Common use of Selection of Counsel Clause in Contracts

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of such Claim, with counsel approved by the applicable Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to such Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to such Indemnitee under this Agreement for any fees of counsel subsequently incurred by such Indemnitee with respect to the same Claim; provided that, (i) the Indemnitee shall have the right to employ such Indemnitee’s counsel in any such Claim at the Indemnitee’s expense and (ii) if (A) the employment of counsel by the Indemnitee has been previously authorized by the Company, (B) such Indemnitee shall have reasonably concluded that there is a conflict of interest between the Company and such 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 counsel shall be 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, action or proceeding against any Indemnitee without the consent of such Indemnitee, provided such settlement includes a full release of the Indemnitee by the claimant from all liabilities or potential liabilities under such claim.

Selection of Counsel. In the event the Company shall be obligated hereunder under Section 2(a) hereof to pay the Expenses expenses (including attorneys' fees) of any Claimaction, suit or proceeding against Indemnitee, the Company Company, if appropriate, shall be entitled to assume the defense of such Claimaction, suit or proceeding, with counsel approved by the applicable Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to such Indemnitee of written notice of 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 Company, the Company will not be liable to such Indemnitee under this Agreement for any fees of counsel subsequently incurred by such Indemnitee with respect to the same Claim; action, suit or proceeding, provided that, that (i) the Indemnitee shall have the right to employ such Indemnitee’s counsel in any such Claim action suit or proceeding at the Indemnitee’s expense 's expense; and (ii) if (A) the employment of counsel by the Indemnitee has been previously authorized by the Company, (B) such Indemnitee shall have reasonably concluded that there is may be a conflict of interest between the Company and such 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 Claimaction, suit or proceeding or (D) the Company is not financially or legally able to perform its indemnification obligations, then the fees and expenses of the Indemnitee’s 's counsel shall be at the expense of the Company. The Company shall have not be entitled to assume the right to conduct such defense as it sees fit in its sole discretion, including the right to settle of any claim, action action, suit or proceeding against any Indemnitee without the consent of such Indemnitee, provided such settlement includes a full release brought by or on behalf of the Company against Indemnitee by or as to which Indemnitee shall have made the claimant from all liabilities conclusion provided for in (ii) (B) or potential liabilities under such claim(D) above.

Selection of Counsel. In the event Upon notification of the Company shall be obligated hereunder to pay of the Expenses commencement of any ClaimProceeding as to which indemnification will or could be sought under this Agreement, the Company shall be entitled to assume the defense of such ClaimProceeding, with counsel approved by the applicable Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to such Indemnitee of written notice of 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 Company, the Company will not be liable to such Indemnitee under this Agreement for any fees of counsel subsequently incurred by such Indemnitee with respect to the same ClaimProceeding; provided thatprovided, that (i) the Indemnitee shall have the right to employ such Indemnitee’s his or her counsel in any such Claim Proceeding at the Indemnitee’s expense expense; and (ii) if (A) the employment of counsel by the Indemnitee has been previously authorized by the Company, (B) such Indemnitee shall have reasonably concluded that there is may be a conflict of interest between the Company and such Indemnitee in the conduct of any such defense, defense or (C) the Company shall not continue to retain such within sixty (60) days, in fact, have employed counsel to defend assume the defense of such ClaimProceeding, then the fees and expenses Expenses of the Indemnitee’s counsel shall be at the expense of the Company. In the event separate counsel is retained by an Indemnitee pursuant to this Section 2(e), the Company shall cooperate with Indemnitee with respect to the defense of the Proceeding, including making documents, witnesses and other reasonable information related to the defense available to Indemnitee and such separate counsel pursuant to joint-defense agreements or confidentiality agreements, as appropriate. The Company shall have not be entitled to assume the right to conduct such defense as it sees fit in its sole discretion, including the right to settle of any claim, action Proceeding brought by or proceeding against any Indemnitee without the consent of such Indemnitee, provided such settlement includes a full release on behalf of the Company or as to which Indemnitee by shall have made the claimant from all liabilities or potential liabilities under such claimdetermination provided for in (ii)(B) above.

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of such Claim, Claim with counsel approved by the applicable Indemnitee, which approval shall not be unreasonably withheld, delayed or conditioned, upon the delivery to such Indemnitee of written notice of 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 Company, the Company will not be liable to such Indemnitee under this Agreement for any fees of counsel subsequently incurred by such Indemnitee with respect to the same Claim; provided that, (i) the Indemnitee shall have the right to employ such Indemnitee’s counsel in any such Claim at the Indemnitee’s Indemnitee expense and (ii) if (A) the employment of counsel by the Indemnitee has been previously authorized by the Company, (B) such Indemnitee shall have reasonably concluded that there is a conflict of interest between the Company and such 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 counsel shall be at the expense of the Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretion; provided, including however, that the right Company shall not be entitled to settle any claim, action or proceeding claim against any Indemnitee without the consent of such the Indemnitee, provided such which consent shall not be unreasonably withheld, conditioned or delayed, unless the settlement includes involves only the payment of monetary relief for which the Indemnitee will be indemnified and does not include a full release statement or an admission of fault or culpability by or on behalf of the Indemnitee by the claimant from all liabilities or potential liabilities under such claimIndemnitee.

Selection of Counsel. In the event If the Company shall be obligated hereunder under Section 1 or Section 2 to pay the Expenses of any ClaimProceeding against Indemnitee, the Company shall be entitled to assume the defense of such ClaimProceeding (other than a Proceeding involving criminal proceedings, in which case the Indemnitee shall be entitled to assume the defense of such Proceeding and the Company shall have the right to employ separate counsel at Company’s expenses), with counsel approved consented to by the applicable Indemniteeindemnittee, which approval shall such consent not be being unreasonably withheld, upon the delivery to such Indemnitee of written notice within five (5) business days following receipt of notice from Indemnitee pursuant to Section 2(b); provided that (x) the Company shall have acknowledged in writing to the Indemnitee its election unqualified obligation to do soindemnify the Indemnitee as provided hereunder, (y) the Company must conduct such defense actively and diligently thereafter to preserve its rights in this regard. 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 such Indemnitee under this Agreement for any fees of any other counsel subsequently incurred by such Indemnitee with respect to the same ClaimProceeding; provided that, that (i) the Indemnitee shall have the right to employ such Indemnitee’s separate counsel in any such Claim Proceeding at the Indemnitee’s expense expense; and (ii) if (A) the employment of counsel by the Indemnitee has been previously authorized by the Company, (B) such Indemnitee shall have reasonably concluded that there is may be a conflict of interest between the Company and such 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 reasonable fees and expenses of the Indemnitee’s counsel shall be 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, action or proceeding against any Indemnitee without the consent of such Indemnitee, provided such settlement includes a full release of the Indemnitee by the claimant from all liabilities or potential liabilities under such claim.

Selection of Counsel. In the event the Company shall be obligated hereunder -------------------- under Section 2(b) hereof to pay the Expenses of any proceeding against Indemnitee, the Company, unless the Indemnitee determines that a conflict of interest exists between the Indemnitee and the Company with respect to a particular Claim, the Company shall be entitled to assume the defense of such Claimproceeding, with counsel approved by the applicable Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to such Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will be not be liable to such Indemnitee under this Agreement for any fees of counsel subsequently incurred by such Indemnitee with respect to the same Claim; proceeding, provided that, that (i) the Indemnitee shall have the right to employ such 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 the Indemnitee’s expense 's expense; and (ii) if (A) the employment of counsel by the Indemnitee has been previously authorized by the Company, (B) such Indemnitee shall have reasonably concluded that there is may be a conflict of interest between the Company and such 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 the Indemnitee’s 's counsel shall be 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, action or proceeding against any Indemnitee without the consent of such Indemnitee, provided such settlement includes a full release of the Indemnitee by the claimant from all liabilities or potential liabilities under such claim.

Selection of Counsel. In the event the Company shall be is obligated hereunder under Section 7 hereof to pay pay, and pays the Expenses of any ClaimProceeding against Indemnitee, the Company Company, if appropriate, shall be entitled to assume the defense of such ClaimProceeding, with counsel approved by the applicable Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to such Indemnitee of written notice of 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 Company, the Company will not be liable to such Indemnitee under this Agreement for any fees of counsel subsequently incurred by such Indemnitee with respect to the same Claim; Proceeding, provided that, that (i) the Indemnitee shall have the right to employ such Indemnitee’s his counsel in any such Claim Proceeding at the Indemnitee’s expense expense; and (ii) if (A) the employment of counsel by the Indemnitee has been previously authorized by the Company, (B) such Indemnitee shall have reasonably concluded that there is may be a conflict of interest between the Company and such Indemnitee in the conduct of any such defense, or (C) the counsel previously authorized by the Company is representing any other person indemnified by the Company, Indemnitee shall have reasonably concluded that there may be a conflict of interest between such other person and the Indemnitee in the conduct of any such defense, (D) a Change in Control shall have occurred or (E) the Company shall not continue not, in fact, have promptly employed counsel approved by the Indemnitee to retain assume the defense of such counsel to defend such ClaimProceeding, then the fees and expenses of the Indemnitee’s counsel shall be 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, action or proceeding against any Indemnitee without the consent of such Indemnitee, provided such settlement includes a full release of the Indemnitee by the claimant from all liabilities or potential liabilities under such claim.

Selection of Counsel. In the event the Company shall be obligated hereunder under Section 1(a) or (b) hereof to pay the Expenses of any ClaimProceeding against Indemnitee, the Company shall be entitled to assume the defense of such ClaimProceeding, with counsel approved by the applicable Indemnitee, which approval Indemnitee (who shall not be unreasonably withheldwithhold such approval), upon the delivery to such Indemnitee of written notice of 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 Company, the Company will not be liable to such Indemnitee under this Agreement for any fees of counsel subsequently incurred by such Indemnitee with respect to the same Claim; Proceeding, provided that, (i) the Indemnitee shall have the right to employ such Indemnitee’s counsel in any such Claim proceeding at the Indemnitee’s expense expense; and (ii) if (A) the employment of counsel by the Indemnitee has been previously authorized in writing by the Company, (B) such Indemnitee shall have reasonably concluded that there is may be a conflict of interest between the Company and such Indemnitee in the conduct of any such defensedefense and shall have notified the Company in writing thereof, (C) Indemnitee shall have reasonably concluded that there may be a conflict of interest between Indemnitee and other indemnitees of the Company being represented by counsel retained by the Company in the same Proceeding and shall have notified the Company in writing thereof, or (CD) the Company shall not continue to retain such not, in fact, have employed counsel to defend assume the defense of such ClaimProceeding within a reasonable time frame, then the reasonable fees and expenses of the Indemnitee’s counsel shall be 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, action or proceeding against any Indemnitee without the consent of such Indemnitee, provided such settlement includes a full release of the Indemnitee by the claimant from all liabilities or potential liabilities under such claim.

