Common use of Change in Control Clause in Contracts

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or Company Bylaw now or hereafter in effect relating to Claims for Indemnifiable Events, the Company shall seek legal advice only from Independent Legal Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to indemnify fully such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or Company Bylaw now or hereafter in effect relating to Claims for Indemnifiable Events, the Company shall seek legal advice only from Independent Legal Counsel shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld)) and such Independent Legal Counsel shall determine whether the officer or director is entitled to indemnity payments and Expense Advances under this Agreement or any other agreement of Articles of Incorporation or Bylaws of the Company now or hereafter in effect relating to Claims for Indemnifiable Events. Such counselIndependent Legal Counsel, among other things, shall render its written opinion to of the Company and Indemnitee as to whether and to what extent the Indemnitee would will be permitted to be indemnified under applicable lawindemnified. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to indemnify fully such counsel Independent Legal Counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its the engagement of Independent Legal Counsel pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) then then, with respect to all matters thereafter arising concerning the rights of Indemnitee Indemnitees to indemnity payments of Expenses and Expense Advances under this Agreement or any other agreement or Company Bylaw under the Company's Certificate of Incorporation or Bylaws as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel (as defined in Section 10(d) hereof) shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable lawlaw and the Company agrees to abide by such opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or Company Bylaw By-law now or hereafter in effect relating to Claims for Indemnifiable Events, the Company shall seek legal advice only from Independent Legal Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to indemnify fully such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) then then, with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances of Expenses under this Agreement or any other agreement or Company Bylaw under the Company’s Certificate of Incorporation, as amended (the “Certificate”) or Bylaws, as amended, as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel (as defined in Section 10(d) hereof) shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to abide by such opinion and to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' ’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which that has been approved by a majority of the Company's ’s Board of Directors who were directors immediately prior to such Change in Control) then then, with respect to all matters thereafter arising concerning the rights of an Indemnitee to indemnity payments and Expense Advances of Expenses under this Agreement or any other agreement or Company Bylaw under the Company’s certificate of incorporation or bylaws as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel (as defined in Section 10(d) hereof) shall be selected by the Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and the Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to abide by such opinion and to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' ’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if If there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) then with then, in respect to of all matters thereafter arising concerning the rights of Indemnitee to indemnity payments of Expenses and Expense Advances under this Agreement or any other agreement or Company Bylaw under the Company’s Articles of Incorporation (the “Charter”) or the Company’s Bylaws (“Bylaws”) as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel (as defined in Section 10(d)) shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counselcounsel shall, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable lawlaw and Indemnitee and the Company shall abide by such opinion. The Company agrees to shall pay the reasonable fees of the Independent Legal Counsel referred to above and to shall fully indemnify fully such counsel against any and all expenses (including attorneys' ’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company Corporation agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) then Corporation then, with respect to all matters thereafter arising concerning the rights of Indemnitee Agent to indemnity payments and Expense Advances indemnification (including, but not limited to, any right to advancement of Expenses) under this Agreement or Agreement, any other agreement or Company Bylaw with the Corporation providing for indemnification, the Certificate, Bylaws and applicable law (collectively, the “Indemnification Provisions”) as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel (as defined in Section 1 hereof) shall be selected by Indemnitee Agent and approved by the Company Corporation (which approval shall not be unreasonably withheld). Such counsel, among other things, Independent Legal Counsel shall render its written opinion to the Company Corporation and Indemnitee Agent as to whether and to what extent the Indemnitee Agent would be permitted to be indemnified under applicable lawthe Indemnification Provisions prior to and after the consummation of such Change in Control and such opinion shall be binding upon Agent and the Corporation. The Company Corporation agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages Expenses arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement provision of the Company’s Certificate of Incorporation or Company Bylaw the Bylaws now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably delayed, conditioned or withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to indemnify fully such counsel against any and all expenses (including attorneys' ’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's ’s Board of Directors who were directors immediately prior to such Change in Control) then then, with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances of Expenses under this Agreement or any other agreement or Company Bylaw under the Company’s Certificate of Incorporation, as amended (the “Certificate”), or Bylaws as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel (as defined in Section 10(d) hereof) shall be selected by the Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to abide by such opinion and to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' ’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) then then, with respect to all matters thereafter arising concerning the rights of Indemnitee Indemnitees to indemnity payments of Expenses and Expense Advances under this Agreement or any other agreement or Company Bylaw under the Company's Articles of Incorporation, as amended, or Bylaws as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel (as defined in Section 10(d) hereof) shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable lawlaw and the Company agrees to abide by such opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors of the Company who were directors immediately prior to such Change in Control) then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or Company Bylaw now or hereafter in effect relating to Claims for Indemnifiable Events, the Company shall seek legal advice only from Independent Legal Counsel shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld)) and such Independent Legal Counsel shall determine whether the officer or director is entitled to indemnity payments and Expense Advances under this Agreement or any other agreement or Certificate of Incorporation or Bylaws of the Company now or hereafter in effect relating to Claims for Indemnifiable Events. Such counselIndependent Legal Counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would will be permitted to be indemnified under applicable lawindemnified. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to indemnify fully such counsel Independent Legal Counsel against any and all expenses (including attorneys' ’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its the engagement of Independent Legal Counsel pursuant hereto.

