Common use of Assumption of Defense by the Company Clause in Contracts

Assumption of Defense by the Company. Except as otherwise provided below, the Company, jointly with any other indemnifying party similarly notified, will be entitled to assume the defense of any Claim, with counsel reasonably satisfactory to Indemnitee. Indemnitee shall have the right to employ his own counsel in connection with such Claim but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee unless (i) the employment of counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of such defense or (iii) the Company shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of Indemnitee's counsel shall be subject to reimbursement in accordance with the terms of this Agreement. The Company shall not be entitled to assume Indemnitee's defense of any Claim brought by the Company or as to which Indemnitee shall have reached the conclusion provided for in clause (ii) above.