Selection of Counsel. In the event the Company Indemnitors shall be obligated hereunder under Section 2(a) hereof to pay the Expenses expenses of any Claimproceeding against Indemnitee, Indemnitors, unless Indemnitee determines that a conflict of interest exists between the Company Indemnitee and Indemnitors with respect to a particular claim, shall be entitled to assume the defense of such Claimproceeding, with counsel approved by the applicable Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to such Indemnitee of written notice of 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 CompanyIndemnitors, the Company Indemnitors will be not be liable to such Indemnitee under this Agreement for any fees of counsel subsequently incurred by such Indemnitee with respect to the same Claim; proceeding, provided that, that (i) the Indemnitee shall have the right to employ such Indemnitee’s his own separate counsel in any such Claim proceeding in addition to or in place of any counsel retained by Indemnitors on behalf of Indemnitee at the Indemnitee’s expense 's expense; and (ii) if (A) the employment of counsel by the Indemnitee has been previously authorized by the CompanyIndemnitors, (B) such Indemnitee shall have reasonably concluded that there is may be a conflict of interest between the Company Indemnitors and such Indemnitee in the conduct of any such defense, defense or (C) the Company Indemnitors 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 the Indemnitee’s 's counsel shall be 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, action or proceeding against any Indemnitee without the consent of such Indemnitee, provided such settlement includes a full release of the Indemnitee by the claimant from all liabilities or potential liabilities under such claimIndemnitors.

Selection of Counsel. In the event the Company VPUR shall be obligated hereunder under Section 0 of this Agreement to pay the Expenses expenses of any ClaimProceeding involving the Indemnified Party, the Company VPUR shall be entitled to participate in such Proceeding and, to the extent it shall wish, to assume the defense of such ClaimProceeding, with counsel chosen by VPUR and approved by the applicable IndemniteeIndemnified Party, which approval shall not be unreasonably withheld, upon withheld or delayed. Upon the delivery to such Indemnitee the Indemnified Party of written notice of its election to do so. After delivery of assume such noticedefense, approval of such counsel by the Indemnitee Indemnified Party and the retention of such counsel by the CompanyVPUR, the Company VPUR will not be liable to such Indemnitee the Indemnified Party under this Agreement for any fees of counsel or other expenses subsequently incurred by such Indemnitee the Indemnified Party in connection with respect to the defense of the same Claim; provided thatProceeding, except for fees and expenses incurred by the Indemnified Party as a consequence of the Indemnified Party's obligation to cooperate with VPUR in the defense of such matters (as set forth in Section 0 of this Agreement). Notwithstanding the foregoing, the reasonable fees and expenses of the Indemnified Party's counsel shall be paid by VPUR only if (i) the Indemnitee shall have the right to employ such Indemnitee’s counsel in any such Claim at the Indemnitee’s expense and (ii) if (A) the employment of counsel by the Indemnitee Indemnified Party has been previously authorized by the CompanyVPUR, (Bii) such Indemnitee the Indemnified Party shall have reasonably concluded that that, under applicable standards of professional responsibility applicable to attorneys, there is may be a material conflict of interest between VPUR and the Company and such Indemnitee Indemnified Party in the conduct of any such defensedefense or that such counsel and the Indemnified Party have fundamental and material disagreements as to the proper method of managing the litigation, or (Ciii) the Company VPUR shall not continue to retain such not, in fact, have employed counsel to defend assume the defense of such Claim, then the fees and expenses of the Indemnitee’s counsel shall be at the expense of the CompanyProceeding. The Company Indemnified Party shall have the right to conduct employ his own counsel in any such defense as it sees fit in its sole discretion, including Proceeding at the right to settle any claim, action or proceeding against any Indemnitee without the consent of such Indemnitee, provided such settlement includes a full release of the Indemnitee by the claimant from all liabilities or potential liabilities under such claimIndemnified Party's expense.

Selection of Counsel. In the event the Company shall be obligated hereunder under Section 3(a) to pay advance the Expenses expenses of any ClaimProceeding against Indemnitee, the Indemnitee shall have the right to control and defend such Proceeding in such manner as it may deem appropriate. Should Indemnitee decline to control and defend the Proceeding, the Company shall be entitled to assume the defense of such ClaimProceeding, with counsel approved by Indemnitee, upon the applicable delivery to Indemnitee of written notice of its election and approval of counsel by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to such Indemnitee of written notice of its election to do so. After the delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will shall not be liable to such Indemnitee under this Agreement for any fees of counsel subsequently incurred by such Indemnitee with respect to the same Claim; Proceeding, except as provided that, (i) the below. The Indemnitee shall have the right to employ such Indemnitee’s his or her own counsel in any such Claim proceeding at the Indemnitee’s expense and unless: (ii) if (Ai) the employment of counsel by the Indemnitee has been previously authorized by the Company, (Bii) such Indemnitee shall have reasonably concluded that there is may be a material conflict of interest between the Company and such Indemnitee in the conduct of any such defense, defense or (Ciii) 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 of which cases the fees and expenses of the Indemnitee’s counsel shall be 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 not settle any claimProceeding (in whole or in part) if such settlement would impose any Expense, action judgment, liability, fine, penalty or proceeding against any limitation on Indemnitee which Indemnitee is not entitled to be indemnified hereunder without the consent of such Indemnitee, provided such settlement includes a full release of the Indemnitee by the claimant from all liabilities or potential liabilities under such claim’s prior written consent.

Selection of Counsel. In the event If the Company shall be obligated hereunder to pay the or advance Expenses of or indemnify Indemnitee with respect to any ClaimLosses, the Company shall be entitled to assume the defense of such Claimany related Claims, with counsel approved selected by the applicable IndemniteeCompany; provided that following a Change in Control, if any Former Directors or Officers are seeking indemnification in connection with any such Proceeding, such counsel shall be subject to the prior written approval of a majority of such Former Directors or Officers who are seeking indemnification, which approval shall not be unreasonably withheld, upon the delivery to such Indemnitee of written notice of its election to do soconditioned or delayed. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the CompanyCompany and the receipt of any approval required under the preceding sentence, the Company will not be liable to such Indemnitee under this Agreement for any fees of counsel subsequently incurred by such Indemnitee with respect to the same Claimdefense of such Claims; provided that, : (i) the Indemnitee shall have the right to employ such Indemnitee’s counsel in connection with any such Claim at the Indemnitee’s expense and (ii) if (A) the employment of counsel by the 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) such counsel for Indemnitee shall have reasonably concluded provided the Company with a written opinion that there is or there is reasonably likely to be a conflict of interest between the Company and such 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 fees and expenses of the Indemnitee’s counsel shall be 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, action or proceeding against any Indemnitee without the consent of such Indemnitee, provided such settlement includes a full release of the Indemnitee by the claimant from all liabilities or potential liabilities under such claim.

Selection of Counsel. In the event the Company Indemnitors shall be obligated hereunder -------------------- under Section 2(a) hereof to pay the Expenses expenses of any Claimproceeding against Indemnitee, Indemnitors, unless Indemnitee determines that a conflict of interest exists between the Company Indemnitee and Indemnitors with respect to a particular claim, shall be entitled to assume the defense of such Claimproceeding, with counsel approved by the applicable Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to such Indemnitee of written notice of 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 CompanyIndemnitors, the Company Indemnitors will not be liable to such Indemnitee under this Agreement for any fees of counsel subsequently incurred by such Indemnitee with respect to the same Claimproceeding; provided that, that (i) the Indemnitee -------- shall have the right to employ such Indemnitee’s his own separate counsel in any such Claim proceeding in addition to or in place of any counsel retained by Indemnitors on behalf of Indemnitee at the Indemnitee’s expense 's expense, and (ii) if (A) the employment of counsel by the Indemnitee has been previously authorized by the CompanyIndemnitors, (B) such Indemnitee shall have reasonably concluded that there is may be a conflict of interest between the Company Indemnitors and such Indemnitee in the conduct of any such defense, or (C) the Company Indemnitors 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 the Indemnitee’s 's counsel shall be 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, action or proceeding against any Indemnitee without the consent of such Indemnitee, provided such settlement includes a full release of the Indemnitee by the claimant from all liabilities or potential liabilities under such claimIndemnitors.

Selection of Counsel. In the event the Company Trust shall be obligated hereunder under Section 2(b) hereof to pay the Expenses of any proceeding against Indemnitee, the Trust, unless the Indemnitee determines that a conflict of interest exists between the Indemnitee and the Trust with respect to a particular Claim, the Company shall be entitled to assume the defense of such Claimproceeding, with counsel approved by the applicable Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to such Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the CompanyTrust, the Company Trust will be not be liable to such Indemnitee under this Agreement for any fees of counsel subsequently incurred by such Indemnitee with respect to the same Claim; proceeding, provided that, that (i) the Indemnitee shall have the right to employ such Indemnitee’s his own separate counsel in any such Claim proceeding in addition to or in place of any counsel retained by the Trust on behalf of Indemnitee at the Indemnitee’s expense 's expense; and (ii) if (A) the employment of counsel by the Indemnitee has been previously authorized by the CompanyTrust, (B) such Indemnitee shall have reasonably concluded that there is may be a conflict of interest between the Company Trust and such Indemnitee in the conduct of any such defense, defense or (C) the Company Trust 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 the Indemnitee’s 's counsel shall be 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, action or proceeding against any Indemnitee without the consent of such Indemnitee, provided such settlement includes a full release of the Indemnitee by the claimant from all liabilities or potential liabilities under such claimTrust.

Selection of Counsel. In the event the Company shall be obligated hereunder under Section 3(a) hereof to pay the Expenses expenses of any Claimproceeding against Indemnitee, the Company shall be entitled to assume the defense of such Claimproceeding, with counsel approved by the applicable Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to such Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to such Indemnitee under this Agreement for any fees of counsel subsequently incurred by such Indemnitee with respect to the same Claim; proceeding, provided that, that (i) the Indemnitee shall have the right to employ such Indemnitee’s counsel in any such Claim proceeding at the Indemnitee’s expense expense; and (ii) if (A) the employment of counsel by the Indemnitee has been previously authorized by the Company, (B) such Indemnitee shall have reasonably concluded that there is may be a conflict of interest between the Company and such 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 the Indemnitee’s counsel shall be at the expense of the Company. The As long as the Company has otherwise complied with the terms hereof, the Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claimaction, action suit or proceeding against any Indemnitee without the consent of such Indemnitee, provided such settlement includes a full release of the Indemnitee by the claimant from all liabilities or potential liabilities under such claimaction, suit or proceeding.

Selection of Counsel. In the event If the Company shall be obligated hereunder to pay the or advance Expenses of or indemnify Indemnitee with respect to any ClaimLosses, the Company shall be entitled to assume the defense of such Claimany related Claims, with counsel approved selected by the applicable 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 such Indemnitee of written notice of its election to do soconditioned or delayed. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the CompanyCompany and the receipt of any approval required under the preceding sentence, the Company will not be liable to such Indemnitee under this Agreement for any fees of counsel subsequently incurred by such Indemnitee with respect to the same Claimdefense of such Claims; provided thatprovided, that (i) the Indemnitee shall have the right to employ such Indemnitee’s counsel in connection with any such Claim at the Indemnitee’s expense expense, and (ii) if (A) the employment of counsel by the 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) such counsel for Indemnitee shall have reasonably concluded provided the Company with a written legal opinion that there is, or there is reasonably likely to be, a conflict of interest between the Company and such 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 counsel shall be 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, action or proceeding against any Indemnitee without the consent of such Indemnitee, provided such settlement includes a full release of the Indemnitee by the claimant from all liabilities or potential liabilities under such claim.

