Assumption of Defence. If the Company shall be obligated to pay Expenses arising in connection with any Claim against the Indemnitee, the Company shall be entitled to assume the defence of such Claim, with counsel reasonably satisfactory to the Indemnitee, upon the delivery to the Indemnitee of notice of its election to do so. After delivery of such notice, satisfaction with 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 and expenses of counsel subsequently incurred by the Indemnitee with respect to the same Claim, provided that (i) the Indemnitee shall have the right to employ the Indemnitee’s own counsel in connection with any Claim at the Indemnitee’s expense; (ii) if (A) the employment of counsel by the Indemnitee shall have been previously authorized by the Company, or (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 such defence, and the Indemnitee shall have employed counsel to assume the defence of such Claim, in each such case the fees and expenses of the Indemnitee’s counsel shall be paid by the Company; and (iii) the Company shall not settle any Claim in any manner which would impose any penalty, limitation or unindemnified Expense on the Indemnitee, or which would reasonably be expected to result in a material loss or diminishment of the Indemnitee’s reputation, without the Indemnitee’s consent (which consent shall not be unreasonably withheld) or delayed and further provided that the Company shall not be responsible for the fees or expenses of more than one legal firm acting on behalf of the Indemnitee in any single jurisdiction. The Company shall not be liable for any settlement of any Claim effected without its prior written consent (which consent shall not be unreasonably withheld or delayed).
Assumption of Defence. At its option, the Indemnifying Party may assume the defence of any Third Party Claim by giving written notice to the Indemnified Party within fourteen (14) days after the Indemnifying Party’s receipt of an Indemnification Claim Notice. The assumption of the defence of a Third Party Claim by the Indemnifying Party shall not be construed as an acknowledgement that the Indemnifying Party is liable to indemnify any Indemnitee in respect of the Third Party Claim, nor shall it constitute a waiver by the Indemnifying Party of any defences it may assert against any Indemnified Party’s claim for indemnification.
Assumption of Defence the Indemnifier shall, subject to Clause 4.4, be entitled to assume the defence of the relevant Claim including the retention of legal advisers approved by each Indemnified Person, (such approval not to be unreasonably withheld) subject to the payment by the Indemnifier of all legal and other expenses of such defence;
Assumption of Defence. The Indemnitee shall have the prior right to engage separate counsel of his choosing (and the Company may select its own counsel) and to conduct any proceeding, in his sole and absolute discretion; provided, however, that in the absence of such election the Company, if appropriate and permitted by the Indemnitee, shall be entitled to assume the defence of a proceeding, with counsel reasonably acceptable to the Indemnitee, upon the delivery to the Indemnitee of written notice of its election to do 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 also be liable to indemnity under this Agreement for any fees of other counsel subsequently appointed by the Indemnitee, if the Indemnitee shall subsequently reasonably conclude that there is or may be a conflict of interest between the Company and the Indemnitee or a lack of enthusiasm by the Company or its counsel in the conduct of any defence and, pursuant to section 8(e) above, the Indemnity may take conduct of the process entirely.
Assumption of Defence. 6.1 The Company may participate, at its expense, in the defence of any Eligible Proceeding, other than a Derivative Action, brought against the Indemnified Party and may elect, by notice in writing to the Indemnified Party given no later than 30 days after receipt of the Indemnified Party’s notice under Section 9.1, to assume control of the negotiation, settlement or defence of that Eligible Proceeding with counsel reasonably satisfactory to the Indemnified Party, unless at any time:
6.1.1 the Indemnified Party determines in good faith, where the Company is also a party to the Eligible Proceeding, that joint representation would be inappropriate given the actual or potential differing interests between them; or
6.1.2 the Indemnified Party determines in good faith that the Eligible Proceeding may adversely affect it other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement.
6.2 Upon assumption of control by the Company of the defence of an Eligible Proceeding in accordance with Section 6.1:
6.2.1 the Company will actively and diligently proceed with the defence, negotiation or settlement of the Eligible Proceeding at the Company’s sole cost and expense;
6.2.2 the Company will keep the Indemnified Party fully advised with respect to the defence, negotiation or settlement of the Eligible Proceeding;
6.2.3 the Indemnified Party and the Company will cooperate fully with each other and their respective counsel in the investigation and defence of the Eligible Proceeding, and will make available to each other all relevant books, records, documents and files, in electronic form or as hard copies when available, and will otherwise make their respective best efforts to assist counsel in the proper and adequate defence of the Eligible Proceeding; and
6.2.4 the Company may, in the name of the Indemnified Party or otherwise, file any pleadings or other documents and take any proceedings as may reasonably be required, in the opinion of the Company, to effectively make out a defence.
