Common use of Selection of Counsel Clause in Contracts

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim the Company, if appropriate, shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (not to be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Company's election so to do. 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 of counsel subsequently incurred by 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 at the expense of the Company.

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

Selection of Counsel. In the event the Company shall be obligated -------------------- hereunder to pay the Expenses of any Claim 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 to be unreasonably withheld) , upon the delivery to Indemnitee of written notice of the Company's its election so to do. 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 of counsel subsequently incurred by 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 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 without the consent of the Indemnitee.

Selection of Counsel. In the event the Company shall be obligated hereunder 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 (not to be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Company's ’s election so to do. 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 of counsel subsequently incurred by 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 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 at the expense of the Companyconsidered an Expense.

Selection of Counsel. In the event the Company shall be obligated hereunder under Section 3(a) hereof to pay the Expenses expenses of any Claim proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Claim proceeding, with counsel approved by Indemnitee (subject to the approval of Indemnitee, which shall not to be unreasonably withheld) upon the . After delivery to Indemnitee of written notice of the Company's election so to do. After delivery assumption of such noticethe defense, approval of such counsel by Indemnitee as described above and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel 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 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 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 at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated -------------------- hereunder 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 (not to be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Company's election so to do. 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 of counsel subsequently incurred by 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 at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim Claim, the Company, if appropriate, shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (not to be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Company's election so to do. 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 of counsel subsequently incurred by 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 at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim 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 to be unreasonably withheld) , upon the delivery to Indemnitee of written notice of the Company's its election so to do. 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 of separate counsel subsequently incurred by 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 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 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 without the consent of the Indemnitee.

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim Claim, the Company, if appropriate, shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (not to be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Company's ’s election so to do. 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 incurred 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; (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 ’s separate counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated hereunder 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 (not to be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Company's election so to do. 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 of counsel subsequently incurred by 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 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 Expenses of Indemnitee's separate counsel shall be at the expense Expense of the Company.

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses expenses of any Claim claims, the Company, if appropriate, shall be entitled to assume the defense of such Claim claims with counsel approved by the Indemnitee (such approval not to be unreasonably withheld) ), upon the delivery to such Indemnitee of written notice of the Company's its election so to do. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to such Indemnitee under this Agreement for any fees of any other counsel subsequently incurred by such Indemnitee with respect to the same Claim; claims, provided that, that (i) the Indemnitee shall have the right to employ Indemnitee's separate counsel in any such Claim claims at such Indemnitee'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 a conflict of interest between the Company and such Indemnitee in the conduct of any such defense, defense or (C) the Company shall not continue to retain such not, in fact, have employed counsel to defend assume the defense of such Claimclaims, then the fees and expenses of the Indemnitee's separate counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated hereunder 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 ▇▇▇▇▇▇▇▇▇▇ (not to be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Company's ’s election so to do. 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 of counsel subsequently incurred by 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 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 at the expense of the Companyconsidered an Expense.

Selection of Counsel. In the event the Company shall be obligated hereunder 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 (not to be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Company's ’s election so to do. 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 of counsel subsequently incurred by 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 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 Claim, then the fees and expenses Expenses of Indemnitee's ’s separate counsel shall be at the expense Expense of the Company.

Selection of Counsel. In the event the Company Corporation shall be obligated hereunder to pay the Expenses of any Claim Claim, the Company, if appropriate, Corporation shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (Indemnitee, which approval shall not to be unreasonably withheld) , upon the delivery to Indemnitee of written notice of the Company's its election so to do. 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 of counsel subsequently incurred by 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 CompanyCorporation, (B) Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company Corporation and Indemnitee in the conduct of any such defense, or (C) the Company Corporation shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee's separate Indemnitee counsel shall be at the expense of the CompanyCorporation. The Corporation 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 without the consent of the Indemnitee.

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

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim 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 not to be unreasonably withheld) , upon the delivery to Indemnitee of written notice of the Company's its election so to dodo 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 Indemnitee under this Agreement for any fees of counsel subsequently incurred by 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, (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 the Indemnitee's separate counsel shall be at the expense of the Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim against Indemnitee without the consent of such Indemnitee.