Change in Control. The Company agrees that if there is a Change in ----------------- Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or Company Bylaw bylaw now or hereafter in effect relating to Claims claims for Indemnifiable Events, the Company shall seek legal advice only from Independent Legal Counsel special, independent counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company within the last ten (10) years (other than in connection with such matters) or for the Indemnitee. Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the Independent Legal Counsel special, independent counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change ----------------- in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) then then, with respect to all matters thereafter arising concerning the rights of Indemnitee Indemnitees to indemnity payments of Expenses and Expense Advances under this Agreement or any other agreement or Company Bylaw under the Company's Certificate of Incorporation or Bylaws as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel (as defined in Section 10(d) hereof) shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable lawlaw and the Company agrees to abide by such opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The After the date hereof, the Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) then then, with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances of Expenses under this Agreement or any other agreement or Company Bylaw under the Company's Certificate or Bylaws as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel (as defined in Section 11(d) hereof) shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to abide by such opinion and to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all reasonable expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's ’s Board of Directors who were directors immediately prior to such Change in Control) then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments of Expenses and Expense Advances under this Agreement or any other agreement or Company Bylaw under the Company’s Certificate of Incorporation or Bylaws as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel (as defined in Section 10(d) hereof) shall be selected by the Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be have permitted to be indemnified under applicable lawlaw and the Company agrees to abide by such opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' ’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's ’s Board of Directors who were directors immediately prior to such Change in Control) then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or Company Bylaw or charter provision now or hereafter in effect relating to Claims for Indemnifiable Events, the Company shall seek legal advice only from Independent Legal Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' ’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) then then, with respect to all matters thereafter arising concerning the rights of Indemnitee Indemnitees to indemnity payments of Expenses and Expense Advances under this Agreement or any other agreement or Company Bylaw under the Company's Certificate of Incorporation or Bylaws as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel (as defined in Section 10(d) hereof) shall be selected by Indemnitee Indemnitees and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable lawlaw and the Company agrees to abide by such opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) , then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and or Expense Advances under this Agreement or any other agreement or Company the Articles or any Bylaw now or hereafter in effect relating to Claims for Indemnifiable Events, the Company shall seek legal advice only from Independent Legal Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheldwithheld or delayed). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to indemnify fully such counsel against any and all expenses (including attorneys' ’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The After the date hereof, the Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's ’s Board of Directors who were directors immediately prior to such Change in Control) then then, with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances of Expenses under this Agreement or any other agreement or Company Bylaw under the Company’s Certificate or Bylaws as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel (as defined in Section 11(d) hereof) shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to abide by such opinion and to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all reasonable expenses (including attorneys' ’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or Company Bylaw now or hereafter in effect relating to Claims for Indemnifiable Events, the Company shall seek legal advice only from Independent Legal Counsel shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld)) and such Independent Legal Counsel shall determine whether the officer or director is entitled to indemnity payments and Expense Advances under this Agreement or any other agreement or the Articles of Incorporation or Bylaws of the Company now or hereafter in effect relating to Claims for Indemnifiable Events. Such counselIndependent Legal Counsel, among other things, shall render its written opinion to of the Company and Indemnitee as to whether and to what extent the Indemnitee would will be permitted to be indemnified under applicable lawindemnified. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to indemnify fully such counsel Independent Legal Counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its the engagement of Independent Legal Counsel pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's ’s Board of Directors who were directors immediately prior to such Change in Control) then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments of Expenses and Expense Advances under this Agreement or any other agreement or Company Bylaw under the Company’s Certificate of Incorporation or Bylaws as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel Counsel, (as defined in Section 10(d) hereof) shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable lawlaw and the Company agrees to abide by such opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to indemnify fully such counsel against any and all expenses (including attorneys' ’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments of Expenses and Expense Advances under this Agreement or any other agreement or Company Bylaw under the Company's Certificate of Incorporation or Bylaws as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel (as defined in Section 10(d) hereof) shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable lawlaw and the Company agrees to abide by such opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's ’s Board of Directors who were directors immediately prior to such Change in Control) then then, with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances of Expenses under this Agreement or any other agreement or Company Bylaw under the Company’s Certificate of Incorporation, as amended (the “Certificate”), or Bylaws as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel (as defined in Section 10(d) hereof) shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to abide by such opinion and to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' ’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments of Expenses and Expense Advances under this Agreement or any other agreement or Company Bylaw under