fees and expenses of Indemnitee's separate counsel shall be Expenses for which Indemnitee may receive indemnification or Expense Advances hereunder.

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification for or make any Expense Advances with respect to the Expenses of any Claim, the Company, if appropriate, shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Company's election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently retained by or on behalf of Indemnitee with respect to the same Claim; provided PROVIDED, that, : (i) Indemnitee shall have the right to employ Indemnitee's separate counsel in any such Claim at Indemnitee's expense expense; and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee's separate counsel shall be Expenses for which Indemnitee may receive indemnification or Expense Advances hereunder.

Selection of Counsel. In the event the Company Corporation shall be obligated hereunder under Paragraphs 3, 4, 5, or 6 hereof to provide indemnification for or make any Expense Advances with respect to pay the Expenses expenses of any ClaimProceeding against Indemnitee, the CompanyCorporation, if appropriate, shall be entitled to assume the defense of such Claim Proceeding, with counsel approved by Indemnitee (Indemnitee, which approval shall not be unreasonably withheld) withheld or delayed, upon the delivery to Indemnitee of written notice of the Company's Corporation’s election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the CompanyCorporation, the Company Corporation will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently retained incurred by or on behalf of Indemnitee with respect to the same Claim; proceeding, provided that, : (ia) Indemnitee shall have the right to employ Indemnitee's separate his or her own counsel in any such Claim proceeding at Indemnitee's expense and ’s expense; (iib) if (Ai) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defenseCorporation, or (Cii) the Company Corporation shall not continue to retain such not, in fact, have employed counsel to defend assume the defense of such Claimproceeding, then the fees and expenses of Indemnitee's separate ’s counsel shall be Expenses at the expense of the Corporation; and (c) Indemnitee shall be entitled to separate counsel in any Proceeding brought by or in the right of the Corporation or as to which counsel for which Indemnitee may receive indemnification or Expense Advances hereunderreasonably concludes that there is a conflict of interest between the Corporation and Indemnitee, provided that the Corporation shall not be required to pay the expenses of more than one such separate counsel for persons it is indemnifying in any one Proceeding.

Selection of Counsel. In the event If the Company shall be obligated hereunder to provide indemnification for pay or make any Expense Advances advance Expenses or indemnify Indemnitee with respect to the Expenses of any ClaimLosses, the Company, if appropriate, Company shall be entitled to assume the defense of such Claim any related Claims, with counsel approved selected by Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Company's election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently retained incurred by or on behalf of Indemnitee with respect to the same Claimdefense of such Claims; provided that, : (i) Indemnitee shall have the right to employ Indemnitee's separate counsel in connection with any such Claim at Indemnitee's expense ’s expense; and (ii) if (A) the employment of separate counsel by Indemnitee Xxxxxxxxxx has been previously authorized by the Company, (B) counsel for Indemnitee shall have reasonably concluded provided the Company with written advice that there may be is a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel selected by the Company to defend such Claim, then the fees and expenses of Indemnitee's separate ’s counsel shall be Expenses for which Indemnitee may receive indemnification or Expense Advances hereunderat the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification for or make any Expense Advances with respect to the Expenses of any Claim, the Company, if appropriateappropriate and with the consent of the Indemnitee (which consent shall not be unreasonably withheld), shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Company's ’s election to do so. The Company shall be entitled to select legal counsel reasonably acceptable to the Indemnitee for purposes of such defense, and shall consult with Indemnitee regarding the selection of counsel. After delivery of such notice, approval of such counsel by Indemnitee notice and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently retained by or on behalf of Indemnitee with respect to the same Claim; provided that, (i) Indemnitee shall have the right to employ Indemnitee's ’s separate counsel in any such Claim at Indemnitee's ’s expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee's ’s separate counsel shall be Expenses for which Indemnitee may receive indemnification or Expense Advances hereunder.