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim 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 to be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Company's its election so to dodo 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 of counsel subsequently incurred by 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 is a conflict of interest between the Company and Indemnitee in the conduct of any such defense, defense or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee's separate counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim Claim, the Company, if appropriate, Company shall be entitled to assume the defense of such Claim 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 its election so to dodo 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 of counsel subsequently incurred by Indemnitee with respect to the same Claim; provided that, that (i) Indemnitee shall have the right to employ Indemnitee's separate ’s counsel in any such Claim at Indemnitee's ’s expense and (ii) Indemnitee shall have the right to employee his or her own counsel in any such Claim 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 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 at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated hereunder 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 (not to be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Company's ’s election so to do. 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 of counsel subsequently incurred by 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 at the expense of the Company.

Selection of Counsel. In the event the Company shall be -------------------- obligated hereunder to pay the Expenses of any Claim 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 to be unreasonably withheld) , upon the delivery to Indemnitee of written notice of the Company's its election so to do. 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 of counsel subsequently incurred by 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 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 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 without the consent of the Indemnitee.

Selection of Counsel. In the event If the Company shall be obligated hereunder under Section 1 or Section 2 to pay the Expenses of any Claim proceeding against the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Claim proceeding, with counsel approved by Indemnitee (not to be unreasonably withheld) the Indemnitee, upon the delivery to the Indemnitee of written notice of the Company's its election so to dodo 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 of counsel subsequently incurred by the Indemnitee with respect to the same Claimproceeding; provided that, that (i) the Indemnitee shall have the right to employ Indemnitee's separate 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 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 reasonable fees and expenses of the Indemnitee's separate ’s counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be -------------------- obligated hereunder to pay the Expenses of any Claim 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 to be unreasonably withheld) , upon the delivery to Indemnitee of written notice of the Company's its election so to do. 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 of counsel subsequently incurred by 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 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 without the consent of the Indemnitee.

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim a Proceeding, the Company, if appropriate, Company shall be entitled to assume the defense of such Claim Proceeding with counsel approved by Indemnitee (Indemnitee, which approval shall not to be unreasonably withheld) , upon the delivery to Indemnitee of written notice of the Company's its election so to do. 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 of counsel subsequently incurred by 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 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 ClaimProceeding, then the fees and expenses of Indemnitee's separate counsel shall be at the expense of the Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, provided that the Company has the right to settle any claim against Indemnitee only with the consent of Indemnitee, which shall not be unreasonably withheld.

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

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim 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 to be unreasonably withheld) , upon the delivery to Indemnitee of written notice of the Company's its election so to do. 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 of counsel subsequently incurred by Indemnitee with respect to the same Claim; provided that, that (i) Indemnitee shall have the right to employ Indemnitee's separate ’s own 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 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 without the consent of the Indemnitee.

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

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

Selection of Counsel. In the event the Company shall be obligated hereunder under Section 3(a) hereof to pay the Expenses expenses of any Claim proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Claim proceeding, with counsel approved by Indemnitee (not to be unreasonably withheld) Indemnitee, upon the delivery to Indemnitee of written notice of the Company's its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will shall not be liable to Indemnitee under this Agreement for any fees of counsel 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 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 not, in fact, have employed counsel to defend assume the defense of such Claimproceeding, then the fees and expenses expense of Indemnitee's separate counsel shall be at the expense of the Company. Furthermore, the Company acknowledges and understands that upon assuming the defense of any proceeding against Indemnitee, the Company shall not require Indemnitee to repay the expenses of any counsel selected by the Company and approved by Indemnitee, regardless of whether as a result of such proceeding it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company.

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim 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 to be unreasonably withheld) , upon the delivery to Indemnitee of written notice of the Company's its election so to do. 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 of counsel subsequently incurred by Indemnitee with respect to the same Claim; provided provided, that, : (i) Indemnitee shall have the right to employ Indemnitee's separate ’s counsel in 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) 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 ’s counsel shall be at the expense of the Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim against Indemnitee without the consent of the Indemnitee.