the Company's Certificate of Incorporation or Bylaws as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel Counsel, (as defined in Section 10(d) hereof) shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable lawlaw and the Company agrees to abide by such opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to indemnify fully such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or Company Bylaw By-law now or hereafter in effect relating to Claims for Indemnifiable Events, the Company shall seek legal advice only from Independent Legal Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's ’s Board of Directors who were directors immediately prior to such Change in Control) then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or Company Bylaw By-Law now or hereafter in effect relating to Claims for Indemnifiable Events, the Company shall seek legal advice only from Independent Legal Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to indemnify fully such counsel against any and all expenses (including attorneys' ’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or Company Bylaw now or hereafter in effect relating to Claims for Indemnifiable Events, the Company shall seek legal advice only from Independent Legal Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or Company Bylaw or charter provision now or hereafter in effect relating to Claims for Indemnifiable Events, the Company shall seek legal advice only from Independent Legal Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) then then, with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments of Expenses and Expense Advances under this Agreement or any other agreement or Company Bylaw under the Company's Certificate of Incorporation or Bylaws as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel (as defined in Section 10(d) hereof) shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable lawlaw and the Company agrees to abide by such opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's ’s Board of Directors who were directors immediately prior to such Change in Control) then then, with respect to all matters thereafter arising concerning the rights of Indemnitee Indemnitees to indemnity payments of Expenses and Expense Advances under this Agreement or any other agreement or Company Bylaw under the Company’s Certificate of Incorporation or Bylaws as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel (as defined in Section 10(d) hereof) shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable lawlaw and the Company agrees to abide by such opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' ’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's ’s Board of Directors who were directors immediately prior to such Change in Control) then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or Company Bylaw now or hereafter in effect relating to Claims for Indemnifiable Events, the Company shall seek legal advice only from Independent Legal Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' ’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's ’s Board of Directors who were directors immediately prior to such Change in Control) then then, with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments of Expenses and Expense Advances under this Agreement or any other agreement or Company Bylaw under the Company’s Certificate of Incorporation or Memorandum and Articles of Association as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel (as defined in Section 10(d) hereof) shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable lawlaw and the Company agrees to abide by such opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' ’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change ----------------- in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments of Expenses and Expense Advances under this Agreement or any other agreement or Company Bylaw under the Company's Certificate of Incorporation or Bylaws as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel Counsel, (as defined in Section 10(d) hereof) shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable lawlaw and the Company agrees to abide by such opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to indemnify fully such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that that, if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) ), then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or Company Bylaw Charter or By-Law provision now or hereafter in effect relating to Claims for Indemnifiable Events, the Company shall seek legal advice only from Independent Legal Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) ), then with respect to all matters thereafter arising concerning the rights of Indemnitee Officer to indemnity payments and Expense Advances under this Agreement or any other agreement or Company Bylaw By-Law now or hereafter in effect relating to Claims for Indemnifiable Events, the Company shall seek legal advice only from Independent Legal Counsel special independent counsel selected by Indemnitee Officer and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company or Officer within the last five years (other than in connection with such matters). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee Officer as to whether and to what extent the Indemnitee Officer would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the Independent Legal Counsel special, independent counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or Company Bylaw now or hereafter in effect relating to Claims for Indemnifiable Events, the Company shall seek legal advice only from Independent Legal Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that that, if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) ), then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or Company Bylaw Charter or By-law provision now or hereafter in effect relating to Claims for Indemnifiable Events, the Company shall seek legal advice only from Independent Legal Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company Corporation agrees that if there is a Change in Control of the Company Corporation (other than a Change in Control which has been approved by a majority of the Company's Corporation’s Board of Directors who were directors immediately prior to such Change in Control) then then, with respect to all matters thereafter arising concerning the rights of Indemnitee Indemnitees to indemnity payments of Expenses and Expense Advances under this Agreement or any other agreement or Company Bylaw under the Corporation’s Certificate of Incorporation or Bylaws as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel shall be selected by Indemnitee and approved by the Company Corporation (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company Corporation and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable lawDelaware law and the Corporation agrees to abide by such opinion. The Company Corporation agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' ’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) then then, with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments of Expenses and Expense Advances under this Agreement or any other agreement or Company Bylaw under the Company's Certificate of Incorporation or Bylaws as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel (as defined in Section 7(d) hereof) shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable lawlaw and the Company agrees to abide by such opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's ’s Board of Directors who were directors immediately prior to such Change