Common use of Assumption of Defence Clause in Contracts

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. If the Company shall be obligated to pay Expenses arising in connection with any Claim against the Indemnitee, the Company shall 10.1 The Corporation will be entitled to assume participate, at its expense, in the defence of such any Claim, with other than a Derivative Action. If the Corporation so elects after receipt of notice of a Claim, or the Indemnified Party in that notice so directs, the Corporation will assume control of the negotiation, settlement or defence of any Claim, in which case the negotiation, settlement or defence will be conducted by counsel chosen by the Corporation and reasonably satisfactory to the Indemnitee, upon Indemnified Party. 10.2 If the delivery Corporation elects to the Indemnitee assume control 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 Companyany Claim, the Company Indemnified Party 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 participate in the conduct negotiation, settlement or defence of such defence, the Claim and the Indemnitee shall have employed to retain counsel to assume the defence of such Claim, in each such case the act on his or her behalf. The fees and expenses disbursements of the Indemnitee’s that counsel shall will be paid by the Company; and (iii) Indemnified Party unless: 10.2.1 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 Corporation consents (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 will not be unreasonably withheld or delayed)) to the retention of that counsel; or 10.2.2 the parties to the Claim include both the Corporation and the Indemnified Party, and the Indemnified Party is advised by counsel 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. 10.3 The Indemnified Party and the Corporation will co-operate fully with each other and their respective counsel in the investigation and defence of any Claim and will make available to each other all relevant books, records, documents and files and will otherwise use their respective best efforts to assist counsel in the proper and adequate defence of any Claim. An Indemnified Party who is not employed by the Corporation will be compensated by the Corporation for this co-operation in the amount and in the manner deemed appropriate and agreed to by the Corporation and the Indemnified Party.

Assumption of Defence. The Indemnifier may participate in or assume the defence of any Third Party Claim by giving notice to that effect to the Indemnified Party not later than thirty (30) days after receiving notice of that Third Party Claim (the “Notice Period”), but only if (i) it acknowledges in writing its obligation to indemnify the Indemnified Party against any and all Losses that may result from such Third-Party Claim in accordance with the terms of this Agreement and (ii) such Third-Party Claim is exclusively for civil monetary damages at law. Notwithstanding the foregoing, the Indemnifier shall not be entitled to assume the defense of any Third Party Claim for equitable or injunctive relief or any claim that would impose criminal liability or damages, and the Indemnified Party shall have the right to defend, at the expense of the Indemnifier, any such Third Party Claim. The Indemnifier’s right to so participate in or assume the defence of such Third Party Claim, shall be subject to the rights of any insurer or other party who has potential liability in respect of that Third Party Claim. The Indemnifier agrees to pay all of its own expenses of participating in or assuming such defence. The Indemnified Party shall cooperate in good faith in the defence of each Third Party Claim, even if the defence has been assumed by the Indemnifier, and may participate in such defence assisted by counsel of its own choice at its cost and expense, provided that, subject to the satisfaction of (i) and (ii) above, the Indemnifier and its legal counsel shall lead the defence unless the interests of the Indemnified Party and the Indemnifier cannot, in the view of counsel for the Indemnified Party, be properly represented by the same counsel, then the Indemnified Party shall have the right to have its own counsel defend it and the expenses of such separate counsel for the Indemnified Party shall be borne by the Indemnifier. If the Company shall be obligated to pay Expenses arising in connection with any Claim against Indemnified Party has not received the Indemnitee, notice within the Company shall be entitled Notice Period that the Indemnifier has elected to assume the defence of such Third Party Claim, with the Indemnified Party may, at its option, elect to settle or compromise the Third Party Claim or assume such defence, assisted by 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 own choosing and the retention of such counsel by the Company, the Company will not Indemnifier shall be liable to the Indemnitee under this Agreement for any fees all reasonable costs and expenses of counsel subsequently paid or incurred in connection therewith and any Loss suffered or incurred by the Indemnitee Indemnified Party with respect to the same such Third Party 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. 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).