Selection of Counsel. In the event the Company shall be obligated hereunder under Section 2(a) hereof to pay the Expenses expenses of any Claim proceeding against the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Claim proceeding, with counsel approved by Indemnitee (not to be unreasonably withheld) Indemnitee, upon the delivery to Indemnitee of written notice of the Company's its election so to dodo 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 of other counsel 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 own 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 is, or is likely to 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 counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be -------------------- obligated hereunder 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 (not to be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Company's election so to do. 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 of counsel subsequently incurred by 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 at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim Claim, the Company, if appropriate, Company shall be entitled to assume the defense of such Claim Claim, with counsel reasonably approved by Indemnitee (not to be unreasonably withheld) the applicable Indemnitee, upon the delivery to such Indemnitee of written notice of the Company's its election so to dodo so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to such Indemnitee under this Agreement for any fees of counsel subsequently incurred by such Indemnitee with respect to the same Claim; provided that, (ia) the Indemnitee shall have the right to employ such Indemnitee's separate counsel in any such Claim at the Indemnitee's expense; (b) the Indemnitee shall have the right to employ his 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 (iic) if (Ai) the employment of separate counsel by the Indemnitee has been previously authorized by the Company, (Bii) such Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and such Indemnitee in the conduct of any such defense, or (Ciii) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of the Indemnitee's separate counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim 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 to be unreasonably withheld) , upon the delivery to Indemnitee of written notice of the Company's its election so to dodo 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 of counsel subsequently incurred by 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 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 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 without the consent of the Indemnitee.

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

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim Claim, the Company, if appropriate, shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (Indemnitee, such approval not to be unreasonably withheld) , upon the delivery to Indemnitee of written notice of the Company's its election so to do. 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 of counsel subsequently incurred by 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 Indemnitee. in the conduct of any such defense, or (C) the Company shall not continue to retain such separate counsel to defend such Claim, then the fees and expenses of Indemnitee's separate ’s counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim a Proceeding, the Company, if appropriate, Company shall be entitled to assume the defense of such Claim Proceeding with counsel approved by Indemnitee (Indemnitee, which approval shall not to be unreasonably withheld) , upon the delivery to Indemnitee of written notice of the Company's its election so to do. 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 of counsel subsequently incurred by Indemnitee with respect to the same ClaimProceeding; provided that, (i) Indemnitee shall have the right to employ Indemnitee's separate ’s counsel in any such Claim Proceeding 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 ClaimProceeding, then the fees and expenses of Indemnitee's separate ’s counsel shall be at the expense of the Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, provided that the Company has the right to settle any claim against Indemnitee only with the consent of Indemnitee, which shall not be unreasonably withheld.

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim 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 to be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Company's its election so to dodo 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 of counsel subsequently incurred by Indemnitee with respect to the same Claim; provided that, that (i) Indemnitee shall have the right to employ Indemnitee's separate ’s 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 ’s counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated hereunder 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 (not to be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Company's ’s election so to do. 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 of counsel subsequently incurred by 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 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 Claim, then the fees and expenses Expenses of Indemnitee's ’s separate counsel shall be at the expense Expense of the Company.

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim 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 to be unreasonably withheld) , upon the delivery to Indemnitee of written notice of the Company's its election so to do. 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 of counsel subsequently incurred by 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 and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall reasonably 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 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 without the consent of the Indemnitee.

Selection of Counsel. In the event the Company Corporation shall be obligated hereunder to pay the Expenses of any Claim Claim, the Company, if appropriate, Corporation shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (Indemnitee, which approval shall not to be unreasonably withheld) , upon the delivery to Indemnitee of written notice of the Company's Corporation’s election so to do. 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 of counsel subsequently incurred by 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 CompanyCorporation, (B) Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company Corporation and Indemnitee in the conduct of any such defense, or (C) the Company Corporation shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee's separate Indemnitee counsel shall be at the expense of the CompanyCorporation. The Corporation 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 without the consent of the Indemnitee.