Selection of Counsel. In the event the Company CACI shall be obligated hereunder under Section 4(a) of this Agreement to pay the Expenses expenses of any ClaimProceeding involving the Indemnified Party, the Company CACI shall be entitled to participate in such Proceeding and, to the extent it shall wish, to assume the defense of such ClaimProceeding, with counsel chosen by CACI and approved by the applicable IndemniteeIndemnified Party, which approval shall not be unreasonably withheld, upon withheld or delayed. Upon the delivery to such Indemnitee the Indemnified Party of written notice of its election to do so. After delivery of assume such noticedefense, approval of such counsel by the Indemnitee Indemnified Party and the retention of such counsel by the CompanyCACI, the Company CACI will not be liable to such Indemnitee the Indemnified Party under this Agreement for any fees of counsel or other expenses subsequently incurred by such Indemnitee the Indemnified Party in connection with respect to the defense of the same Claim; provided thatProceeding, except for fees and expenses incurred by the Indemnified Party as a consequence of the Indemnified Party’s obligation to cooperate with CACI in the defense of such matters (as set forth in Section 4(d) of this Agreement). Notwithstanding the foregoing, the reasonable fees and expenses of the Indemnified Party’s counsel shall be paid by CACI only if (i) the Indemnitee shall have the right to employ such Indemnitee’s counsel in any such Claim at the Indemnitee’s expense and (ii) if (A) the employment of counsel by the Indemnitee Indemnified Party has been previously authorized by the CompanyCACI, (Bii) such Indemnitee the Indemnified Party shall have reasonably concluded that that, under applicable standards of professional responsibility applicable to attorneys, there is may be a material conflict of interest between CACI and the Company and such Indemnitee Indemnified Party in the conduct of any such defensedefense or that such counsel and the Indemnified Party have fundamental and material disagreements as to the proper method of managing the litigation, or (Ciii) the Company CACI shall not continue to retain such not, in fact, have employed counsel to defend assume the defense of such Claim, then the fees and expenses of the Indemnitee’s counsel shall be at the expense of the CompanyProceeding. The Company Indemnified Party shall have the right to conduct employ his own counsel in any such defense as it sees fit in its sole discretion, including Proceeding at the right to settle any claim, action or proceeding against any Indemnitee without the consent of such Indemnitee, provided such settlement includes a full release of the Indemnitee by the claimant from all liabilities or potential liabilities under such claimIndemnified Party’s expense.

Selection of Counsel. In the event the Company Indemnifying Parties shall be obligated hereunder under Section 7 hereof to pay the Expenses of any ClaimProceeding against Indemnitee, the Company Indemnifying Parties, if appropriate, shall be entitled to assume the defense of such ClaimProceeding, with counsel approved by the applicable Indemnitee, which approval shall not be unreasonably withhelddelayed, upon the delivery to such Indemnitee of written notice of 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 CompanyIndemnifying Parties, the Company Indemnifying Parties will not be liable to such Indemnitee under this Agreement for any fees of counsel subsequently incurred by such Indemnitee with respect to the same Claim; Proceeding, provided that, that (i) the Indemnitee shall have the right to employ such Indemnitee’s his or her counsel in any such Claim Proceeding at the Indemnitee’s expense 's expense; and (ii) if (A) the employment of counsel by the Indemnitee Xxxxxxxxxx has been previously authorized by the CompanyIndemnifying Parties, (B) such Indemnitee shall have reasonably concluded that there is may be a conflict of interest between the Company Indemnifying Parties and such Indemnitee in the conduct of any such defense, defense or (C) the Company Indemnifying Parties 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 the Indemnitee’s 's counsel shall be 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, action or proceeding against any Indemnitee without the consent of such Indemnitee, provided such settlement includes a full release of the Indemnitee by the claimant from all liabilities or potential liabilities under such claimIndemnifying Parties.

Selection of Counsel. In the event the Company shall be obligated hereunder under Section 2(a) hereof to pay the Expenses of Indemnitee’s expenses in connection with any ClaimProceeding, the Company Company, if appropriate, shall be entitled to assume the defense of such ClaimProceeding, with counsel approved by the applicable Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to such Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to such Indemnitee under this Agreement for any fees of counsel subsequently incurred by such Indemnitee with respect to the same ClaimProceeding; provided that, (i) the that Indemnitee shall have the right to employ such Indemnitee’s counsel in any such Claim Proceeding at the Indemnitee’s expense expense; and (ii) provided further that if (Ai) the Company has expressly authorized (and continues to authorize) the employment of counsel by Indemnitee at the Indemnitee has been previously authorized Company’s expense, (ii) the use of counsel chosen by the Company, (B) Company to represent Indemnitee would present such Indemnitee shall have reasonably concluded that there is counsel with a conflict of interest between the Company and such Indemnitee in the conduct of any such defenseinterest, or (Ciii) the Company shall not continue not, in fact, have employed counsel reasonably satisfactory to retain such counsel to defend such Claim, then the fees and expenses Indemnitee within a reasonable time after notice of the Indemnitee’s institution of such Proceeding, Indemnitee shall have the right to employ counsel shall be 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, action or proceeding against any Indemnitee without the consent of such Indemnitee, provided such settlement includes a full release of the Indemnitee by the claimant from all liabilities or potential liabilities under such claimaccordance herewith.

Selection of Counsel. In the event the Company shall be obligated hereunder under Section 2(a) hereof to pay the Expenses expenses of any Claimproceeding against Indemnitee, the Company Company, if appropriate, shall be entitled to assume the defense of such Claimproceeding, with counsel approved by the applicable Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to such Indemnitee of written notice of its election so to do sodo. Notwithstanding the foregoing, the Company shall not be permitted to settle any action or claim on behalf of Indemnitee in any manner which would require any acknowledgment of wrongdoing on the part of Indemnitee without Indemnitee's written consent, which consent shall not be unreasonably withheld. After delivery of 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 such Indemnitee under this Agreement for any fees of counsel subsequently incurred by such Indemnitee with respect to the same Claim; proceeding, provided that, that (i) the Indemnitee shall have the right to employ such Indemnitee’s his counsel in any such Claim proceeding at the Indemnitee’s expense 's expense; and (ii) if (A) the employment of counsel by the Indemnitee has been previously authorized by the Company, (B) such Indemnitee shall have reasonably concluded that there is may be a conflict of interest between the Company and such 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 the Indemnitee’s 's counsel shall be 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, action or proceeding against any Indemnitee without the consent of such Indemnitee, provided such settlement includes a full release of the Indemnitee by the claimant from all liabilities or potential liabilities under such claim.

Selection of Counsel. In the event the Company Double-Take shall be obligated hereunder to pay provide indemnification for or make any Expense Advances with respect to the Expenses of any Claim, the Company Double-Take, if appropriate, shall be entitled to assume the defense of such Claim, Claim with counsel approved by the applicable Indemnitee, Indemnified Person (which approval shall not be unreasonably withheld, ) upon the delivery to such Indemnitee Indemnified Person of written notice of its Double-Take’s election to do so. After delivery of such notice, approval of such counsel by the Indemnitee Indemnified Person and the retention of such counsel by the CompanyDouble-Take, the Company Double-Take will not be liable to such Indemnitee Indemnified Person under this Agreement for any fees or expenses of separate counsel subsequently incurred retained by such Indemnitee or on behalf of Indemnified Person with respect to the same Claim; provided provided, that, (i) the Indemnitee Indemnified Person shall have the right to employ such IndemniteeIndemnified Person’s separate counsel in any such Claim at the IndemniteeIndemnified Person’s expense and (ii) if (A) the employment of separate counsel by the Indemnitee Indemnified Person has been previously authorized by the CompanyDouble-Take, (B) such Indemnitee Indemnified Person shall have reasonably concluded that there is may be a conflict of interest between the Company Double-Take and such Indemnitee Indemnified Person in the conduct of any such defense, or (C) the Company Double-Take shall not continue to retain such counsel to defend such Claim, then the fees and expenses of the IndemniteeIndemnified Person’s separate counsel shall be 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, action Expenses for which Indemnified Person may receive indemnification or proceeding against any Indemnitee without the consent of such Indemnitee, provided such settlement includes a full release of the Indemnitee by the claimant from all liabilities or potential liabilities under such claimExpense Advances hereunder.

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses expenses of any Claimproceeding against Indemnitee, the Company shall be entitled to assume the defense of such Claim, proceeding with counsel approved selected by the Company, if it and such counsel may appropriately do so under applicable Indemnitee, legal and ethical requirements and subject to the approval of such counsel by Indemnitee (which approval shall not be unreasonably withheldwithheld or delayed), upon the delivery to such Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will shall not be liable to such Indemnitee under this Agreement for any fees of counsel subsequently incurred by such Indemnitee with respect to the same Claimproceeding; provided thatprovided, that (i) the Indemnitee shall have the right to employ such counsel of Indemnitee’s counsel 's choice in any such Claim proceeding at the Indemnitee’s expense 's expense, and (ii) if (A) the employment of separate counsel by the Indemnitee has been previously authorized by the Company, (B) such Indemnitee shall have reasonably concluded that there is may be a conflict of interest between the Company and such Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such in fact have employed counsel to defend assume the defense of such Claimproceeding within thirty (30) days of its notice of intention to assume the defense of the proceeding, then or such shorter period as shall be necessary to avoid adversely affecting the defense of Indemnitee, then, in any of the foregoing cases, the fees and expenses of the Indemnitee’s 's counsel shall be at the expense of paid by 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, action or proceeding against any Indemnitee without the consent of such Indemnitee, provided such settlement includes a full release of the Indemnitee by the claimant from all liabilities or potential liabilities under such claim.

Selection of Counsel. In the event the Company shall be obligated hereunder -------------------- under Section 1(b) or (c) hereof to pay the Expenses of any ClaimProceeding against Indemnitee, the Company shall be entitled to assume the defense of such ClaimProceeding, with counsel approved by the applicable Indemnitee, which approval Indemnitee (who shall not be unreasonably withheldwithhold such approval), upon the delivery to such Indemnitee of written notice of 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 Company, the Company will not be liable to such Indemnitee under this Agreement for any fees of counsel subsequently incurred by such Indemnitee with respect to the same Claim; Proceeding, provided that, (i) the Indemnitee ------------- shall have the right to employ such Indemnitee’s 's counsel in any such Claim proceeding at the Indemnitee’s expense 's expense; and (ii) if (A) the employment of counsel by the Indemnitee has been previously authorized in writing by the Company, (B) such Indemnitee shall have reasonably concluded that there is may be a conflict of interest between the Company and such Indemnitee in the conduct of any such defensedefense and shall have notified the Company in writing thereof, (C) Indemnitee shall have reasonably concluded that there may be a conflict of interest between Indemnitee and other indemnitees of the Company being represented by counsel retained by the Company in the same Proceeding and shall have notified the Company in writing thereof, or (CD) the Company shall not continue to retain such not, in fact, have employed counsel to defend assume the defense of such ClaimProceeding within a reasonable time frame, then the reasonable fees and expenses of the Indemnitee’s 's counsel shall be 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, action or proceeding against any Indemnitee without the consent of such Indemnitee, provided such settlement includes a full release of the Indemnitee by the claimant from all liabilities or potential liabilities under such claim.

