Common use of 2Procedure Clause in Contracts

2Procedure. If any action is brought against an Underwriter or controlling person in respect of which indemnity may be sought against the Company pursuant to Section 5.1.1, such Underwriter shall promptly notify the Company in writing of the institution of such action and the Company shall assume the defense of such action, including the employment and reasonable fees of counsel (subject to the reasonable approval of such Underwriter) and payment of actual expenses. Such Underwriter or controlling person shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such Underwriter or such controlling person unless: (i) the employment of such counsel at the expense of the Company shall have been authorized in writing by the Company in connection with the defense of such action; (ii) the Company shall not have employed counsel to have charge of the defense of such action; or (iii) such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from or additional to those available to the Company (in which case the Company shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events the reasonable fees and expenses of not more than one additional firm of attorneys selected by the Underwriter and/or controlling person shall be borne by the Company. Notwithstanding anything to the contrary contained herein, if the Underwriter or controlling person shall assume the defense of such action as provided above, the Company shall have the right to approve the terms of any settlement of such action which approval shall not be unreasonably withheld.

2Procedure. If any action is brought against an Underwriter Underwriter, a Selected Dealer or controlling person a Controlling Person in respect of which indemnity may be sought against the Company pursuant to Section 5.1.16.1, such Underwriter Underwriter, such Selected Dealer or Controlling Person, as the case may be, shall promptly notify the Company in writing of the institution of such action and the Company shall assume the defense of such action, including the employment and reasonable fees of counsel (subject to the reasonable approval of such UnderwriterUnderwriter or such Selected Dealer, as the case may be) and payment of actual expenses. Such Underwriter Underwriter, such Selected Dealer or controlling person Controlling Person shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such Underwriter Underwriter, such Selected Dealer or such controlling person unless: Controlling Person unless (i) the employment of such counsel at the expense of the Company shall have been authorized in writing by the Company in connection with the defense of such action; , or (ii) the Company shall not have employed counsel to have charge of the defense of such action; , or (iii) such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from or additional to those available to the Company (in which case the Company shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events the reasonable fees and expenses of not more than one additional firm of attorneys selected by the such Underwriter (in addition to local counsel), Selected Dealer and/or controlling person Controlling Person shall be borne by the Company. Notwithstanding anything to the contrary contained herein, if the Underwriter any Underwriter, Selected Dealer or controlling person Controlling Person shall assume the defense of such action as provided above, the Company shall have the right to approve the terms of any settlement of such action which approval shall not be unreasonably withheld.

2Procedure. If any action is brought against an Underwriter Underwriter, a Selected Dealer or controlling person a Controlling Person in respect of which indemnity may be sought against the Company pursuant to Section 5.1.16.1, such Underwriter Underwriter, such Selected Dealer or Controlling Person, as the case may be, shall promptly ​ ​ notify the Company in writing of the institution of such action and the Company shall assume the defense of such action, including the employment and reasonable fees of counsel (subject to the reasonable approval of such UnderwriterUnderwriter or such Selected Dealer, as the case may be) and payment of actual expenses. Such Underwriter Underwriter, such Selected Dealer or controlling person Controlling Person shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such Underwriter Underwriter, such Selected Dealer or such controlling person unless: Controlling Person unless (i) the employment of such counsel at the expense of the Company shall have been authorized in writing by the Company in connection with the defense of such action; , or (ii) the Company shall not have employed counsel to have charge of the defense of such action; , or (iii) such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from or additional to those available to the Company (in which case the Company shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events the reasonable fees and expenses of not more than one additional firm of attorneys selected by the such Underwriter (in addition to local counsel), Selected Dealer and/or controlling person Controlling Person shall be borne by the Company. Notwithstanding anything to the contrary contained herein, if the Underwriter any Underwriter, Selected Dealer or controlling person Controlling Person shall assume the defense of such action as provided above, the Company shall have the right to approve the terms of any settlement of such action which approval shall not be unreasonably withheld.