Appointment of Counsel. The Indemnitor will consult with and pay reasonable heed to the Indemnitee concerning the appointment of any defence counsel to be engaged by the Indemnitor in fulfilment of its obligation to defend an Action pursuant to Section 2.4; thereafter the Indemnitor will appoint counsel.
Appointment of Counsel. With respect to any claim, suit, demand or cause of action made or brought against the Grantee by reason of any event to which reference is made in this Section 15.O (Public, Educational and Government Access Indemnity), the TBNK Member Governments, their designated agent or the Community Programming Center, as the case may be, shall obtain counsel for the Grantee. The Grantee shall have the option to also retain its own counsel at its cost.
Appointment of Counsel. 9-3 9.1.6. Practice Pointers . . . . . . . . . . . . . . . . . . . . . . . . 9-4 9.2. Pleadings Forms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9-4 Form 9-1: Petition for Guardianship of a Minor Child . . . 9-4 Form 9-1A: Consent to Guardianship of a Minor Child (by birth mother) . . . . . . . . . . . . . . . . . . . 9-6 Form 9-1B: Order for Guardianship of a Minor Child . . . . . 9-8 10.1. Overview 10-1
Appointment of Counsel. After notice from the Indemnifying Party to ---------------------- the Indemnified Party of its election to assume the defense of such Third Party Assertion, the Indemnifying Party shall not be liable to the Indemnified Party under this Article for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation, provided, that if there may be reasonable legal defenses available -------- to it that are different from or in addition to those available to the Indemnifying Party the reasonable fees, disbursements and other charges of counsel for the Indemnified Party will be at the expense of the Indemnifying Party or parties. It is understood that the Indemnifying Party or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate firm of attorneys (in addition to any local counsel) at any one time for all such Indemnified Party or parties.
Appointment of Counsel. 3.1 Reimbursement of fees and disbursements
3.1.1 In the event that the Escrow Agent retains counsel or otherwise incurs any legal fees by virtue of any provision of this Escrow Agreement, the reasonable fees and disbursements of such counsel and any other liability, loss or expense which the Escrow Agent may thereafter suffer or incur in connection with this Escrow Agreement or the performance or attempted performance in good faith of its duties hereunder shall be paid (or reimbursed to it) by WPCS and the Shareholders, jointly and severally.
3.1.2 In the event that the Escrow Agent shall become a party to any litigation in connection with its functions as Escrow Agent pursuant to this Escrow Agreement, whether such litigation shall be brought by or against it, the reasonable fees and disbursements of counsel to the Escrow Agent including the amounts attributable to services rendered by members or associates of Escrow Agent at the then prevailing hourly rate charged by them and disbursements incurred by them, together with any other liability, loss or expense which it may suffer or incur in connection therewith, shall be paid (or reimbursed to it) by WPCS and the Shareholders, jointly and severally, unless such loss, liability or expense is due to the wilful breach by the Escrow Agent of its duties hereunder.
Appointment of Counsel. If NovaQuest elects to have Company assume the defense of any Third‑Party Claim for which indemnification is sought hereunder, then Company will promptly appoint a lead counsel in the defense of such Third‑Party Claim any legal counsel selected by Company that is reasonably acceptable to the Indemnified Party.
Appointment of Counsel. The Company will consult with and pay reasonable heed to the Indemnitee concerning the appointment of any defense counsel to be engaged by the Company in fulfilment of its obligation to defend an Action pursuant to Section 3.3 of this Agreement; thereafter the Company will appoint counsel.
Appointment of Counsel. If any Environmental Claim shall be brought against any Mortgagee Indemnitee, then after notification to Mortgagor thereof as provided in SECTION 11.4(C) above, Mortgagor shall be entitled to participate in all related proceedings and negotiations and to assume the defense thereof at the expense of Mortgagor with counsel reasonably acceptable to Mortgagee and to settle and compromise any such claim or action; PROVIDED, that Mortgagee may elect to be represented by separate counsel, at Mxxxxxxxx's expense, and if Mortgagee so elects, any settlement or compromise shall be effected only with the consent of Mortgagee, which consent shall not be unreasonably withheld. Mxxxxxxxx's right to participate in the defense or response to any Environmental Claim should not be deemed to limit or otherwise modify its obligations under this Article.
Appointment of Counsel. 3.1 Reimbursement of fees and disbursements
3.1.1 In the event that the Escrow Agent retains counsel or otherwise incurs any legal fees by virtue of any provision of this Escrow Agreement, the reasonable fees and disbursements of such counsel and any other liability, loss or expense which the Escrow Agent may thereafter suffer or incur in connection with this Escrow Agreement or the performance or attempted performance in good faith of its duties hereunder shall be paid (or reimbursed to it) by WPCS and the Shareholders severally in their Respective Proportions.
3.1.2 In the event that the Escrow Agent shall become a party to any litigation in connection with its functions as Escrow Agent pursuant to this Escrow Agreement, whether such litigation shall be brought by or against it, the reasonable fees and disbursements of counsel to the Escrow Agent including the amounts attributable to services rendered by members or associates of Escrow Agent at the then prevailing hourly rate charged by them and disbursements incurred by them, together with any other liability, loss or expense which it may suffer or incur in connection therewith, shall be paid (or reimbursed to it) by WPCS and the Shareholders severally in their Respective Proportions unless such loss, liability or expense is due to the wilful breach by the Escrow Agent of its duties hereunder.
3.2 Indemnity
3.2.1 WPCS and the Shareholders severally in their Respective Proportions hereby unconditionally agree to indemnify the Escrow Agent and hold it harmless from and against any and all taxes (including federal, state and local taxes of any kind and other governmental charges), expenses, damages, actions, suits or other charges incurred by or brought or assessed against it for :
(a) anything done or omitted by it in the performance of its duties hereunder, or
(b) on account of acting in its capacity as an Escrow Agent or stakeholder hereunder, except as a result of its wilful breach of its duties under this Escrow Agreement.
3.2.2 All expenses incurred by the Escrow Agent in connection with the performance of its duties hereunder shall be paid (or reimbursed to it) by WPCS and the Shareholders severally in their Respective Proportions.
3.2.3 The agreements contained in this 3.2 shall survive any termination of the duties of the Escrow Agent hereunder.