in Control) then then, with respect to all matters thereafter arising concerning the rights of an Indemnitee to indemnity payments and Expense Advances of expenses under this Agreement or any other agreement or Company Bylaw under the Company’s Certificate of Incorporation (the “Certificate”), or Bylaws as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel (as defined in Section 11(d) hereof) shall be selected by the Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and the Indemnitee as to whether and to what extent the such Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to abide by such opinion and to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' ’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's ’s Board of Directors who were directors immediately prior to such Change in Control) then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or Company Bylaw now or hereafter in effect relating to Claims for Indemnifiable Events, the Company shall seek legal advice only from Independent Legal Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to indemnify fully such counsel against any and all expenses (including attorneys' ’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's ’s Board of Directors who were directors immediately prior to such Change in Control) then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or Company Bylaw now or hereafter in effect relating to Claims for Indemnifiable Events, the Company shall seek legal advice only from Independent Legal Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' ’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change ----------------- in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) then then, with respect to all matters thereafter arising concerning the rights of Indemnitee Indemnitees to indemnity payments of Expenses and Expense Advances under this Agreement or any other agreement or Company Bylaw under the Company's Certificate of Incorporation or Bylaws as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel (as defined in Section 10(d) hereof) shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld)Indemnitee. Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable lawlaw and the Company agrees to abide by such opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that that, if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) ), then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or under any other agreement provision of the certificate of incorporation or Company Bylaw by-laws now or hereafter in effect relating to Claims for Indemnifiable Events, the Company shall seek legal advice only from Independent Legal Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to indemnify fully such counsel against any and all expenses (including attorneys' ’ fees), claims, liabilities liabilities, and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which that has been approved by a majority of the Company's ’s Board of Directors who were directors immediately prior to such Change in Control) then then, with respect to all matters thereafter arising concerning the rights of Indemnitee Indemnitees to indemnity payments of Expenses and Expense Advances under this Agreement or any other agreement or Company Bylaw under the Company’s Certificate of Incorporation or Bylaws as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel (as defined in Section 10(d) hereof) shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable lawlaw and the Company agrees to abide by such opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' ’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's ’s Board of Directors who were directors immediately prior to such Change in Control) then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or Company Bylaw provision of the Governing Documents now or hereafter in effect relating to Claims for Indemnifiable Events, the Company shall seek legal advice only from Independent Legal Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably delayed, conditioned or withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to indemnify fully such counsel against any and all expenses (including attorneys' ’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's ’s Board of Directors who were directors immediately prior to such Change in Control) then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or Company Bylaw By-law now or hereafter in effect relating to Claims for Indemnifiable Events, the Company shall seek legal advice only from Independent Legal Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to indemnify fully such counsel against any and all expenses (including attorneys' ’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change ----------------- in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) then then, with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments of Expenses and Expense Advances under this Agreement or any other agreement under the Company's Certificate of Incorporation or Company Bylaw Bylaws as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel (as defined in Section 10(d) hereof) shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law, and the Company agrees to abide by such opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' fees), claims, liabilities liabilities, and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that that, if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) then with respect to all matters thereafter arising concerning the rights of Indemnitee Director to indemnity payments and Expense Advances under this Agreement or any other agreement or Company Bylaw By-Law now or hereafter in effect relating to Claims for Indemnifiable Events, the Company shall seek legal advice only from Independent Legal Counsel special independent counsel selected by Indemnitee Director and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company within the last five years (other than in connection with such matters) or for Director. Such counsel, among other things, shall render its a written opinion to the Company and Indemnitee Director as to whether and to what extent the Indemnitee Director would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the Independent Legal Counsel special, independent counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) then then, with respect to all matters thereafter arising concerning the rights of the Indemnitee to indemnity payments of Expenses and Expense Advances under this Agreement or any other agreement or Company Bylaw under the Company's Certificate of Formation, as amended, or Bylaws as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel (as defined in Section 10(d) hereof) shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable lawlaw and the Company agrees to abide by such opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which that has been approved by a majority of the Company's ’s Board of Directors who were directors immediately prior to such Change in Control) then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or Company Bylaw By-Law now or hereafter in effect relating to Claims for Indemnifiable Events, the Company shall seek legal advice only from Independent Legal Counsel special, independent counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company within the last five years (other than in connection with such matters) or for Indemnitee. Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the Independent Legal Counsel special, independent counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' ’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if If there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under the Charter Documents, this Agreement or any other agreement or Company Bylaw now or hereafter in effect relating to Claims for Indemnifiable Events, the Company shall seek legal advice only from Independent Legal Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to shall pay the reasonable fees of the Independent Legal Counsel referred to above and to shall fully indemnify fully such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The After the date hereof, the Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's ’s Board of Directors who were directors immediately prior to such Change in Control) then then, with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances of Expenses under this Agreement or any other agreement or Company Bylaw under the Certificate or Bylaws as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel (as defined in Section 13(d) hereof) shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to abide by such opinion and to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all reasonable expenses (including attorneys' ’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company Corporation agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) ), then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or Company Bylaw the Corporation’s Articles of Incorporation or Bylaws now or hereafter in effect relating to Claims for Indemnifiable Events, the Company Corporation shall seek legal advice only from Independent Legal Counsel selected by Indemnitee and approved by the Company Corporation (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company Corporation and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company Corporation agrees to pay the reasonable fees and expenses of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' ’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's ’s Board of Directors who were directors immediately prior to such Change in Control) then then, with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances of Expenses under this Agreement or any other agreement or Company Bylaw under the Company’s Certificate of Incorporation or Bylaws as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel (as defined in Section 11(d) hereof) shall be selected by the Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to abide by such opinion and to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' ’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's ’s Board of Directors who were directors immediately prior to such Change in Control) then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments of Expenses and Expense Advances under this Agreement or any other agreement or Company Bylaw under the Company’s Certificate of Incorporation or Bylaws as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel (as defined in Section 10(d) hereof) shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable lawlaw and the Company agrees to abide by such opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to indemnify fully such counsel against any and all expenses (including attorneys' ’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in ----------------- Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or Company Bylaw By-law now or hereafter in effect relating to Claims for Indemnifiable Events, the Company shall seek legal advice only from Independent Legal Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to indemnify fully such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than an event that does not constitute a Change in Control which because it has been approved by a the applicable majority of the Company's Board as referenced in the definition of Directors who were directors immediately prior to such Change of Control in ControlSection 1(a)) then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or Company Bylaw now or hereafter in effect relating to Claims for Indemnifiable Events, the Company shall seek legal advice only from Independent Legal Counsel shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld)) and such Independent Legal Counsel shall determine whether the Indemnitee is entitled to indemnity payments and Expense Advances under this Agreement or any other agreement or Certificate of Incorporation or Bylaws of the Company now or hereinafter in effect relating to Claims for Indemnifiable Events. Such counselIndependent Legal Counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would will be permitted to be indemnified under applicable lawindemnified. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to indemnify fully such counsel Independent Legal Counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant heretoAgreement.

Change in Control. The Company agrees that if there is a Change in Control (as defined below) of the Company (other than a Change in Control which has been approved by a majority of the Company's ’s Board of Directors who were directors immediately prior to such Change in Control) then then, with respect to all matters thereafter arising concerning the rights of any Indemnitee to indemnity payments and Expense Advances of Expenses under this Agreement or any other agreement or Company Bylaw under the Company’s Restated Articles of Incorporation or Bylaws as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel (as defined in Section 10(e) hereof) shall be selected by the Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee Indemnitees as to whether and to what extent the Indemnitee Indemnitees would be permitted to be indemnified under applicable law. The Company agrees to abide by such opinion and to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' ’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments of Expenses and Expense Advances under this Agreement or any other agreement or Company Bylaw under the Company's Certificate of Incorporation or By-laws as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel legal counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld) ("Independent Legal Counsel"). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) then then, with respect to all matters thereafter arising concerning the rights of Indemnitee Indemnitees to indemnity payments and Expense Advances of Expenses under this Agreement or any other agreement or Company Bylaw under the Company's Certificate of Incorporation or Bylaws as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel (as defined in Section 10(d) hereof) shall be selected by Indemnitee the Indemnitees and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee Indemnitees as to whether and to what extent the Indemnitee Indemnitees would be permitted to be indemnified under applicable law. The Company agrees to abide by such opinion and to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which that has been approved by a majority of the Company's ’s Board of Directors who were directors immediately prior to such Change in Control) then then, with respect to all matters thereafter arising concerning the rights of the Indemnitee to indemnity payments and Expense Advances of Expenses under this Agreement or any other agreement or Company Bylaw under the Company’s certificate of incorporation or bylaws as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel (as defined in Section 10(d) hereof) shall be selected by the Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and the Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to abide by such opinion and to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' ’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's ’s Board of Directors who were directors