Common use of Assumption of Defence Clause in Contracts

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.