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim Proceeding, 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 to be unreasonably withheld, delayed or conditioned) upon the delivery to Indemnitee of written notice of the Company's its election so to dodo 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 of counsel subsequently incurred by Indemnitee with respect to the same ClaimProceeding; provided that, (i) that Indemnitee shall have the right to employ Indemnitee's separate counsel in any such Claim Proceeding at Indemnitee's expense and (ii) 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 ClaimProceeding, then the fees and expenses of Indemnitee's separate counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim 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 to be unreasonably withheld) , upon the delivery to Indemnitee of written notice of the Company's its election so to do. 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 of counsel subsequently incurred by Indemnitee with respect to the same Claim; provided provided, that, : (i) Indemnitee shall have the right to employ Indemnitee's separate counsel in any such Claim at Indemnitee's expense expense, and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee's separate counsel shall be 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 without the consent of the Indemnitee.

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim 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 to be unreasonably withheld) , upon the prompt delivery to Indemnitee of written notice of the Company's its election so to dodo 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 of counsel subsequently incurred by 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 separate ’s counsel shall be at the expense of the Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim against Indemnitee without the consent of the Indemnitee.

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim 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 to be unreasonably withheld) , upon the delivery to Indemnitee of written notice of the Company's its election so to do. 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 of counsel subsequently incurred by 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 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 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 without the consent of the Indemnitee.

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim the CompanyClaim, if appropriate, an Indemnitee shall be entitled to request that the Company assume the defense of such Claim with legal counsel reasonably approved by Indemnitee (not to be unreasonably withheld) the Indemnitee, upon the delivery to Indemnitee the Company of written notice of the Company's its election so to dodo so. After delivery of such notice, approval of such counsel by Indemnitee the Indemnitee, and the retention of such counsel by the Company, the Company will not be liable to such Indemnitee under this Agreement for any fees of counsel subsequently incurred by such Indemnitee with respect to the same Claim; provided that, (i) the Indemnitee shall have the right to employ Indemnitee's separate legal counsel in any such Claim at the Indemnitee's ’s expense and (ii) if (A) the employment of separate legal counsel by the 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 defense, or (C) the Company shall not continue to retain such the legal counsel originally appointed to defend such Claim, then the reasonable fees and expenses of the Indemnitee's ’s separate legal counsel shall be at the expense of the Company. The Company shall conduct the defense of the Indemnitee in good faith and in consultation with the Indemnitee and legal counsel, and the Company shall not settle any claim against the Indemnitee without the express written consent of the Indemnitee.

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim 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 to be unreasonably withheld) , upon the delivery to Indemnitee of written notice of the Company's its election so to dodo 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 of counsel subsequently incurred by 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 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 at the expense of the Company.. The Company shall have the right to conduct such

Selection of Counsel. In the event the Company shall be obligated hereunder -------------------- under Section 3(a) hereof to pay the Expenses expenses of any Claim proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Claim proceeding, with counsel approved by Indemnitee (not to be unreasonably withheld) Indemnitee, upon the delivery to Indemnitee of written notice of the Company's its election so to do. 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 of counsel subsequently incurred by Indemnitee with respect to the same Claim; provided thatproceeding, pro-vided 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, 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 at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated hereunder under SECTION 3(a) hereof to pay the Expenses expenses of any Claim proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Claim proceeding, with counsel approved by Indemnitee (not reasonably acceptable to be unreasonably withheld) the Indemnitee, upon the delivery to Indemnitee of written notice of the Company's its election so to do. 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 of counsel 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 counsel in any such Claim proceeding at Indemnitee's expense expense; and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, defense or (C) the Company shall not continue to retain such not, in fact, have employed counsel to defend assume the defense of such Claimproceeding, then the fees and expenses of Indemnitee's separate counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company Bank shall be obligated hereunder --------- -- ------- under Section 3(a) hereof to pay the Expenses expenses of any Claim proceeding against Indemnitee, the CompanyBank, if appropriate, shall be entitled to assume the defense of such Claim proceeding, with counsel approved by Indemnitee (not to be unreasonably withheld) Indemnitee, upon the delivery to Indemnitee of written notice of the Company's its election so to do. After delivery deliver of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the CompanyBank, the Company Bank will not be liable to Indemnitee under this Agreement for any fees of counsel 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 or her 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 CompanyBank, or (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company Bank and 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 at borne by the expense of the CompanyBank.