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of such Claim, with legal counsel reasonably approved by the applicable Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to such Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such legal counsel by the Indemnitee and the retention of such legal counsel by the Company, the Company will not be liable to such Indemnitee under this Agreement for any fees of counsel subsequently incurred by such Indemnitee with respect to the same Claim; provided that, (i) the Indemnitee shall have the right to employ such Indemnitee’s legal counsel in any such Claim at the Indemnitee’s expense; (ii) the Indemnitee shall have the right to employ its own legal counsel in connection with any such proceeding, at the expense of the Company, if such legal counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (iiiii) if (A) the employment of legal counsel by the Indemnitee has been previously authorized by the Company, (B) such Indemnitee shall have reasonably concluded that there is a conflict of interest between the Company and such Indemnitee in the conduct of any such defense, or (C) the Company shall not in fact continue to retain such legal counsel to defend such Claim, then the fees and expenses of the Indemnitee’s legal counsel shall be 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, action or proceeding against any Indemnitee without the consent of such Indemnitee, provided such settlement includes a full release of the Indemnitee by the claimant from all liabilities or potential liabilities under such claim.

Selection of Counsel. In the event the Company shall be -------------------- obligated hereunder under this ARTICLE 3 to pay the Expenses of any Claimindemnify Indemnitee, the Company shall be entitled to assume the defense of such ClaimProceeding, with counsel approved by the applicable Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to such Indemnitee of written notice of its election so to do sodo. In this regard, Loeb & Loeb LLP is hereby approved by Indemnitee as counsel for the Company. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will shall not be liable to such Indemnitee under this Agreement for any fees of counsel subsequently incurred by such Indemnitee with respect to the same Claim; Proceeding, provided that, that (i) the Indemnitee shall have the right to employ such Indemnitee’s his own counsel in any such Claim Proceeding at the Indemnitee’s expense 's expense; and (ii) if (A) the employment of counsel by the Indemnitee has been previously authorized by the Company, (B) such Indemnitee shall have reasonably concluded that there is may be a conflict of interest between the Company and such 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 the Indemnitee’s 's counsel shall be at the expense of borne by 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, action or proceeding against any Indemnitee without the consent of such Indemnitee, provided such settlement includes a full release of the Indemnitee by the claimant from all liabilities or potential liabilities under such claim.

Selection of Counsel. In the event the Company shall be obligated hereunder to pay provide indemnification for or make any Expense Advances with respect to the Expenses of any Claim, the Company Company, if appropriate, shall be entitled to assume the defense of such Claim, Claim with counsel approved by the applicable Indemnitee, Indemnitee (which approval shall not be unreasonably withheld, ) upon the delivery to such Indemnitee of written notice of its the Company's 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 such Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently incurred employed by such or on behalf of Indemnitee with respect to the same Claim; provided that, (i) the Indemnitee shall have the right to employ such Indemnitee’s 's separate 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) such Indemnitee shall have reasonably concluded that there is may be a conflict of interest between the Company and such 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 's separate counsel shall be at the expense of the Expenses for which Indemnitee may receive indemnification or Expense Advances hereunder. Settlement by Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right be permitted to settle any claim, action except that it shall not settle any action or proceeding against claim in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee's written consent. Neither the Company nor Indemnitee will unreasonably withhold its consent of such Indemnitee, provided such settlement includes a full release of the Indemnitee by the claimant from all liabilities or potential liabilities under such claimto any proposed settlement.

Selection of Counsel. In the event If the Company shall be obligated hereunder to pay the or advance Expenses of or indemnify Indemnitee with respect to any ClaimLosses, the Company shall be entitled to assume the defense of such Claimany related Claims, with counsel approved selected by the applicable Company; provided that such counsel shall be subject to the prior written approval of Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to such Indemnitee of written notice of its election to do soconditioned or delayed. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the CompanyCompany and the receipt of any approval required under the preceding sentence, the Company will not be liable to such Indemnitee under this Agreement for any fees of counsel subsequently incurred by such Indemnitee with respect to the same Claimdefense of such Claims; provided that, that (i) the Indemnitee shall have the right to employ such Indemnitee’s counsel in connection with any such Claim at the Indemnitee’s expense expense, and (ii) if (A) the employment of counsel by the 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) such counsel for Indemnitee shall have reasonably concluded provided the Company with a written legal opinion that there is, or there is reasonably likely to be, a conflict of interest between the Company and such 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 counsel shall be 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, action or proceeding against any Indemnitee without the consent of such Indemnitee, provided such settlement includes a full release of the Indemnitee by the claimant from all liabilities or potential liabilities under such claim.

Selection of Counsel. In the event the Company shall be obligated hereunder -------------------- under Section 1(a) or (b) hereof to pay the Expenses expenses of any Claimproceeding against Indemnitee, the Company shall be entitled to assume the defense of such Claimproceeding, with counsel approved by the applicable Indemnitee, Indemnitee (which approval shall not be unreasonably withheldwithhold such approval), upon the delivery to such Indemnitee of written notice of 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 Company, the Company will not be liable to such Indemnitee under this Agreement for any fees of counsel subsequently incurred by such Indemnitee with respect to the same Claim; provided proceeding, provided, that, (i) the Indemnitee shall have the right to employ such Indemnitee’s his counsel in any -------- ---- such Claim proceeding at the Indemnitee’s expense 's expense; and (ii) if (A) the employment of counsel by the Indemnitee has been previously authorized in writing by the Company, (B) such Indemnitee shall have reasonably concluded that there is may be a conflict of interest between the Company and such Indemnitee in the conduct of any such defensedefense and shall have notified the Company in writing thereof, (C) Indemnitee shall have reasonably concluded that there may be a conflict of interest between Indemnitee and other indemnitees of the Company being represented by counsel retained by the Company in the same proceeding and shall have notified the Company in writing thereof or (CD) the Company shall not continue to retain such not, in fact, have employed counsel to defend assume the defense of such Claimproceeding, then the fees and expenses of the Indemnitee’s 's counsel shall be 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, action or proceeding against any Indemnitee without the consent of such Indemnitee, provided such settlement includes a full release of the Indemnitee by the claimant from all liabilities or potential liabilities under such claim.

Selection of Counsel. In the event the Company shall be obligated hereunder under Section 3(a) to pay advance the Expenses expenses of any ClaimProceeding against Indemnitee, the Company Company, if appropriate, shall be entitled to assume the defense of such ClaimProceeding, with counsel approved by Indemnitee, upon the applicable delivery to Indemnitee of written notice of its election and approval of counsel by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to such Indemnitee of written notice of its election to do so. After the delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will shall not be liable to such Indemnitee under this Agreement for any fees of counsel subsequently incurred by such Indemnitee with respect to the same Claim; Proceeding, except as provided that, (i) the below. The Indemnitee shall have the right to employ such Indemnitee’s his or her own counsel in any such Claim Proceeding at the Indemnitee’s expense and unless: (ii) if (Ai) the employment of counsel by the Indemnitee has been previously authorized by the Company, (Bii) such Indemnitee shall have reasonably concluded that there is may be a material conflict of interest between the Company and such Indemnitee in the conduct of any such defense, or (Ciii) the Company shall not continue to retain such not, in fact, have employed counsel to defend assume the defense of such ClaimProceeding, then or (iv) the fees and expenses are non-duplicative and reasonably incurred in connection with Indemnitee’s role in the Proceeding despite the Company’s assumption of the defense, in each of which cases the fees and expenses of the Indemnitee’s counsel shall be at the expense of the Company. The Company shall have not be entitled to assume the right to conduct such defense as it sees fit in its sole discretion, including the right to settle of any claim, action Proceeding brought by or proceeding against any Indemnitee without the consent of such Indemnitee, provided such settlement includes a full release on behalf of the Company, or as to which Indemnitee shall have made the determination provided for in (ii) above or under the circumstances provided for in (iii) above. Indemnitee agrees that any such separate counsel retained by Indemnitee will be a member of any approved list of panel counsel under the claimant from all liabilities or potential liabilities under Company’s applicable directors’ and officers’ insurance policy, should the applicable policy provide for a panel of approved counsel and should such claimapproved panel list comprise law firms with well-established reputations in the type of litigation at issue.

Selection of Counsel. In the event the Company shall be obligated hereunder to pay provide indemnification for or make any Expense Advances with respect to the Expenses of any Proceeding or Claim, the Company Company, if appropriate, shall be entitled to assume the defense of such Claim, Proceeding or Claim with counsel approved by the applicable Indemnitee, Indemnitee (which approval shall not be unreasonably withheld, conditioned or delayed) upon the delivery to such Indemnitee of a written notice of its the Company’s 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 such Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently incurred employed by such or on behalf of Indemnitee with respect to the same Proceeding or Claim; provided thatprovided, however, that (i) the Indemnitee shall have the right to employ such Indemnitee’s separate counsel in any such Proceeding or Claim at the Indemnitee’s expense and (ii) if (A) the employment of separate counsel by the Indemnitee has been previously authorized by the Company, (B) such Indemnitee shall have reasonably concluded (based on legal advice) that there is may be a conflict of interest between the Company and such 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 counsel shall be 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, action Expenses for which Indemnitee may receive indemnification or proceeding against any Indemnitee without the consent of such Indemnitee, provided such settlement includes a full release of the Indemnitee by the claimant from all liabilities or potential liabilities under such claimExpense Advances hereunder.

Selection of Counsel. In the event If the Company shall be obligated hereunder to pay the or advance Expenses of or indemnify Indemnitee with respect to any ClaimLosses, the Company shall be entitled to assume the defense of such Claimany related Claims, with counsel approved selected by the applicable Company; provided, that such counsel shall be subject to the prior written approval of Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to such Indemnitee of written notice of its election to do soconditioned or delayed. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the CompanyCompany and the receipt of any approval required under the preceding sentence, the Company will not be liable to such Indemnitee under this Agreement for any fees of counsel subsequently incurred by such Indemnitee with respect to the same Claimdefense of such Claims; provided thatprovided, that (i) the Indemnitee shall have the right to employ such Indemnitee’s counsel in connection with any such Claim at the Indemnitee’s expense expense, and (ii) if (A) the employment of counsel by the 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) such counsel for Indemnitee shall have reasonably concluded provided the Company with a written legal opinion that there is, or there is reasonably likely to be, a conflict of interest between the Company and such 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 counsel shall be 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, action or proceeding against any Indemnitee without the consent of such Indemnitee, provided such settlement includes a full release of the Indemnitee by the claimant from all liabilities or potential liabilities under such claim.

