Common use of Selection of Counsel Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Selection of Counsel. In the event the Company shall be obligated hereunder under this Section 4 to provide indemnification for or make any Expense Advances with respect to pay the Expenses expenses of any Claimaction, suit or proceeding against the Indemnitee, the Company, if appropriate, Company shall be entitled to assume the defense of such Claim proceeding, with counsel acceptable to and approved by Indemnitee (which approval shall not be unreasonably withheld) the Indemnitee, upon the delivery to the Indemnitee of written notice of the Company's ’s election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently retained incurred by or on behalf of the Indemnitee with respect to the same Claimaction, suit or proceeding; provided thatprovided, however, that if (i) Indemnitee shall have the right to employ Indemnitee's separate counsel in any such Claim at Indemnitee's expense and (ii) if (A) the employment of separate counsel by the Indemnitee has been previously authorized by the Company, (Bii) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense, or (Ciii) the Company shall not continue to retain such not, in fact, have employed counsel to defend assume the defense of such Claimproceeding, then the Indemnitee may select and employ his own counsel to direct the defense thereof and the fees and expenses of Indemnitee's separate such counsel shall be Expenses for which paid by the Company. Notwithstanding any assumption of the defense of any such action, suit or proceeding and employment of counsel with respect thereto by the Company in accordance with the foregoing, the Indemnitee may receive indemnification shall have the right to employ his own separate counsel to participate in any such action, suit or Expense Advances hereunderproceeding at the Indemnitee’s expense.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Selection of Counsel. In the event If the Company shall be obligated hereunder to provide indemnification for or make advance any Expense Advances with respect to the Expenses of any Claim, the Company, if appropriate, Company shall be entitled to assume the defense of such Claim Claim, with counsel approved by Indemnitee (the Indemnitee, which approval shall will not be unreasonably withheld) , upon the delivery to the Indemnitee of written notice of the Company's its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently retained incurred by or on behalf of the Indemnitee with respect to the same Claim; provided that, (i) the Indemnitee shall have the right to employ Indemnitee's separate counsel in any such Claim at the Indemnitee's expense and (ii) if (A) the employment of separate counsel by the Indemnitee has been previously authorized by the Company, or (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of the Indemnitee's separate counsel shall be Expenses at the expense of the Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim against the Indemnitee without the consent of the Indemnitee. The Company shall have no obligation to indemnify Indemnitee under this Agreement for which Indemnitee may receive indemnification or Expense Advances hereunderany amounts paid in settlement of any Claim effected without the Company's prior written Consent.

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

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

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

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification for or make any Expense Advances with respect to the Expenses of any Claim, the Company, if appropriate, shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Company's election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently retained by or on behalf of Indemnitee with respect to the same Claim; provided that, (i) Indemnitee shall have the right to employ Indemnitee's separate counsel in any such Claim at Indemnitee's expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably -6- 7 concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee's separate counsel shall be Expenses for which Indemnitee may receive indemnification or Expense Advances hereunder.

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

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

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

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

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

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

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

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

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

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

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

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

Selection of Counsel. In the event the The Company shall be obligated hereunder to provide indemnification for or make any Expense Advances with respect to the Expenses of any Claim, the Company, if appropriate, shall be entitled to assume the defense of such Claim the Proceeding at its own expense. Indemnitee agrees to consult with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) upon the delivery Company and to consider in good faith the advisability and appropriateness of joint representation in the event that either the Company or other indemnitees in addition to Indemnitee of written notice of the Company's election to do sorequire representation in connection with any Proceeding. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the The Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently retained employed by or on behalf of Indemnitee with respect to the same ClaimProceeding; provided thatprovided, however, that (i) Indemnitee shall have the right to employ Indemnitee's ’s separate counsel in any such Claim Proceeding at Indemnitee's expense ’s expense, and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such ClaimProceeding, then the fees and expenses of Indemnitee's ’s separate counsel shall will be Expenses expenses for which Indemnitee may receive indemnification or Expense Advances hereunder.advancement of expenses. Exhibit 10.4