Selection of Counsel. In the event any Proceeding against Indemnitee for which a request for Expense advance or for which indemnification will or could be sought under this Agreement, the Company shall be obligated hereunder to provide indemnification for or make any Expense Advances with respect to the Expenses of any Claim, the Company, if appropriate, shall be entitled to assume the defense of such Claim Proceeding with counsel approved by Indemnitee (which approval shall not to be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Company's election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently retained incurred by or on behalf of Indemnitee with respect to the same Claim; provided that, (i) Indemnitee shall have the right to employ Indemnitee's separate counsel in any such Claim at Indemnitee's expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee's separate counsel shall be Expenses for which Indemnitee may receive indemnification or Expense Advances hereunderat the expense of the Company.

Selection of Counsel. In the event the Company Summit shall be obligated hereunder under Section 2(b) hereof to provide indemnification for or make any Expense Advances with respect to pay the Expenses of any proceeding against Indemnitee, Summit, unless Indemnitee determines that a conflict of interest exists between Indemnitee and Summit with respect to a particular Claim, the Company, if appropriate, shall be entitled to assume the defense of such Claim proceeding, with counsel approved by Indemnitee (Indemnitee, which approval shall not be unreasonably withheld) , upon the delivery to Indemnitee of written notice of the Company's its election to do soso and of written notice that it is so obligated. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the CompanySummit, the Company Summit will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently retained incurred by or on behalf of Indemnitee with respect to the same Claimproceeding; provided that, that (i) Indemnitee shall have the right to employ Indemnitee's his own separate counsel in any such Claim proceeding in addition to or in place of any counsel retained by Summit on behalf of Indemnitee at Indemnitee's expense expense; and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company Summit and Indemnitee in the conduct of any such defense, defense or (C) the Company Summit shall not continue to retain such not, in fact, have employed counsel to defend assume the defense of such Claimproceeding, then the fees and expenses of Indemnitee's separate counsel shall be Expenses for which Indemnitee may receive indemnification or Expense Advances hereunderat the expense of Summit.

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification for or make any Expense Advances with respect to the Expenses of any Claim, the Company, if appropriate, shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (which approval shall not be unreasonably withheldwithheld or delayed) upon the delivery to Indemnitee of written notice of the Company's ’s election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently retained employed by or on behalf of Indemnitee with respect to the same Claim; provided that, that (i) Indemnitee shall have the right to employ Indemnitee's lndemnitee’s separate counsel in any such Claim at Indemnitee's ’s expense, (ii) Indemnitee shall have the right to employ its own counsel in connection with any such proceeding at the expense of the Company, if such counsel services in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding, and (iiiii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) either the Company shall or such retained counsel has not continue to retain such counsel continued to defend such ClaimClaim for any reason, then the fees and expenses of Indemnitee's ’s separate counsel shall be Expenses for which Indemnitee may receive indemnification or Expense Advances hereunder.

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification for or make any Expense Advances with respect to the Expenses of any Claim, the Company, if appropriate, shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Company's election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently retained by or on behalf of Indemnitee with respect to the same Claim; provided PROVIDED, HOWEVER, that, (i) Indemnitee shall have the right to employ Indemnitee's separate counsel in any such Claim at Indemnitee's expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee's separate counsel shall be Expenses for which Indemnitee may receive indemnification or Expense Advances hereunder. 5.

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification for or make any Expense Advances with respect to the Expenses of any Claim, the Company, if appropriate, shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Company's election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently retained by or on behalf of Indemnitee with respect to the same Claim; provided that, (i) Indemnitee shall have the right to employ Indemnitee's separate counsel in any such Claim at Indemnitee's expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee or any other party being represented by counsel selected by the Company in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee's separate counsel shall be Expenses for which Indemnitee may receive indemnification or Expense Advances hereunder.