Selection of Counsel. In the event the Company shall be obligated hereunder -------------------- under Section 1(b) or (c) hereof to pay the Expenses of any ClaimProceeding against Indemnitee, the Company shall be entitled to assume the defense of such ClaimProceeding, with counsel approved by the applicable Indemnitee, which approval Indemnitee (who shall not be unreasonably withheldwithhold such approval), upon the delivery to such Indemnitee of written notice of 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 Company, the Company will not be liable to such Indemnitee under this Agreement for any fees of counsel subsequently incurred by such Indemnitee with respect to the same Claim; Proceeding, provided that, (i) the Indemnitee -------- ---- shall have the right to employ such Indemnitee’s 's counsel in any such Claim proceeding at the Indemnitee’s expense 's expense; and (ii) if (A) the employment of counsel by the Indemnitee has been previously authorized in writing by the Company, (B) such Indemnitee shall have reasonably concluded that there is may be a conflict of interest between the Company and such Indemnitee in the conduct of any such defensedefense and shall have notified the Company in writing thereof, (C) Indemnitee shall have reasonably concluded that there may be a conflict of interest between Indemnitee and other indemnitees of the Company being represented by counsel retained by the Company in the same Proceeding and shall have notified the Company in writing thereof, or (CD) the Company shall not continue to retain such not, in fact, have employed counsel to defend assume the defense of such ClaimProceeding within a reasonable time frame, then the reasonable fees and expenses of the Indemnitee’s 's counsel shall be 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, action or proceeding against any Indemnitee without the consent of such Indemnitee, provided such settlement includes a full release of the Indemnitee by the claimant from all liabilities or potential liabilities under such claim.

Selection of Counsel. In the event that the Company shall be obligated hereunder under this Agreement to pay the Expenses of any ClaimProceeding against the Indemnitee, the Company shall be entitled to assume the defense of such ClaimProceeding, with counsel approved by the applicable Indemnitee, which approval Indemnitee (who shall not be unreasonably withheldwithhold such approval), upon the delivery to such the Indemnitee of written notice of 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 such the Indemnitee under this Agreement for any fees of counsel subsequently incurred by such the Indemnitee with respect to the same ClaimProceeding; provided thatprovided, that (i) the Indemnitee shall have the right to employ such Indemnitee’s his or her own counsel in any such Claim Proceeding at the Indemnitee’s expense expense; and (ii) if (A) the employment of counsel by the Indemnitee has been previously authorized in writing by the Company, (B) such the Indemnitee shall have reasonably concluded that there is may be a conflict of interest between the Company and such the Indemnitee in the conduct of any such defensedefense and shall have notified the Company in writing thereof, or (C) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Indemnitee and other indemnitees of the Company being represented by counsel retained by the Company in the same Proceeding and shall have notified the Company in writing thereof, or (D) the Company shall not continue to retain such not, in fact, have employed counsel to defend assume the defense of such ClaimProceeding within a reasonable time frame, then the reasonable fees and expenses of the Indemnitee’s counsel shall be 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, action or proceeding against any Indemnitee without the consent of such Indemnitee, provided such settlement includes a full release of the Indemnitee by the claimant from all liabilities or potential liabilities under such claim.

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of such Claim, with counsel approved by the applicable Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to such Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to such Indemnitee under this Agreement for any fees of counsel subsequently incurred by such Indemnitee with respect to the same Claim; provided that, (i) the Indemnitee shall have the right to employ such Indemnitee’s counsel in any such Claim at the Indemnitee’s expense and (ii) if (A) the employment of counsel by the Indemnitee has been previously authorized by the Company, (B) such Indemnitee shall have reasonably concluded that there is an actual conflict of interest, or a potential conflict of interest that is material and reasonably likely, between the Company and such 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 counsel shall be at the expense of the Company. The As long as the Company has otherwise complied with the terms hereof, the Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim, action or proceeding against any Indemnitee without the consent of such Indemnitee, provided such settlement includes a full release of the Indemnitee by the claimant from all liabilities or potential liabilities under such claim.

Selection of Counsel. In the event If the Company shall be obligated hereunder to pay the or advance Expenses of or indemnify Indemnitee with respect to any ClaimLosses, the Company shall be entitled to assume the defense of such Claimany related Claims, with counsel approved selected by the applicable Company and reasonably acceptable to Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to such Indemnitee of written notice of its election to do soconditioned or delayed. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the CompanyCompany and the receipt of any approval required under the preceding sentence, the Company will not be liable to such Indemnitee under this Agreement for any fees of counsel subsequently incurred by such Indemnitee with respect to the same Claimdefense of such Claims; provided provided, however, that, : (i) the Indemnitee shall have the right to employ such Indemnitee’s counsel in connection with any such Claim at the Indemnitee’s expense and (ii) if (A) the employment of counsel by the 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) such counsel for Indemnitee shall have reasonably concluded or counsel for the Company has provided the Company with a written opinion that there is or there is reasonably likely to be a conflict of interest between the Company and such Indemnitee on any significant issue in the conduct of any such defense, defense or (C) the Company shall not continue to retain has ceased its retention of such counsel to defend such Claim, then the fees and expenses of the Indemnitee’s counsel shall be at the expense of the Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretionnot be entitled, including the right to settle any claim, action or proceeding against any Indemnitee without the consent of such Indemnitee, provided such settlement includes a full release to assume the defense of any Claim brought by or in the right of the Company or as to which counsel for the Company or counsel for the Indemnitee by shall have reasonably made the claimant from all liabilities or potential liabilities under such claimconclusion provided for in clause (B) in the immediately preceding sentence.

Selection of Counsel. In the event If the Company shall be obligated hereunder to pay the or advance Expenses of or indemnify Indemnitee with respect to any ClaimLosses, the Company shall be entitled to assume the defense of such Claimany related Claims, with counsel approved selected by the applicable Company and reasonably acceptable to Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to such Indemnitee of written notice of its election to do soconditioned or delayed. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the CompanyCompany and the receipt of any approval required under the preceding sentence, the Company will not be liable to such Indemnitee under this Agreement for any fees of counsel subsequently incurred by such Indemnitee with respect to the same Claimdefense of such Claims; provided provided, however, that, : (i) the Indemnitee shall have the right to employ such Indemnitee’s counsel in connection with any such Claim at the Indemnitee’s expense and (ii) if (A) the employment of counsel by the 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) such counsel for Indemnitee shall have reasonably concluded or counsel for the Company has provided the Company with a written opinion that there is or there is reasonably likely to be a conflict of interest between the Company and such Indemnitee on any significant issue in the conduct of any such defense, defense or (C) the Company shall not continue to retain has ceased its retention of such counsel to defend such Claim, then the fees and expenses of the Indemnitee’s counsel shall be at the expense of the Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretionnot be entitled, including the right to settle any claim, action or proceeding against any Indemnitee without the consent of such Indemnitee, provided such settlement includes a full release to assume 4894-3716-4339v.1 the defense of any Claim brought by or in the right of the Company or as to which counsel for the Company or counsel for the Indemnitee by shall have reasonably made the claimant from all liabilities or potential liabilities under such claimconclusion provided for in clause (B) in the immediately preceding sentence.

Selection of Counsel. In the event the Company shall be obligated hereunder under Section 2 hereof to pay the Expenses expenses of any Claimproceeding against Indemnitee, the Company Trust shall be entitled to assume the defense of such Claimproceeding, with counsel approved by the applicable Indemnitee, which approval Indemnitee (who shall not be unreasonably withheldwithhold such approval), upon the delivery to such Indemnitee of written notice of 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 CompanyTrust, the Company Trust will not be liable to such Indemnitee under this Agreement for any fees of counsel subsequently incurred by such Indemnitee with respect to the same Claim; proceeding, provided that, (i) the Indemnitee shall have the right to employ such Indemnitee’s counsel in any such Claim proceeding at the Indemnitee’s expense expense, and (ii) if (A) the employment of counsel by the Indemnitee has been previously authorized by the Company, (B) such Indemnitee shall have reasonably concluded that there is a conflict of interest between the Company and such 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 reasonable fees and expenses of the Indemnitee’s counsel shall be at the expense of the Company. The Company Trust if (A) the employment of counsel by Indemnitee has been previously authorized in writing by the Trust, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the right to Trust and Indemnitee in the conduct of any such defense as it sees fit and shall have notified the Trust in its sole discretionwriting thereof, including (C) Indemnitee shall have reasonably concluded that there may be a conflict of interest between Indemnitee and other indemnitees of the right Trust being represented by counsel retained by the Trust in the same proceeding and shall have notified the Trust in writing thereof, or (D) the Trust shall not, in fact, have employed counsel to settle any claim, action or proceeding against any Indemnitee without assume the consent defense of such Indemnitee, provided such settlement includes proceeding within a full release of the Indemnitee by the claimant from all liabilities or potential liabilities under such claimreasonable time frame.

Selection of Counsel. In the event the Company Indemnifying Parties shall be obligated hereunder under Section 7 hereof to pay the Expenses of any ClaimProceeding against Indemnitee, the Company Indemnifying Parties, if appropriate, shall be entitled to assume the defense of such ClaimProceeding, with counsel approved by the applicable Indemnitee, which approval shall not be unreasonably withhelddelayed, upon the delivery to such Indemnitee of written notice of 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 CompanyIndemnifying Parties, the Company Indemnifying Parties will not be liable to such Indemnitee under this Agreement for any fees of counsel subsequently incurred by such Indemnitee with respect to the same Claim; Proceeding, provided that, that (i) the Indemnitee shall have the right to employ such Indemnitee’s his or her counsel in any such Claim Proceeding at the Indemnitee’s expense expense; and (ii) if (A) the employment of counsel by the Indemnitee has been previously authorized by the CompanyIndemnifying Parties, (B) such Indemnitee shall have reasonably concluded that there is may be a conflict of interest between the Company Indemnifying Parties and such Indemnitee in the conduct of any such defense, defense or (C) the Company Indemnifying Parties 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 the Indemnitee’s counsel shall be 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, action or proceeding against any Indemnitee without the consent of such Indemnitee, provided such settlement includes a full release of the Indemnitee by the claimant from all liabilities or potential liabilities under such claimIndemnifying Parties.

Selection of Counsel. In the event the Company shall may be obligated hereunder to pay the Expenses of make any Claimindemnity in connection with a Proceeding, the Company shall be entitled to assume the defense of such Claim, Proceeding at its own expense with counsel approved by the applicable Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to such Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee 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 incurred employed by such or on behalf of Indemnitee with respect to the same Claim; provided thatProceeding. Notwithstanding the Company’s assumption of the defense of any such Proceeding, (i) the Indemnitee Company shall have be obligated to pay the right to employ such fees and expenses of Indemnitee’s counsel in any such Claim at to the Indemnitee’s expense and extent (ii) if (Ai) the employment of counsel by the Indemnitee has been previously is authorized by the Company, (Bii) such counsel for the Company or Indemnitee shall have reasonably concluded that there is a conflict of interest between the Company and such Indemnitee in the conduct of any such defense such that Indemnitee needs to be separately represented, (iii) the fees and expenses are non-duplicative and reasonably incurred in connection with Indemnitee’s role in the Proceeding despite the Company’s assumption of the defense, (iv) the Company is not financially or legally able to perform its indemnification obligations or (Cv) the Company shall not have retained, or shall not continue to retain retain, such counsel to defend such ClaimProceeding. Regardless of any provision in this Agreement, then the fees and expenses of the Indemnitee’s counsel shall be at the expense of the Company. The Company Indemnitee shall have the right to conduct such defense as it sees fit employ counsel in its sole discretionany Proceeding at Indemnitee’s personal expense. The Company shall not be entitled, including the right to settle any claim, action or proceeding against any Indemnitee without the consent of such Indemnitee, provided such settlement includes a full release to assume the defense of any claim brought by or in the right of the Company. Indemnitee by agrees to consult with the claimant from all liabilities Company and to consider in good faith the advisability and appropriateness of joint representation in the event that either the Company or potential liabilities under such claimother indemnitees in addition to Indemnitee require representation in connection with any Proceeding.