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

Selection of Counsel. In the event the Company shall be obligated hereunder 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 (not to be unreasonably withheld) ), upon the delivery to Indemnitee of written notice of the Company's election so to do. 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 of counsel subsequently incurred by 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 at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim 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 to be unreasonably withheld) , upon the delivery to Indemnitee of written notice of the Company's its election so to do. 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 of counsel subsequently incurred by 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 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 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 without the consent of Indemnitee.

Selection of Counsel. In the event the Company Splinex shall be obligated hereunder to pay the Expenses of any Claim the CompanyClaim, if appropriate, Splinex shall be entitled to assume the defense of such Claim 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 its election so to dodo so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the CompanySplinex, the Company Splinex will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by 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, (ii) Indemnitee shall have the right to employ its own counsel in connection with any such proceeding, at the expense of Splinex, 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 CompanySplinex, (B) Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company Splinex and Indemnitee in the conduct of any such defense, defense or (C) the Company Splinex shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee's separate counsel shall be at the expense of the CompanySplinex.

Selection of Counsel. In the event the Company shall be -------------------- obligated hereunder to pay the Expenses of any Claim 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 to be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Company's its election so to dodo 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 of counsel subsequently incurred by 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 is a conflict of interest between the Company and Indemnitee in the conduct of any such defense, defense or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee's separate counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim 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 to be unreasonably withheld) , upon the delivery to Indemnitee of written notice of the Company's its election so to do. 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 of counsel subsequently incurred by 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 ’s counsel shall be at the expense of the Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim against Indemnitee without the consent of the Indemnitee.

Selection of Counsel. In the event the Company shall be obligated hereunder under Section 3(a) hereof to pay the Expenses of any Claim Proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Claim Proceeding; with counsel approved by Indemnitee (not reasonably acceptable to be unreasonably withheld) Indemnitee, upon the delivery to Indemnitee of written notice of the Company's its election so to dodo so. After delivery of such notice, approval of such counsel by Indemnitee notice and the retention of such counsel by the Companyreasonably acceptable to Indemnitee, the Company will shall not be liable to Indemnitee under this Agreement or otherwise for any fees of counsel Expenses subsequently directly incurred by Indemnitee in connection with respect to the same Indemnitee’s defense of such Claim; , provided that, that (i) Indemnitee shall have the right to employ Indemnitee's separate his or her 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, or (C) the Company shall not continue to retain such not, in fact, have employed counsel to defend assume the defense of such ClaimProceeding, then the fees and expenses Expenses of Indemnitee's separate ’s counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated hereunder 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 (not to be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Company's ’s election so to do. 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 of counsel subsequently incurred by 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 at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim 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 to be unreasonably withheld) , upon the delivery to Indemnitee of written notice of the Company's its election so to do. 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 of counsel subsequently incurred by 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 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 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 without the consent of the Indemnitee.

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim Proceeding, 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 to be unreasonably withheld, delayed or conditioned) upon the delivery to Indemnitee of written notice of the Company's its election so to dodo 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 of counsel subsequently incurred by Indemnitee with respect to the same ClaimProceeding; provided that, (i) that Indemnitee shall have the right to employ Indemnitee's separate ’s counsel in any such Claim Proceeding at Indemnitee's ’s expense and (ii) 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 defensedefense or, or (Ciii) the Company shall not continue to retain such counsel to defend such ClaimProceeding, then the fees and expenses of Indemnitee's separate ’s counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim Claim, the Company, if appropriate, shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (not to be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Company's ’s election so to do. 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 of counsel subsequently incurred by 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 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 at the expense of the Companyconsidered an Expense.