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification for or make any Expense Advances with respect to the Expenses of any Claim, the Company, if appropriate, Company shall be entitled to assume the defense of such Claim with counsel approved which shall be selected by Indemnitee (which approval shall not be unreasonably withheld) the Company upon the delivery to Indemnitee of written notice of the Company's ’s election to do so. After delivery of such notice, approval of such counsel by Indemnitee Ixxxxxxxxx and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently retained employed by or on behalf of Indemnitee with respect to the same Claim; provided thatprovided, however, that (i) Indemnitee shall have the right to employ Indemnitee's ’s separate counsel in any such Claim at Indemnitee's ’s own expense and (ii) if (A) the employment of separate counsel by Indemnitee Ixxxxxxxxx has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded upon advice of counsel that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee's ’s separate counsel shall will be Expenses for which Indemnitee may receive indemnification or Expense Advances hereunder.

Selection of Counsel. In the event the Company shall be obligated hereunder under Section 3(a) to provide indemnification for or make any Expense Advances with respect to pay the Expenses of in connection with any Claimproceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Claim proceeding, with counsel approved by Indemnitee (Indemnitee, which approval shall not be unreasonably withheld) , conditioned or delayed, upon the delivery to Indemnitee of written notice of the Company's its election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently retained incurred by or on behalf of Indemnitee with respect to the same Claim; proceeding, provided that, that (i) Indemnitee shall have the right to employ Indemnitee's separate counsel in any such Claim proceeding at Indemnitee's expense ’s expense; and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, defense or (C) the Company shall not continue to retain such not, in fact, have employed counsel to defend assume the defense of such Claimproceeding, then the fees and expenses Expenses of Indemnitee's separate ’s counsel shall be Expenses for which Indemnitee may receive indemnification or Expense Advances hereunderat the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification for or make any Expense Advances with respect to the Expenses of any Claim, the Company, if appropriate, shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Company's ’s election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently retained employed by or on behalf of Indemnitee with respect to the same Claim; provided that, that (i) Indemnitee shall have the right to employ Indemnitee's ’s separate counsel in any such Claim at Indemnitee's ’s expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee's ’s separate counsel shall be Expenses for which Indemnitee may receive indemnification or Expense Advances hereunder.

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification for or make any Expense Advances advancement of Expenses with respect to the Expenses of any ClaimProceeding, the Company, if appropriate, shall be entitled to assume the defense of such Claim Proceeding with counsel approved selected by the Company, subject to approval by Indemnitee (which approval shall not be unreasonably withheld) ), upon the delivery to Indemnitee of written notice of the Company's ’s election to do so. After delivery of such notice, approval of such counsel by Indemnitee notice and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently retained by or on behalf of Indemnitee with respect to the same Claim; Proceeding; provided that, : (i) Indemnitee shall have the right to employ Indemnitee's ’s separate counsel in any such Claim Proceeding at Indemnitee's expense ’s expense; and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such ClaimProceeding, then the fees and expenses of Indemnitee's ’s separate counsel shall be Expenses for which Indemnitee may receive indemnification or Expense Advances advancement of Expenses hereunder.. ​

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification for or make any Expense Advances with respect to the Expenses of any Claim, the Company, if appropriate, shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (which approval shall not be unreasonably withheldwithheld or delayed) upon the delivery to Indemnitee of written notice of the Company's ’s election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently retained employed by or on behalf of Indemnitee with respect to the same Claim; provided that, (i) Indemnitee shall have the right to employ Indemnitee's ’s separate counsel in any such Claim at Indemnitee's ’s expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee's ’s separate counsel shall be Expenses for which Indemnitee may receive indemnification or Expense Advances hereunder.

Selection of Counsel. In the event the Company shall be obligated hereunder under Section 3(a) to provide indemnification for or make any Expense Advances with respect to pay the Expenses of any ClaimProceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of Indemnitee in such Claim Proceeding, with counsel approved by Indemnitee (Indemnitee, which approval shall not be unreasonably withheld) , upon the delivery to Indemnitee of written notice of the Company's its election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently retained incurred by or on behalf of Indemnitee with respect to the same ClaimProceeding; provided thatprovided, however, that (i) Indemnitee shall have the right to employ Indemnitee's separate ’s counsel in any such Claim Proceeding at Indemnitee's expense expense; and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) counsel to Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, defense or (C) the Company shall not continue to retain such not, in fact, have employed counsel to defend assume the defense of such ClaimProceeding, then in each case, the fees and expenses of Indemnitee's separate counsel shall be Expenses for which Indemnitee may receive indemnification or Expense Advances hereunderat the expense of the Company, except as otherwise expressly provided in this Agreement.