Selection of Counsel. In the event With respect to any Proceeding as to which Indemnitee notifies the Company shall of the commencement thereof, the Company will be obligated hereunder entitled to pay participate in the Expenses Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any ClaimProceeding, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company; (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding; (iii) after a Change in Control, the employment of counsel by Indemnitee has been approved by the independent counsel appointed pursuant to Section 6 hereof or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of such Claim, with counsel approved any Proceeding brought by the applicable Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to such Indemnitee or on behalf of written notice of 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 or as to such Indemnitee under this Agreement for any fees of counsel subsequently incurred by such Indemnitee with respect to the same Claim; provided that, (i) the which Indemnitee shall have made the right to employ such Indemnitee’s counsel determination provided for in any such Claim at the Indemnitee’s expense and (ii) if above or under the circumstances provided for in (Aiii) the employment of counsel by the Indemnitee has been previously authorized by the Company, and (Biv) such Indemnitee shall have reasonably concluded that there is a conflict of interest between the Company and such 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 counsel shall be 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, action or proceeding against any Indemnitee without the consent of such Indemnitee, provided such settlement includes a full release of the Indemnitee by the claimant from all liabilities or potential liabilities under such claimabove.

Selection of Counsel. In the event the Company shall be is obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to participate in the proceeding and assume the control of the defense of such Claim, with counsel reasonably approved by the applicable Indemnitee, which Indemnitee (such approval shall not be unreasonably withheld, delayed or conditioned), upon the delivery to such Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee Ixxxxxxxxx and the retention of such counsel by the CompanyCompany for the benefit of Indemnitee, the Company will not be liable to such Indemnitee under this Agreement for any fees of counsel other than counsel retained by the Company on Indemnitee’s behalf subsequently incurred by such Indemnitee with respect to the same Claim; provided that, (i) the Indemnitee shall have the right to employ such Indemnitee’s counsel in any such Claim at the Indemnitee’s expense and sole expense; (ii) if (A) Indemnitee shall have the employment right to employ Indemnitee’s own counsel in connection with such proceeding, at the expense of counsel by the Indemnitee has been previously authorized by 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 (Biii) such if the Company and Indemnitee shall have reasonably mutually concluded that there is a conflict of interest between the Company and such 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 the Indemnitee’s counsel reasonably approved by the Company (such approval shall not be unreasonably withheld, delayed or conditioned) shall be 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, action or proceeding against any Indemnitee without the consent of such Indemnitee, provided such settlement includes a full release of the Indemnitee by the claimant from all liabilities or potential liabilities under such claim.

Selection of Counsel. In the event If the Company shall be obligated hereunder under Section 1(a) or (b) hereof to pay the Expenses of any ClaimIndemnitee, the Company shall be entitled to assume the defense of such ClaimProceeding, with counsel approved by the applicable Indemnitee, which approval Indemnitee (who shall not be unreasonably withheldwithhold such approval), upon the delivery to such Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to such Indemnitee under this Agreement for any fees of counsel subsequently incurred by such Indemnitee with respect to the same Claim; Proceeding, provided that, (i) the Indemnitee shall have the right to employ such Indemnitee’s his or her counsel in any such Claim proceeding at the Indemnitee’s expense expense; and (ii) if (A) the employment of counsel by the Indemnitee has been previously authorized in writing by the Company, (B) such Indemnitee shall have reasonably concluded that there is may be a conflict of interest between the Company and such Indemnitee in the conduct of any such defensedefense and shall have notified the Company in writing thereof, (C) Indemnitee shall have reasonably concluded that there may be a conflict of interest between Indemnitee and other indemnitees of the Company being represented by counsel retained by the Company in the same Proceeding and shall have notified the Company in writing thereof, or (CD) the Company shall not continue to retain such not, in fact, have employed counsel to defend assume the defense of such ClaimProceeding within a reasonable time frame, then the reasonable fees and expenses of the Indemnitee’s counsel shall be 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, action or proceeding against any Indemnitee without the consent of such Indemnitee, provided such settlement includes a full release of the Indemnitee by the claimant from all liabilities or potential liabilities under such claim.

Selection of Counsel. In the event If the Company shall be obligated hereunder to pay the or advance Expenses of or indemnify Indemnitee with respect to any ClaimLosses, the Company shall be entitled to assume the defense of such Claimany related Claims, with counsel approved selected by the applicable IndemniteeCompany, PROVIDED THAT following a Change in Control, if any Former Directors are seeking indemnification in connection with any such Proceeding, such counsel shall be subject to the prior written approval of a majority of such Former Directors who are seeking indemnification, which approval shall not be unreasonably withheld, upon the delivery to such Indemnitee of written notice of its election to do sowithheld or delayed. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the CompanyCompany and the receipt of any approval required under the preceding sentence, the Company will not be liable to such Indemnitee under this Agreement for any fees of counsel subsequently incurred by such Indemnitee with respect to the same Claimdefense of such Claims; provided that, PROVIDED THAT: (i) the Indemnitee shall have the right to employ such Indemnitee’s counsel in connection with any such Claim at the Indemnitee’s expense 's expense; and (ii) if (A) the employment of counsel by the Indemnitee has been previously authorized by the Company, (B) such counsel for Indemnitee shall have reasonably concluded provided the Company with written advice that there is may reasonably be expected to exist a conflict of interest between the Company and such 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 's counsel shall be at the expense of the Company. The Company shall have may not settle or compromise any claim or consent to the right entry of any judgment with respect to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim, action or proceeding against any Indemnitee which indemnification is being sought hereunder without the prior written consent of such Indemnitee, provided such settlement includes a full release of the Indemnitee by the claimant from all liabilities or potential liabilities under (such claimconsent not to be unreasonably withheld).

Selection of Counsel. In the event If the Company shall be obligated hereunder under Section 2(a) hereof to pay the Expenses expenses of any Claimproceeding against Indemnitee, the Company Company, if appropriate, shall be entitled to assume the defense of such Claimproceeding, with counsel selected by the Company and approved by the applicable Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to such Indemnitee of written notice of 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 Company, the Company will not be liable to such Indemnitee under this Agreement for any fees of counsel subsequently incurred by such Indemnitee with respect to the same Claim; proceeding, provided that, that (i) the Indemnitee shall have the right to employ such Indemnitee’s counsel in any such Claim proceeding at Indemnitee's expense; (ii) Indemnitee shall have the right to employ Indemnitee’s own counsel in connection with any such proceeding, upon the Company’s approval at the Indemnitee’s expense of the Company if such counsel serves only in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (iiiii) if (A) the employment of counsel by the Indemnitee has been previously authorized by the Company, (B) such Indemnitee shall have reasonably concluded that there is may be a conflict of interest between the Company and such 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 the Indemnitee’s 's counsel shall be at the expense of the Company. The Company shall have not be liable to indemnify Indemnitee or advance expenses to Indemnitee under this Agreement for any amounts paid in settlement of any proceeding effected by Indemnitee without the right Company’s written consent, which consent shall not be unreasonably withheld, unless Indemnitee receives court approval for such settlement or other disposition where the Company had the opportunity to conduct oppose Indemnitee's request for such defense as it sees fit in its sole discretion, including the right court approval. The Company shall be permitted to settle any claim, action proceeding except that it shall not settle any proceeding in any manner which would impose any penalty or proceeding against any limitation on Indemnitee without Indemnitee’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold its consent of such Indemnitee, provided such settlement includes a full release of the Indemnitee by the claimant from all liabilities or potential liabilities under such claimto any proposed settlement.

Selection of Counsel. In the event the Company shall be is obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to participate in the proceeding and assume the control of the defense of such Claim, with counsel reasonably approved by the applicable Indemnitee, which Indemnitee (such approval shall not be unreasonably withheld, delayed or conditioned), upon the delivery to such Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to such Indemnitee under this Agreement for any fees of counsel subsequently incurred by such Indemnitee with respect to the same Claim; provided that, (i) the Indemnitee shall have the right to employ such Indemnitee’s counsel in any such Claim at the Indemnitee’s expense and sole expense; (ii) if (A) Indemnitee shall have the employment right to employ Indemnitee’s own counsel in connection with such proceeding, at the expense of counsel by the Indemnitee has been previously authorized by 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 (Biii) such if the Company and Indemnitee shall have reasonably mutually concluded that there is a conflict of interest between the Company and such 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 the Indemnitee’s counsel reasonably approved by the Company (such approval shall not be unreasonably withheld, delayed or conditioned) shall be 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, action or proceeding against any Indemnitee without the consent of such Indemnitee, provided such settlement includes a full release of the Indemnitee by the claimant from all liabilities or potential liabilities under such claim.Indemnification Agreement - Molina - 5 -

Selection of Counsel. In the event the Company shall be obligated hereunder under Section 8 hereof to pay the Expenses expenses of any ClaimProceeding against Indemnitee, the Company Company, if appropriate, shall be entitled to assume the defense of such ClaimProceeding, with counsel approved by the applicable Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to such Indemnitee of written notice of 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 Company, the Company will not be liable to such Indemnitee under this Agreement for any fees of counsel subsequently paid or incurred by such Indemnitee with respect to the same Claim; Proceeding, provided that, that (ia) the Indemnitee shall have the right to employ such Indemnitee’s his counsel in any such Claim Proceeding at the Indemnitee’s expense expense; and (iib) if (A1) the employment of counsel by the Indemnitee has been previously authorized by the Company, (B2) such Indemnitee shall have reasonably concluded that there is may be a conflict of interest between the Company (or any other person or persons included in a joint defense) and such Indemnitee in the conduct of any such defense or representation by such counsel retained by the Company which would preclude such counsel from representing both the Indemnitee and the Company (or any other person or persons included in a joint defense) 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 the Indemnitee’s counsel shall be at the expense of the Company. The Company shall have not be entitled to assume the right to conduct such defense as it sees fit in its sole discretion, including the right to settle of any claim, action Proceeding brought by or proceeding against any Indemnitee without the consent of such Indemnitee, provided such settlement includes a full release on behalf of the Company or as to which Indemnitee by shall have reasonably made the claimant from all liabilities or potential liabilities under such claimconclusion provided for in (2) above.

Selection of Counsel. In the event the Company shall be obligated hereunder under Section 2(b) hereof to pay the Expenses of any proceeding against Indemnitee, the Company, unless the Indemnitee determines that a conflict of interest exists between the Indemnitee and the Company with respect to a particular Claim, the Company shall be entitled to assume the defense of such Claimproceeding, with counsel approved by the applicable Indemnitee, which approval shall not be unreasonably withheldwithheld and which shall be granted to a choice of counsel selected by the insurance company which provided director and officer liability insurance for the Company, upon the delivery to such Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will be not be liable to such Indemnitee under this Agreement for any fees of counsel subsequently incurred by such Indemnitee with respect to the same Claim; proceeding, provided that, that (i) the Indemnitee shall have the right to employ such 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 the Indemnitee’s expense 's expense; and (ii) if (A) the employment of counsel by the Indemnitee has been previously authorized by the Company, (B) such Indemnitee shall have reasonably concluded that there is may be a conflict of interest between the Company and such 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 the Indemnitee’s 's counsel shall be 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, action or proceeding against any Indemnitee without the consent of such Indemnitee, provided such settlement includes a full release of the Indemnitee by the claimant from all liabilities or potential liabilities under such claim.