immediately prior to such Change in Control) then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments of Expense and Expense Advances under this Agreement or any other agreement or Company Bylaw under the Company’s Certificate of Incorporation or Bylaws as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel (as defined in Section 10(d) hereof) shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable lawlaw and the Company agrees to abide by such opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' attorney’s fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's ’s Board of Directors who were directors immediately prior to such Change in Control) then then, with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments of Expenses and Expense Advances under this Agreement or any other agreement or Company Bylaw under the Company’s Certificate of Incorporation or Bylaws as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel (as defined in Section 10(d) hereof) shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable lawlaw and the Company agrees to abide by such opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' ’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or Company Bylaw now or hereafter in effect relating to Claims for Indemnifiable Events, the Company shall seek legal advice only from Independent independent Legal Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) then then, with respect to all matters thereafter arising concerning the rights of Indemnitee Indemnitees to indemnity payments of Expenses and Expense Advances under this Agreement or any other agreement or Company Bylaw under the Company’s Certificate of Incorporation or Bylaws as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel (as defined in Section 9.4 hereof) shall be selected by the Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable lawlaw and, subject to the other provisions hereof, the Company and Indemnitee agree to abide by such opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including reasonable attorneys' ’ fees), claims, liabilities and damages arising out of or relating to this Agreement Agree­ment or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's ’s Board of Directors who were directors immediately prior to such Change in Control) ), then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement agreement, the Certificate or Company Bylaw now or hereafter in effect the By-laws relating to Claims for Indemnifiable Events, the Company shall seek legal advice only from Independent Legal Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to indemnify fully such counsel against any and all expenses (including attorneys' ’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which that has been approved by a majority of the Company's ’s Board of Directors who were directors immediately prior to such Change in Control) then then, with respect to all matters thereafter arising concerning the rights of Indemnitee Indemnitees to indemnity payments of Expenses and Expense Advances under this Agreement or any other agreement or Company Bylaw under the Company’s Certificate of Incorporation or Bylaws as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel (as defined in Section 11(d) hereof) shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable lawlaw and the Company agrees to abide by such opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' ’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The After the date hereof, the Company ----------------- agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) then then, with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances of Expenses under this Agreement or any other agreement or Company Bylaw under the Company's Certificate or Bylaws as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel (as defined in Section 11(d) hereof) shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to abide by such opinion and to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all reasonable expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control (as defined below) of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) then then, with respect to all matters thereafter arising concerning the rights of any Indemnitee to indemnity payments and Expense Advances of Expenses under this Agreement or any other agreement or Company Bylaw under the Company's Articles of Incorporation or Bylaws as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel (as defined in Section 10(e) hereof) shall be selected by the Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee Indemnitees as to whether and to what extent the Indemnitee Indemnitees would be permitted to be indemnified under applicable law. The Company agrees to abide by such opinion and to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that that, if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) ), then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or under any other agreement provision of the certificate of incorporation of the Company or Company Bylaw the Bylaws now or hereafter in effect relating to Claims for Indemnifiable Events, the Company shall seek legal advice only from Independent Legal Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to indemnify fully such counsel against any and all expenses (including attorneys' ’ fees), claims, liabilities liabilities, and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's ’s Board of Directors who were directors immediately prior to such Change in Control) then then, with respect to all matters thereafter arising concerning the rights of Indemnitee Indemnitees to indemnity payments and Expense Advances of expenses under this Agreement or any other agreement or Company Bylaw under the Company’s Certificate of Incorporation or Bylaws as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel (as defined in Section 1 hereof) shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable lawlaw and the Company agrees to abide by such opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' ’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's ’s Board of Directors who were directors immediately prior to such Change in Control) then then, with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances of Expenses under this Agreement or any other agreement or Company Bylaw under the Company’s Certificate of Incorporation or Bylaws as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel (as defined in Section 10(d) hereof) shall be selected by the Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to abide by such opinion and to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' ’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's ’s Board of Directors who were directors immediately prior to such Change in Control) then then, with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments of Expenses and to Expense Advances under this Agreement or any other agreement under the Company’s Certificate of Incorporation or Company Bylaw Bylaws as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel (as defined in Section 10(d)) shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counselIndependent Legal Counsel, among other things, shall render its such counsel’s written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law, and the Company agrees to abide by such opinion. The Company agrees to pay the reasonable fees of the any such Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' ’ fees), claims, and liabilities and damages arising out of or relating to this Agreement or its such counsel’s engagement pursuant heretoto this Agreement.