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification for or make any Expense Advances with respect to the Expenses of any Claim, the Company, if appropriate, shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (which approval shall not be unreasonably withheldwithheld or delayed) upon the delivery to Indemnitee of written notice of the Company's ’s election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently retained employed by or on behalf of Indemnitee with respect to the same Claim; provided thatprovided, however, that (i) Indemnitee shall have the right to employ Indemnitee's ’s separate counsel in any such Claim at Indemnitee's ’s expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee's ’s separate counsel shall be Expenses for which Indemnitee may receive indemnification or Expense Advances hereunder.

Selection of Counsel. In the event the Company shall be obligated -------------------- hereunder to provide indemnification for or make any Expense Advances with respect to the Expenses of any Claim, the Company, if appropriate, shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Company's election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently retained employed by or on behalf of Indemnitee with respect to the same Claim; provided thatprovided, however, that (i) Indemnitee -------- ------- shall have the right to employ Indemnitee's separate counsel in any such Claim at Indemnitee's expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee's separate counsel shall be Expenses for which Indemnitee may receive indemnification or Expense Advances hereunder.

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification for or make any Expense Advances with respect to the Expenses of any Claim, the Company, if appropriate, shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Company's ’s election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently retained employed by or on behalf of Indemnitee with respect to the same Claim; provided that, (i) Indemnitee shall have the right to employ Indemnitee's ’s separate counsel in any such Claim at Indemnitee's ’s expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee's ’s separate counsel shall be Expenses for which Indemnitee may shall receive indemnification or and Expense Advances hereunder.

Selection of Counsel. In the event the Company Corporation shall be obligated hereunder to provide indemnification for or make pay Expenses related to any Expense Advances with respect Proceeding to the Expenses of any Claimwhich Indemnitee is a party, the Company, if appropriate, Corporation shall be entitled to assume the defense of such Claim Proceeding with counsel approved by Indemnitee (which whose approval shall will not be unreasonably withheld) ), upon the delivery to Indemnitee of written notice of the Company's Corporation’s election to do soassume the defense. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the CompanyCorporation, the Company Corporation will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently retained incurred by or on behalf of Indemnitee with respect to the same Claim; Proceeding, provided that, (i) that Indemnitee shall have the right to employ Indemnitee's separate counsel in any such Claim proceeding at Indemnitee's expense ’s expense; and (ii) provided further that, if (Ai) the employment of separate counsel by Indemnitee has been previously authorized by the CompanyCorporation, (Bii) Indemnitee shall have reasonably concluded concludes that there may be a conflict of interest between the Company Corporation and Indemnitee in the conduct of any such defensethe defense of the Proceeding, or (Ciii) the Company shall Corporation does not continue to retain such employ counsel to defend assume the defense of such ClaimProceeding, then the fees and expenses of Indemnitee's separate ’s counsel shall be Expenses for which Indemnitee may receive indemnification or Expense Advances hereunderat the expense of the Corporation.

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification for or make any Expense Advances with respect to the Expenses of any Claim, the Company, if appropriate, shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Company's election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate DELAWARE INDEMNIFICATION AGREEMENT 5 9/98 6 counsel subsequently retained by or on behalf of Indemnitee with respect to the same Claim; provided that, (i) Indemnitee shall have the right to employ Indemnitee's separate counsel in any such Claim at Indemnitee's expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee's separate counsel shall be Expenses for which Indemnitee may receive indemnification or Expense Advances hereunder.