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses expenses of any Claimproceeding against Indemnitee, the Company shall be entitled to assume the defense of such Claim, proceeding with counsel approved selected by the Company, if it and such counsel may appropriately do so under applicable Indemnitee, legal and ethical requirements and subject to the approval of such counsel by Indemnitee (which approval shall not be unreasonably withheldwithheld or delayed), upon the delivery to such Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will shall not be liable to such Indemnitee under this Agreement for any fees of counsel subsequently incurred by such Indemnitee with respect to the same Claimproceeding; provided thatprovided, that (i) the Indemnitee shall have the right to employ such counsel of Indemnitee’s counsel choice in any such Claim proceeding at the Indemnitee’s expense expense, and (ii) if (A) the employment of separate counsel by the Indemnitee has been previously authorized by the Company, (B) such Indemnitee shall have reasonably concluded that there is may be a conflict of interest between the Company and such Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such in fact have employed counsel to defend assume the defense of such Claimproceeding within thirty (30) days of its notice of intention to assume the defense of the proceeding, then or such shorter period as shall be necessary to avoid adversely affecting the defense of Indemnitee, then, in any of the foregoing cases, the fees and expenses of the Indemnitee’s counsel shall be at the expense of paid by 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, action or proceeding against any Indemnitee without the consent of such Indemnitee, provided such settlement includes a full release of the Indemnitee by the claimant from all liabilities or potential liabilities under such claim.

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claimaction, suit, proceeding, inquiry or investigation, the Company Company, except as otherwise provided below, shall be entitled to assume the defense of such Claimaction, suit, proceeding, inquiry or investigation at its own expense with counsel approved by the applicable Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to such Indemnitee of written notice of its election so to do sodo. After delivery of such notice, approval of such counsel by the Indemnitee Indemnitee, and the retention of such counsel by the Company, the Company will not be liable to such the Indemnitee under this Agreement for any fees of counsel subsequently incurred by such the Indemnitee with respect to the same Claim; action, suit, proceeding, inquiry or investigation, other than as provided that, below. The Company shall not settle any Proceeding in any manner which would impose any penalty or limitation on the Indemnitee without the Indemnitee's written consent (i) the which approval shall not be unreasonably withheld). The Indemnitee shall have the right to employ such Indemnitee’s 's own counsel in any such Claim action, suit, proceeding, inquiry or investigation, but the fees and expenses of such counsel incurred after written notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee’s expense and , unless (ii) if (Ai) the employment of counsel by the Indemnitee has been previously authorized by the Company, or, following a Change in Control (Bother than a Change in Control approved by a majority of the members of the Board of Directors who were directors immediately prior to such Change in Control), the employment of counsel by the Indemnitee has been approved by the Independent Legal Counsel, (ii) such the Indemnitee shall have reasonably concluded that there is may be a conflict of interest between the Company and such the Indemnitee in the conduct of any such defense, or (Ciii) the Company shall not in fact have employed or retained or shall not in fact continue to employ or retain such counsel to defend assume the defense of such Claimaction, then suit, proceeding, inquiry or investigation, in each of which cases the fees and expenses of the Indemnitee’s 's counsel shall be at the expense of the Company. The Company shall have not be entitled to assume or control the right to conduct such defense as it sees fit in its sole discretionof any action, including the right to settle any claimsuit, action proceeding, inquiry or proceeding against any Indemnitee without the consent of such Indemnitee, provided such settlement includes a full release investigation brought by or on behalf of the Company or as to which the Indemnitee by has made the claimant from all liabilities or potential liabilities under such claimconclusion that there may be a conflict of interest between the Company and the Indemnitee.

Selection of Counsel. In the event the Company shall be obligated -------------------- hereunder to pay provide indemnification for or make any Expense Advances with respect to the Expenses of any Claim, the Company Company, if a majority of the Company's Board of Directors or a Reviewing Party reasonably determines that such action is appropriate, shall be entitled to assume the defense of such Claim, Claim with counsel approved by the applicable Indemnitee, Indemnitee (which approval shall not be unreasonably withheld, ) upon the delivery to such Indemnitee of written notice of its the Company's 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 such Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently incurred employed by such or on behalf of Indemnitee with respect to the same Claim; provided that, (i) the Indemnitee shall have the right to employ such Indemnitee’s 's separate 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) such Indemnitee shall have reasonably concluded that there is may be a conflict of interest between the Company and such 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 's separate counsel shall be at Expenses for which Indemnitee shall receive indemnification or Expense Advances hereunder to the expense of the Company. The Company shall have the right extent that Indemnitee is otherwise entitled to conduct such defense as it sees fit in its sole discretion, including the right indemnification or Expense Advance pursuant to settle any claim, action or proceeding against any Indemnitee without the consent of such Indemnitee, provided such settlement includes a full release of the Indemnitee by the claimant from all liabilities or potential liabilities under such claimthis Agreement.

Selection of Counsel. In the event Upon notification of the Company shall be obligated hereunder to pay of the Expenses commencement of any Claimaction, suit or proceeding as to which indemnification will or could be sought under this Agreement, the Company or an Affiliated Entity shall be entitled to assume the defense of such Claimaction, suit or proceeding, with counsel approved by the applicable Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to such Indemnitee of written notice of 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 Company, the Company will not be liable to such Indemnitee under this Agreement for any fees of counsel subsequently incurred by such Indemnitee with respect to the same Claimaction, suit or proceeding; provided thatprovided, that (ia) the Indemnitee shall have the right to employ such Indemnitee’s his or her own counsel in any such Claim action, suit or proceeding at the Indemnitee’s expense expense; and (iib) if (Ai) the employment of counsel by the Indemnitee has been previously authorized by the Company, (Bii) such Indemnitee and the Company shall have reasonably concluded that there is may be a conflict of interest between the Company or an Affiliated Entity, as applicable, and such Indemnitee in the conduct of any such defense, defense or (Ciii) the Company or an Affiliated Entity shall not continue to retain such within sixty (60) days, in fact, have employed counsel to defend assume the defense of such Claimaction, suit or proceeding, then the fees and expenses Expenses of the Indemnitee’s counsel shall be at the expense of the Company. The In the event separate counsel is retained by an Indemnitee pursuant to this Section 5, the Company shall cooperate with Indemnitee with respect to the defense of the action, suit or proceeding, including making documents, witnesses and other reasonable information related to the defense available to Indemnitee and such separate counsel pursuant to joint-defense agreements or confidentiality agreements, as appropriate. Neither the Company nor any Affiliated Entity shall be entitled to assume the defense of any action, suit or proceeding brought by or on behalf of the Company or an Affiliated Entity or as to which Indemnitee and the Company shall have made the right to conduct such defense as it sees fit determination provided for in its sole discretion, including the right to settle any claim, action or proceeding against any Indemnitee without the consent of such Indemnitee, provided such settlement includes a full release of the Indemnitee by the claimant from all liabilities or potential liabilities under such claim(b)(ii) above.

Selection of Counsel. In the event the Company shall be is obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to participate in the proceeding and assume the control of the defense of such Claim, with counsel reasonably approved by the applicable Indemnitee, which Indemnitee (such approval shall not be unreasonably withheld, delayed or conditioned), upon the delivery to such Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to such Indemnitee under this Agreement for any fees of counsel subsequently incurred by such Indemnitee with respect to the same Claim; provided that, (i) the Indemnitee shall have the right to employ such Indemnitee’s counsel in any such Claim at the Indemnitee’s expense and sole expense; (ii) if (A) Indemnitee shall have the employment right to employ Indemnitee’s own counsel in connection with such proceeding, at the expense of counsel by the Indemnitee has been previously authorized by 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 (Biii) such if the Company and Indemnitee shall have reasonably mutually concluded that there is a conflict of interest between the Company and such 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 the Indemnitee’s counsel reasonably approved by the Company (such approval shall not be unreasonably withheld, delayed or conditioned) shall be 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, action or proceeding against any Indemnitee without the consent of such Indemnitee, provided such settlement includes a full release of the Indemnitee by the claimant from all liabilities or potential liabilities under such claim.Indemnification Agreement-Dx. Xxxxx 6.21.18 - 5 -

Selection of Counsel. In the event the Company shall be obligated hereunder under Section 1(a) or (b) hereof to pay the Expenses of any ClaimProceeding against Indemnitee, the Company shall be entitled to assume the defense of such ClaimProceeding, with counsel approved by the applicable Indemnitee, which approval Indemnitee (who shall not be unreasonably withheldwithhold such approval), upon the delivery to such Indemnitee of written notice of 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 Company, the Company will not be liable to such Indemnitee under this Agreement for any fees of counsel subsequently incurred by such Indemnitee with respect to the same Claim; Proceeding, provided that, (i) the Indemnitee shall have the right to employ such Indemnitee’s his counsel in any such Claim proceeding at the Indemnitee’s expense 's expense; and (ii) if (A) the employment of counsel by the Indemnitee has been previously authorized in writing by the Company, (B) such Indemnitee shall have reasonably concluded that there is may be a conflict of interest between the Company and such Indemnitee in the conduct of any such defensedefense and shall have notified the Company in writing thereof, (C) Indemnitee shall have reasonably concluded that there may be a conflict of interest between Indemnitee and other indemnitees of the Company being represented by counsel retained by the Company in the same Proceeding and shall have notified the Company in writing thereof, or (CD) the Company shall not continue to retain such not, in fact, have employed counsel to defend assume the defense of such ClaimProceeding within a reasonable time frame, then the reasonable fees and expenses of the Indemnitee’s 's counsel shall be 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, action or proceeding against any Indemnitee without the consent of such Indemnitee, provided such settlement includes a full release of the Indemnitee by the claimant from all liabilities or potential liabilities under such claim.

Selection of Counsel. In the event Upon notification of the Company shall be obligated hereunder to pay of the Expenses commencement of any ClaimProceeding as to which indemnification will or could be sought under this Agreement, the Company shall be entitled to assume the defense of such ClaimProceeding, with counsel approved by the applicable Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to such Indemnitee of written notice of 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 Company, the Company will not be liable to such Indemnitee under this Agreement for any fees of counsel subsequently incurred by such Indemnitee with respect to the same ClaimProceeding; provided thatprovided, that (i) the Indemnitee shall have the right to employ such Indemnitee’s his or her counsel in any such Claim Proceeding at the Indemnitee’s expense 's expense; and (ii) if (A) the employment of counsel by the Indemnitee has been previously authorized by the Company, (B) such Indemnitee shall have reasonably concluded that there is may be a conflict of interest between the Company and such Indemnitee in the conduct of any such defense, defense or (C) the Company shall not continue to retain such within sixty (60) days, in fact, have employed counsel to defend assume the defense of such ClaimProceeding, then the fees and expenses Expenses of the Indemnitee’s 's counsel shall be at the expense of the Company. In the event separate counsel is retained by an Indemnitee pursuant to this Section 2(e), the Company shall cooperate with Indemnitee with respect to the defense of the Proceeding, including making documents, witnesses and other reasonable information related to the defense available to Indemnitee and such separate counsel pursuant to joint-defense agreements or confidentiality agreements, as appropriate. The Company shall have not be entitled to assume the right to conduct such defense as it sees fit in its sole discretion, including the right to settle of any claim, action Proceeding brought by or proceeding against any Indemnitee without the consent of such Indemnitee, provided such settlement includes a full release on behalf of the Company or as to which Indemnitee by shall have made the claimant from all liabilities or potential liabilities under such claimdetermination provided for in (ii)(B) above.