Change in Control. The Company agrees that if If there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement the Company's Certificate of Incorporation or Company Bylaw now bylaws or hereafter in effect relating to Claims for Indemnifiable Eventsapplicable law, the Company shall seek legal advice and any determination whether indemnification is proper in the circumstances only from Independent Legal Counsel from, and any Reviewing Party shall only be, legal counsel that has not provided services to Indemnitee or the Company or any Affiliate of either of them within the previous two years, selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the Independent Legal Counsel legal counsel referred to above and to indemnify fully such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in ------------------ Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or Company Bylaw now or hereafter in effect relating to Claims for Indemnifiable Events, the Company shall seek legal advice only from Independent Legal Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's ’s Board of Directors who were directors immediately prior to such Change in Control) ), then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or Company Bylaw charter or bylaw provision now or hereafter in effect relating to Claims for Indemnifiable Events, the Company shall seek legal advice only from Independent Legal Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee Company would be permitted to be indemnified indemnify Indemnitee under applicable law. The Company agrees to pay the reasonable fees and expenses of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' ’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's ’s Board of Directors who were directors immediately prior to such Change in Control) then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments of Expenses and Expense Advances under this Agreement or any other agreement or Company Bylaw under the Company’s Articles of Incorporation or Bylaws as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel (as defined in Section 10(d) hereof) shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable lawlaw and the Company agrees to abide by such opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to indemnify fully such counsel against any and all expenses (including attorneys' ’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's ’s Board of Directors who were directors immediately prior to such Change in Control) then then, with respect to all matters thereafter arising concerning the rights of Indemnitee Indemnitees to indemnity payments and Expense Advances of Expenses under this Agreement or any other agreement or Company Bylaw under the Company’s Certificate of Incorporation or Bylaws as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel (as defined in Section 1 hereof) shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable lawlaw and the Company agrees to abide by such opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' ’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's ’s Board of Directors who were directors immediately prior to such Change in Control) then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or Company Bylaw now or hereafter in effect relating to Claims for Indemnifiable Events, the Company shall seek legal advice only from Independent Legal Counsel special independent counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company, for Indemnitee, or for any other party to the Claim within the last five years (other than in connection with such matters). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the Independent Legal Counsel special independent counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' ’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The After the date hereof, the Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's ’s Board of Directors who were directors immediately prior to such Change in Control) then then, with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances of Expenses under this Agreement or Agreement, any other agreement or Company Bylaw under the Articles or Bylaws as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel (as defined in Section 11(d) hereof) shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to abide by such opinion and to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all reasonable expenses (including attorneys' ’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) ), then with respect to all matters thereafter arising concerning the rights of Indemnitee Director to indemnity payments and Expense Advances under this Agreement or any other agreement or Company Bylaw By-Law now or hereafter in effect relating to Claims for Indemnifiable Events, the Company shall seek legal advice only from Independent Legal Counsel special independent counsel selected by Indemnitee Director and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company or Director within the last five years (other than in connection with such matters). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee Director as to whether and to what extent the Indemnitee Director would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the Independent Legal Counsel special, independent counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.expenses

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's ’s Board of Directors who were directors immediately prior to such Change in Control) then then, with respect to all matters thereafter arising concerning the rights of Indemnitee Indemnitees to indemnity payments of Expenses and Expense Advances under this Agreement or any other agreement agreement, under the Company’s Certificate of Incorporation or Company Bylaw Bylaws as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel (as defined in Section 10(d) hereof) shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable lawlaw and the Company agrees to abide by such opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' ’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement agreement, the Certificate or Company Bylaw the Bylaws now or hereafter in effect relating to Claims for Indemnifiable Events, the Company shall seek legal advice only from Independent Legal Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees and expenses of the Independent Legal Counsel referred to above and to indemnify fully such counsel against any and all reasonable fees and expenses (including attorneys' ’ fees), and any and all claims, liabilities and damages arising out of or relating to this Agreement or its the Company’s engagement of the Independent Legal Counsel pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or Company Bylaw By-law now or hereafter in effect relating to Claims for Indemnifiable Events, the Company shall seek legal advice only from Independent Legal Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to indemnify fully such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.and

