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 action, suit or proceeding of which it has been notified by Officer pursuant to subsection (a) above, with counsel reasonably satisfactory to Officer. After notice from the Company to Officer of its election to assume the defense thereof, the Company will not be liable to Officer under this Agreement for any legal or other expenses subsequently incurred by Officer; provided, however, that Officer shall have the right to employ Officer’s own counsel in such action, suit or proceeding at the expense of the Company if, at any time after such notice from the Company, (i) the employment of counsel by Officer has been authorized by the Company, (ii) Officer shall have reasonably concluded that there may be a conflict of interest between the Company and Officer 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 Officer’s counsel shall be subject to reimbursement in accordance with the terms of this Agreement. The Company shall not be entitled to assume Officer’s defense of any action, suit or proceeding brought by the Company or as to which Officer shall have made the conclusion provided for in clause (ii) above.

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 action, suit or proceeding of which it has been notified by Officer [Director] pursuant to subsection (a) above, with counsel reasonably satisfactory to OfficerOfficer [Director]. After notice from the Company to Officer [Director] of its election to assume the defense thereof, the Company will not be liable to Officer [Director] under this Agreement for any legal or other expenses subsequently incurred by OfficerOfficer [Director]; provided, however, that Officer [Director] shall have the right to employ Officer’s 's [Director's] own counsel in such action, suit or proceeding at the expense of the Company if, at any time after such notice from the Company, (i) the employment of counsel by Officer [Director] has been authorized by the Company, (ii) Officer [Director] shall have reasonably concluded that there may be a conflict of interest between the Company and Officer [Director] 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 Officer’s 's [Director's] counsel shall be subject to reimbursement in accordance with the terms of this Agreement. The Company shall not be entitled to assume Officer’s 's [Director's] defense of any action, suit or proceeding brought by the Company or as to which Officer [Director] shall have made the conclusion provided for in clause (ii) above.

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 action, suit or proceeding of which it has been notified by Officer Director pursuant to subsection (a) above, with counsel reasonably satisfactory to OfficerDirector. After notice from the Company to Officer Director of its election to assume the defense thereof, the Company will not be liable to Officer Director under this Agreement for any legal or other expenses subsequently incurred by OfficerDirector; provided, however, that Officer Director shall have the right to employ Officer’s Director's own counsel in such action, suit or proceeding at the expense of the Company if, at any time after such notice from the Company, (i) the employment of counsel by Officer Director has been authorized by the Company, (ii) Officer Director shall have reasonably concluded that there may be a conflict of interest between the Company and Officer Director 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 Officer’s Director's counsel shall be subject to reimbursement in accordance with the terms of this Agreement. The Company shall not be entitled to assume Officer’s Director's defense of any action, suit or proceeding brought by the Company or as to which Officer Director shall have made the conclusion provided for in clause (ii) above.

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 action, suit or proceeding of which it has been notified by Officer Director pursuant to subsection (a) above, with counsel reasonably satisfactory to OfficerDirector. After notice from the Company to Officer Director of its election to assume the defense thereof, the Company will not be liable to Officer Director under this Agreement for any legal or other expenses subsequently incurred by OfficerDirector; provided, however, that Officer Director shall have the right to employ OfficerDirector’s own counsel in such action, suit or proceeding at the expense of the Company if, at any time after such notice from the Company, (i) the employment of counsel by Officer Director has been authorized by the Company, (ii) Officer Director shall have reasonably concluded that there may be a conflict of interest between the Company and Officer Director 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 OfficerDirector’s counsel shall be subject to reimbursement in accordance with the terms of this Agreement. The Company shall not be entitled to assume OfficerDirector’s defense of any action, suit or proceeding brought by the Company or as to which Officer Director shall have made the conclusion provided for in clause (ii) above.