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Contents

  1. You Must Give Notice
  2. Taking Over Defense
  3. Settlements

You Must Give Notice

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You promise to give the Company prompt Notice of any Legal Matter that may be covered by Indemnification or Advancement under the Agreement. Your failure to give Notice will not relieve Company from any liability to You, but the Company will not pay Expenses You incur before giving Notice under Indemnification or Advancement.

Taking Over Defense

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Other than

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any Legal Matter brought by or on behalf of the Company

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any Conflicted Legal Matter

the Company may take over the defense of any Legal Matter covered by Indemnification or Advancement under the Agreement, alone or with others providing Indemnification, by giving You Notice. The Company will not pay You for any Expenses for a Legal Matter incurred after the Company takes over the defense, except the Company will pay Expenses for Your own lawyer in any of these situations:

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The Company agrees in writing to pay for Your lawyer.

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The Legal Matter becomes a Conflicted Legal Matter.

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The Company fails to hire its own counsel to defend the Legal Matter within 60 days of giving You Notice that it has taken over the defense.

Settlements

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The Company will not pay any amount under a settlement without Company Permission. The Company will not agree to any settlement that would penalize, limit, or require payment from You without Your Permission. Neither You nor the Company will unreasonably refuse to give Permission to agree to a settlement.