Assumption of Defence the Indemnifying Party shall, subject to Clause 4.4, be entitled to assume the defence of the relevant Claim including the retention of legal advisers approved by each Indemnified Person (which shall not be unreasonably withheld or delayed), subject to the payment by the Indemnifying Party of all legal and other expenses of such defence; and
Assumption of Defence. The Corporation shall be entitled to participate, at its own expense, in the defence of any Proceeding (other than a Proceeding commenced by the Corporation). If the Corporation so elects after receipt of notice of a Proceeding, or the Indemnified Party in such notice so directs, the Corporation shall assume control of the negotiation, settlement or defence of any Proceeding, in which case such defence shall be conducted by counsel chosen by the Corporation and reasonably satisfactory to the Indemnified Party. If the Corporation elects to assume such control, the Indemnified Party shall have the right to participate in the negotiation, settlement or defence of such Proceeding and to retain counsel to act on his or her behalf, provided that the fees and disbursements of such counsel shall be paid by the Indemnified Party unless the Corporation consents to the retention of such counsel or unless the parties to any such Proceeding include both the Corporation and the Indemnified Party and the Corporation and the Indemnified Party, acting reasonably, shall have concluded that representation of both the Corporation and the Indemnified Party by the same counsel would be inappropriate due to actual or potential differing interests between them, including the availability of legal defences to the Indemnified Party which are different from or additional to those available to the Corporation. The Indemnified Party and the Corporation shall co-operate fully with each other and their respective counsel in the investigation and defence of any Proceeding and shall make available to each other all relevant books, records, documents and files and shall otherwise use their respective best efforts to assist such counsel in the proper and adequate defence of any Proceeding.
Assumption of Defence. If the Indemnifying Party, after receiving a Notice of Claim with respect to a Third Party Claim, does not elect to defend such Third Party Claim within sixty (60) days (or such lesser period as may be required by Applicable Law to respond to the Notice of Claim) after receipt of such written notice or if the Indemnifying Party fails to conduct such defense in good faith, the Indemnified Party shall have the right to defend such Third Party Claim (upon providing further written notice to the Indemnifying Party), subject to the right of the Indemnifying Party to (i) assume the defense of such Third Party Claim at any time prior to the settlement, compromise or final determination thereof, and (ii) approve the counsel selected by the Indemnified Party (which approval shall not be unreasonably withheld, conditioned or delayed). The Indemnified Party shall not settle, compromise or discharge or enter any judgment, or admit any liability with respect to any such Third Party Claim without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding anything to the contrary contained in this Article 6, no Indemnifying Party shall have any liability under this Article 6 for any Losses arising out of or in connection with any Third Party Claim that is settled or compromised by an Indemnified Party without the prior written consent of such Indemnifying Party.
Assumption of Defence. Subject to Section 13.6, the Corporation will be entitled, but not required, to assume the defence on behalf of an Indemnified Party in any proceeding in respect of a Claim, in which case the defence will be conducted by counsel selected by the Corporation and acceptable to the Indemnified Party, acting reasonably. If the Corporation assumes the defence on behalf of an Indemnified Party under this Section 13.5, the Indemnified Party will cooperate in the defence.
Assumption of Defence. The Corporation shall be entitled to participate, at its expense, in the defence of any Claim. If the Corporation so elects after receipt of notice of a Claim, or the Individual in such notice so directs, the Corporation shall promptly assume control of the negotiation, settlement or defence of any Claim, in which case such defence shall be conducted by counsel chosen by the Corporation. If the Corporation elects to assume such control, the Individual shall have the right to participate in the negotiation, settlement or defence of such Claim and to retain counsel to act on the Individual’s behalf, provided that the fees and disbursements of such counsel shall be paid by the Individual unless the Corporation consents to the retention of such counsel or unless the parties to any such Claim include both the relevant Company and the Individual and the Individual shall have been advised by counsel that representation of both the relevant Company and the Individual by the same counsel would be inappropriate due to actual or potential differing interests between them, including the availability of legal defences to the Individual which are different from or additional to those available to the relevant Company. The Individual and the Corporation shall cooperate fully with each other and their respective counsel in the investigation and defence of any Claim and shall make available to each other all relevant books, records, documents and files and shall otherwise assist such counsel in the proper and adequate defence of any Claim.