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim 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 to be unreasonably withheld) , upon the delivery to Indemnitee of written notice of the Company's its election so to do. 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 of counsel subsequently incurred by 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 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 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 without the consent of the Indemnitee.

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim Claim, the Company, if appropriate, Company shall be entitled to assume the defense of such Claim Claim, with counsel approved by Indemnitee (not to be unreasonably withheld) the applicable Indemnitee, upon the delivery to such Indemnitee of written notice of the Company's its election so to dodo so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to such Indemnitee under this Agreement for any fees of counsel subsequently incurred by such Indemnitee with respect to the same Claim; provided PROVIDED that, (i) the Indemnitee shall have the right to employ such 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, (B) such Indemnitee shall have reasonably concluded that there may be is a conflict of interest between the Company and such Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of the Indemnitee's separate counsel shall be at the expense of the Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including, without limitation, the right to settle any claim against any Indemnitee without the consent of such Indemnitee.

Selection of Counsel. In the event the Company shall be -------------------- obligated hereunder to pay the Expenses of any Claim 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 to be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Company's its election so to dodo 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 of counsel subsequently incurred by 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 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 at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim Claim, the Company, if appropriate, shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (not to be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Company's election so to do. 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 of counsel subsequently incurred by 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 Indenmitee 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 at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim 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 to be unreasonably withheld) , upon the delivery to Indemnitee of written notice of the Company's its election so to do. 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 of counsel subsequently incurred by Indemnitee with respect to the same Claim; provided PROVIDED that, (i) Indemnitee shall have the right to employ Indemnitee's separate its own 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 concluded, based on a written opinion of counsel, that there may be is a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or and (C) the Company shall not continue to retain such counsel to defend such Claim, then the reasonable fees and expenses of Indemnitee's separate Indemnitee counsel shall be at the expense of the Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim against Indemnitee without the consent of Indemnitee.

Selection of Counsel. In the event the Company shall be obligated -------------------- hereunder to pay the Expenses of any Claim Claim, the Company, if appropriate, shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (not to be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Company's election so to do. 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 of counsel subsequently incurred by 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 at the expense of the Company.

Selection of Counsel. In the event the Company shall -------------------- be obligated hereunder to pay the Expenses of any Claim 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 to be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Company's its election so to dodo 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 of counsel subsequently incurred by 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 is a conflict of interest between the Company and Indemnitee in the conduct of any such defense, defense or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee's separate counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim Claim, the Company, if appropriate, shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (such approval not to be unreasonably withheld) ), upon the delivery to Indemnitee of written notice of the Company's its election so to do. 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 of counsel subsequently incurred by 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 (based on the advice of counsel) that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee's separate counsel shall be at the expense of the Company.

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim Claim, the Company, if appropriate, shall be entitled to assume the defense of such Claim with counsel approved by Indemnitee (Indemnitee, which approval shall not to be unreasonably withheld) , upon the delivery to Indemnitee of written notice of the Company's its election so to do. 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 of counsel subsequently incurred by 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 reasonable fees and expenses of Indemnitee's separate counsel shall be at the expense of the Company. The Company shall have the right to conduct such defense as it sees fit, including the right to settle any claim against Indemnitee without the consent of the Indemnitee.

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim 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 to be unreasonably withheld) , upon the delivery to Indemnitee of written notice of the Company's its election so to do. 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 of counsel subsequently incurred by Indemnitee with respect to the same Claim; provided provided, that, : (i) Indemnitee shall have the right to employ Indemnitee's separate ’s counsel in 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) 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 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 without the consent of the Indemnitee.

Selection of Counsel. In the event the If Company shall be obligated hereunder to pay the provided indemnification or advances for any Expenses in respect of any Claim the Proceedings, 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 dodo so. After delivery the retention of such notice, approval of any 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 incurred retained 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 his own separate counsel in any such Claim Proceeding at Indemnitee's his expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by a majority of the CompanyBoard of Directors, (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 counsel to defend such ClaimProceeding, then the fees and expenses of Indemnitee's separate counsel shall be at the expense of the CompanyExpenses for which Indemnitee may receive indemnification or advances hereunder.