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

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

Selection of Counsel. In the event If the Company shall be is obligated hereunder to provide indemnification for or make any Expense Advances with respect to pay the Expenses expenses of any Claimproceeding against Indemnitee, the Company, if appropriate, Company shall be entitled to assume the defense of such Claim proceeding, with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) in Indemnitee’s discretion, upon the delivery to Indemnitee of written notice of the Company's its election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of any separate counsel subsequently retained incurred by or on behalf of Indemnitee with respect to the same Claim; provided thatproceeding, except that if (i) Indemnitee shall have the right to employ Indemnitee's separate counsel in any such Claim at Indemnitee's expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (Bii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (Ciii) the Company shall not continue to retain such not, in fact, have employed counsel to defend assume the defense of such Claimproceeding, then the fees and expenses of Indemnitee's separate ’s counsel shall be Expenses for which at the expense of the Company (subject to the provisions of this Agreement). Nothing herein will prohibit Indemnitee may receive indemnification or Expense Advances hereunderfrom engaging separate counsel at Indemnitee’s expense.

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

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

Selection of Counsel. In the event the Company shall be obligated hereunder under Section 9 hereof to provide indemnification for or make any Expense Advances with respect to pay the Expenses expenses of any ClaimProceeding against Indemnitee, the Company, if appropriate, Company shall be entitled to assume the defense of such Claim Proceeding, with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) of its choice upon the delivery to Indemnitee of written notice of the Company's its election to do so. After delivery of such notice, approval of such counsel by Indemnitee notice and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently retained incurred by or on behalf of Indemnitee with respect to the same Claim; Proceeding, provided that, that (i) Indemnitee shall have the right to employ Indemnitee's separate his counsel in any such Claim Proceeding at Indemnitee's expense ’s expense; and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized in writing by the CompanyCompany and the Company shall have agreed in writing to bear the cost thereof, (B) Indemnitee shall have reasonably concluded upon the advice of legal counsel that there may be is a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such not, in fact, have employed counsel to defend assume the defense of such ClaimProceeding within a reasonable period of time after its election to do so, then the fees and expenses of Indemnitee's separate ’s counsel shall be Expenses for which Indemnitee may receive indemnification or Expense Advances hereunderat the expense of the Company.

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

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

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

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification for or make any Expense Advances with respect to pay the Expenses of any Claim, the Company, if appropriate, Indemnitee shall be entitled to request that the Company assume the defense of such Claim with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) Indemnitee, upon the delivery to Indemnitee the Company of written notice of the Company's its election so to do sodo. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently retained incurred by or on behalf of Indemnitee with respect to the same Claim; provided that, (i) Indemnitee shall have the right to employ Indemnitee's separate legal counsel in any such Claim at Indemnitee's ’s expense and (ii) if (A) the employment of separate legal counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such the legal counsel originally appointed to defend such Claim, then the fees and expenses of Indemnitee's ’s separate legal counsel shall be Expenses for which at the expense of the Company. The Company shall conduct the defense of the Indemnitee may receive indemnification or Expense Advances hereunderin good faith and in consultation with the Indemnitee and legal counsel, and the Company shall not settle any claim against Indemnitee without the express written consent of the Indemnitee.

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

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

Selection of Counsel. In the event the Company shall be obligated hereunder to provide indemnification for indemnify or make any Expense Advances with respect to the Expenses of any Claimadvance expenses as set forth in Section 1 above, the Company, if appropriate, Company shall be entitled to assume the defense of such Claim action, suit or proceeding with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Company's its election to do so. After delivery of such notice, notice and approval of such counsel by Indemnitee and the retention of such counsel by the CompanyIndemnitee, the Company will not be liable to Indemnitee Indem­nitee under this Agreement for any fees or expenses of separate counsel subsequently retained incurred by or on behalf of Indemnitee with respect to the same Claimaction, suit or proceeding; provided thatprovided, however, that if either (i) Indemnitee shall have the right to employ Indemnitee's separate counsel in any such Claim at Indemnitee's expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (Cii) after the approval of the retention of such counsel by Indemnitee, the Company shall not continue to retain such not, in fact, have retained counsel to defend assume the defense of such Claimproceeding within a reasonable time after Indemnitee’s approval, then Indemnitee shall notify the Company that it is again retaining its own counsel and the Company shall again be obligated to pay the fees and expenses of Indemnitee's separate ’s counsel shall be Expenses for which to the extent not otherwise limited by any other section of this Agreement. Notwithstanding this Section 2(f), Indemnitee may receive indemnification or Expense Advances hereunderat any time retain its own counsel at its sole expense.

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

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

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

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

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

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

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

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

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

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