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which that has been approved by a majority of the Company's ’s Board of Directors who were directors immediately prior to such Change in Control) then then, with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments of Expenses and Expense Advances advancement of Expenses under this Agreement or any other agreement or Company Bylaw under the Company’s Certificate of Incorporation or Bylaws as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel (as defined in Section 12(d) hereof) shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable lawlaw and the Company agrees to abide by such opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' ’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The After the date hereof, the Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) then then, with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances of Expenses under this Agreement or any other agreement or Company Bylaw under the Company's Certificate of Incorporations or Bylaws as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel (as defined in Section 10(d) hereof) shall be selected by the Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to abide by such opinion and to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a ----------------- Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) then then, with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments of Expenses and Expense Advances under this Agreement or any other agreement or Company Bylaw under the Company's Certificate of Incorporation or Bylaws as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel (as defined in Section 10(d) hereof) shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable lawlaw and the Company agrees to abide by such opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or Company Bylaw the Company’s amended and restated memorandum and articles of association now or hereafter in effect relating to Claims for Indemnifiable Events, the Company shall seek legal advice only from Independent Legal Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to indemnify fully such counsel against any and all expenses (including attorneys' ’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control (as defined below) of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) then then, with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances of Expenses under this Agreement or any other agreement or Company Bylaw under the Company's Certificate of Incorporation or Bylaws as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel (as defined in Section 10(e) hereof) shall be selected by the Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to abide by such opinion and to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's ’s Board of Directors who were directors immediately prior to such Change in Control) then then, with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments of Expenses and Expense Advances under this Agreement or any other agreement under the Company’s Certificate of Incorporation or Company Bylaw Bylaws as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel (as defined in Section 10(d) hereof) shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law, and the Company agrees to abide by such opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' ’ fees), claims, liabilities liabilities, and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control (as defined below) of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) then then, with respect to all matters thereafter arising concerning the rights of any Indemnitee to indemnity payments and Expense Advances of Expenses under this Agreement or any other agreement or Company Bylaw under the Company's Restated Articles of Incorporation or Bylaws as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel (as defined in Section 10(e) hereof) shall be selected by the Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee Indemnitees as to whether and to what extent the Indemnitee Indemnitees would be permitted to be indemnified under applicable law. The Company agrees to abide by such opinion and to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) then then, with respect to all matters thereafter arising concerning the rights of Indemnitee Indemnitees to indemnity payments of Expenses and Expense Advances under this Agreement or any other agreement or Company Bylaw under the Company's Certificate of Incorporation or Bylaws as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel (as defined in Section 11(d) hereof) shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable lawlaw and the Company agrees to abide by such opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's ’s Board of Directors who were directors immediately prior to such Change in Control) then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or Company Bylaw by-law now or hereafter in effect relating to Claims for Indemnifiable Events, the Company shall seek legal advice only from Independent Legal Counsel special, independent counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company within the last five years (other than in connection with such matters) or Indemnitee. Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the Independent Legal Counsel special, independent counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' attorney’s fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's ’s Board of Directors who were directors immediately prior to such Change in Control) then then, with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances of Expenses under this Agreement or any other agreement or Company Bylaw under the Company’s Certificate of Incorporation (the “Certificate”) or Bylaws as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel (as defined in Section 9(d) hereof) shall be selected by the Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to abide by such opinion and to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' attorney’s fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's ’s Board of Directors who were directors immediately prior to such Change in Control) then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments of Expenses and Expense Advances under this Agreement or any other agreement or Company Bylaw under the Company’s Certificate of Incorporation or Bylaws as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel (as defined in Section 10 (d) hereof) shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable lawlaw and the Company agrees to abide by such opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' ’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments of Expenses and Expense Advances Reimbursements under this Agreement or any other agreement or Company Bylaw under the Company's Restated Certificate of Incorporation or By-laws as now or hereafter in effect relating to Claims for Indemnifiable Eventseffect, the Company shall seek legal advice only from Independent Legal Counsel legal counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld) ("Independent Legal Counsel"). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) ), then with respect to all matters thereafter arising concerning the rights of Indemnitee Director to indemnity payments and Expense Advances under this Agreement or any other agreement or Company Bylaw By-Law now or hereafter in effect relating to Claims for Indemnifiable Events, the Company shall seek legal advice only from Independent Legal Counsel special independent counsel selected by Indemnitee Director and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company or Director within the last five years (other than in connection with such matters). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee Director as to whether and to what extent the Indemnitee Director would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the Independent Legal Counsel special, independent counsel referred to above and to fully indemnify fully such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's ’s Board of Directors who were directors immediately prior to such Change in Control) then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or Company Bylaw Charter Document now or hereafter in effect relating to Claims for Indemnifiable Events, the Company shall seek legal advice only from Independent Legal Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to indemnify fully such counsel against any and all expenses (including attorneys' ’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.