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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:

28021e98dab9f63c632729530d0af5ca2a80af5108020bb2fa8322b617ea7b6a

The Company agrees in writing to pay for Your lawyer.

e329e86c5b9750c36f7ac33a17db908806df296a7a0a1f3f268fc717bd795b0f

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.