Selection of Counsel. In the event If the Company shall be obligated hereunder to pay the or advance Expenses of or indemnify Indemnitee with respect to any ClaimLosses, the Company shall be entitled to assume the defense of such Claimany related Claims, with counsel approved selected by the applicable IndemniteeCompany; provided that following a Change in Control, if any Former Directors or Officers are seeking indemnification in connection with any such Proceeding, such counsel shall be subject to the prior written approval of a majority of such Former Directors or Officers who are seeking indemnification, which approval shall not be unreasonably withheld, upon the delivery to such Indemnitee of written notice of its election to do soconditioned or delayed. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the CompanyCompany and the receipt of any approval required under the preceding sentence, the Company will not be liable to such Indemnitee under this Agreement for any fees of counsel subsequently incurred by such Indemnitee with respect to the same Claimdefense of such Claims; provided provided, however, that, : (i) the Indemnitee shall have the right to employ such Indemnitee’s counsel in connection with any such Claim at the Indemnitee’s expense expense; and (ii) if (A) the employment of counsel by the Indemnitee has been previously authorized by the Company, Company with respect to the period after the Company has retained counsel to defend such Claim and such authorization has not been withdrawn; (B) such counsel for Indemnitee shall have reasonably concluded provided the Company with a written opinion that there is or there is reasonably likely to be a conflict of interest between the Company and such 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 counsel shall be 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, action or proceeding against any Indemnitee without the consent of such Indemnitee, provided such settlement includes a full release of the Indemnitee by the claimant from all liabilities or potential liabilities under such claim.

Selection of Counsel. In the event If the Company shall be obligated hereunder to pay the or advance Expenses of or indemnify Indemnitee with respect to any ClaimLosses, the Company shall be entitled to assume the defense of such Claimany related Claims, with counsel approved selected by the applicable IndemniteeCompany; provided that following a Change in Control, if any Former Directors or Officers are seeking indemnification in connection with any such Proceeding, such counsel shall be subject to the prior written approval of a majority of such Former Directors or Officers who are seeking indemnification, which approval shall not be unreasonably withheld, upon the delivery to such Indemnitee of written notice of its election to do soconditioned or delayed. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the CompanyCompany and the receipt of any approval required under the preceding sentence, the Company will not be liable to such Indemnitee under this Agreement for any fees of counsel subsequently incurred by such Indemnitee with respect to the same Claimdefense of such Claims; provided that, that (i) the Indemnitee shall have the right to employ such Indemnitee’s counsel in connection with any such Claim at the Indemnitee’s expense 's expense, and (ii) if (A) the employment of counsel by the Indemnitee has been previously authorized by the CompanyCompany with respect to the period after the Company has retained counsel to defend such Claim and such authorization has not been withdrawn, (B) such counsel for Indemnitee shall have reasonably concluded provided the Company with a written legal opinion that there is, or there is reasonably likely to be, a conflict of interest between the Company and such 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 's counsel shall be 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, action or proceeding against any Indemnitee without the consent of such Indemnitee, provided such settlement includes a full release of the Indemnitee by the claimant from all liabilities or potential liabilities under such claim.

Selection of Counsel. In the event With respect to any litigation or other legal action relating to a Claim as to which Indemnitee notifies the Company shall be obligated hereunder to pay the Expenses (for purposes of any Claimthis Section 6, a "Proceeding"), the Company shall will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense of such Claim, thereof with counsel selected by the Company and approved by the applicable Indemnitee, which approval shall not be unreasonably withheld, upon . After notice from the delivery Company to such Indemnitee of written notice of its election to do so. After delivery assume the defense of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Companyany Proceeding, the Company will not be liable to such Indemnitee under this Agreement or otherwise for any fees of counsel expenses subsequently incurred by Indemnitee in connection with the defense of such Indemnitee with respect to the same Claim; Proceeding other than reasonable costs of investigation or as otherwise provided that, (i) the below. Indemnitee shall have the right to employ such Indemnitee’s his own counsel in any such Claim Proceeding, but all expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at the Indemnitee’s 's expense and unless: (ii) if (Ai) the employment of counsel by the Indemnitee has been previously authorized by the Company, ; (Bii) such Indemnitee has reasonably determined and either the Company shall have reasonably concluded agreed, or disinterested counsel (as defined in this Section 6(c)) shall have determined, that there is may be a conflict of interest between Indemnitee and the Company and such Indemnitee in the conduct defense of any such defensethe Proceeding; (iii) after a Change in Control, the employment of counsel by Indemnitee has been approved by the Independent Counsel; or (Civ) the Company shall not continue to retain such in fact have employed counsel to defend assume the defense of such ClaimProceeding, then the fees and in each of which case all expenses of the Proceeding shall be borne by the Company, and Indemnitee’s 's counsel shall have been approved by the Company (which approval may not be unreasonably withheld) and any carrier of an applicable insurance policy if required under the terms of that policy or under applicable law. As used in this Section 6(c), "disinterested counsel" shall mean counsel selected and compensated by the Company, and approved by Indemnitee (which approval may not be unreasonably withheld), to determine whether a conflict of interest may exist, which counsel shall not represent the Company, Indemnitee or any other party to the Proceeding for which indemnification is sought. Disinterested counsel shall be at selected promptly following the expense notice from Indemnitee to the Company of the CompanyIndemnitee's belief that a conflict of interest may exist. The Company company shall not be entitled to assume the defense of any Proceeding as to which the determination provided for in (ii) above shall have been made. Nothing herein shall limit the right of Indemnitee to conduct such defense as it sees fit in its employ counsel at Indemnitee's sole discretion, including the right to settle any claim, action or proceeding against any Indemnitee without the consent of such Indemnitee, provided such settlement includes a full release of the Indemnitee by the claimant from all liabilities or potential liabilities under such claimexpense.

Selection of Counsel. In the event the Company shall -------------------- be obligated hereunder under Section 2(a) hereof to pay the Expenses expenses (including attorneys' fees) of any Claimaction, suit or proceeding against Indemnitee, the Company Company, if appropriate, shall be entitled to assume the defense of such Claimaction, suit or proceeding, with counsel approved by the applicable Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to such Indemnitee of written notice of 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 Company, the Company will not be liable to such Indemnitee under this Agreement for any fees of counsel subsequently incurred by such Indemnitee with respect to the same Claim; action, suit or proceeding, provided that, that (i) the Indemnitee shall have the right to employ such Indemnitee’s his counsel in any such Claim action suit or proceeding at the Indemnitee’s expense 's expense; and (ii) if (A) the employment of counsel by the Indemnitee has been previously authorized by the Company, (B) such Indemnitee shall have reasonably concluded that there is may be a conflict of interest between the Company and such 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 Claimaction, suit or proceeding, then the fees and expenses of the Indemnitee’s 's counsel shall be at the expense of the Company. The Company shall have not be entitled to assume the right to conduct such defense as it sees fit in its sole discretion, including the right to settle of any claim, action action, suit or proceeding against any Indemnitee without the consent of such Indemnitee, provided such settlement includes a full release brought by or on behalf of the Company against Indemnitee by or as to which the claimant from all liabilities or potential liabilities under such claimIndemnitee shall have made the conclusion provided for in (ii) (B) above.

Selection of Counsel. In the event the Company shall be obligated hereunder under Section 3(a) hereof to pay the Expenses expenses of any Claimaction, suit or proceeding against Indemnitee, the Company Company, if appropriate, shall be entitled to assume the defense of such Claimaction, suit or proceeding, with counsel approved by the applicable Indemnitee, Indemnitee (which approval shall not be unreasonably withheld), upon the delivery to such Indemnitee of written notice of 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 Company, the Company will not be liable to such Indemnitee under this Agreement for any fees of counsel subsequently incurred by such Indemnitee with respect to the same Claim; action, suit or proceeding, provided that, that (i) the Indemnitee shall have the right to employ such Indemnitee’s counsel in any such Claim action, suit or proceeding at Indemnitee's expense; (ii) Indemnitee shall have the right to employ his/her own counsel in connection with any such action, suit or proceeding at the Indemnitee’s 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 action, suit or proceeding; and (iiiii) if (A) the employment of counsel by the Indemnitee has been previously authorized by the Company, (B) such Indemnitee shall have reasonably concluded that there is may be a conflict of interest between the Company and such 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 Claimaction, suit or proceeding, then the fees and expenses of the Indemnitee’s 's counsel shall be 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, action or proceeding against any Indemnitee without the consent of such Indemnitee, provided such settlement includes a full release of the Indemnitee by the claimant from all liabilities or potential liabilities under such claim.

Selection of Counsel. In Upon notification by the event Indemnitee to the Company shall be obligated hereunder to pay of the Expenses commencement of any ClaimProceeding as to which indemnification will or could be sought under this Agreement, the Company shall be entitled to assume the defense of such ClaimProceeding, with counsel approved by the applicable Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to such Indemnitee of written notice of 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 Company, the Company will not be liable to such Indemnitee under this Agreement for any fees of counsel subsequently incurred by such Indemnitee with respect to the same ClaimProceeding; provided thatprovided, that (i) the Indemnitee shall have the right to employ such Indemnitee’s his or her counsel in any such Claim Proceeding at the Indemnitee’s expense expense; and (ii) if (A) the employment of counsel by the Indemnitee has been previously authorized by the Company, (B) such Indemnitee shall have reasonably concluded that there is may be a conflict of interest between the Company and such Indemnitee in the conduct of any such defense, defense or (C) the Company shall not continue within sixty (60) days of delivering notice to retain Indemnitee of its election to assume the defense of such Proceeding, in fact, have retained counsel to defend assume the defense of such ClaimProceeding, then the fees and expenses Expenses of the Indemnitee’s counsel shall be at the expense of the Company. In the event separate counsel is retained by Indemnitee pursuant to this Section 4(e), the Company shall cooperate with Indemnitee with respect to the defense of the Proceeding, including making documents, witnesses and other reasonable information related to the defense available to Indemnitee and such separate counsel pursuant to joint-defense agreements or confidentiality agreements, as appropriate. The Company shall have not be entitled to assume the right to conduct such defense as it sees fit in its sole discretion, including the right to settle of any claim, action Proceeding brought by or proceeding against any Indemnitee without the consent of such Indemnitee, provided such settlement includes a full release on behalf of the Company or as to which Indemnitee by shall have made the claimant from all liabilities or potential liabilities under such claimdetermination provided for in (ii)(B) above.