Common use of Assumption of Defense Clause in Contracts

Assumption of Defense. In the event the Company shall be obligated to pay the expenses of any proceeding against the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such 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 not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that (i) the Indemnitee shall have the right to employ his counsel in such proceeding at the Indemnitee's expense; and (ii) if (a) the employment of counsel by the Indemnitee has been previously authorized in writing by the Company, (b) the Company shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense, or (c) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding within a reasonable time, the fees and expenses of the Indemnitee's counsel shall be at the expense of the Company.

Assumption of Defense. In the event the Company shall be obligated to pay the expenses of any proceeding against the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such 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 shall not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that (ia) the Indemnitee shall have the right to employ his counsel in such proceeding at the Indemnitee's ’s expense; and (iib) if (ai) the employment of counsel by the Indemnitee has been previously authorized in writing by the Company, (bii) the Indemnitee’s counsel delivers a written notice to the Company shall have stating that such counsel has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense, defense or (ciii) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding within a reasonable time, then in any such event the fees and expenses of the Indemnitee's ’s counsel shall be at the expense of the Company.

Assumption of Defense. In the event the Company shall be obligated requested by Indemnitee to pay the expenses of any proceeding against the Indemniteeproceeding, the Company, if appropriate, Company shall be entitled to assume the defense of such proceeding, or to participate to the extent permissible in such proceeding, with counsel reasonably acceptable to the Indemnitee, upon the delivery to the . The Company shall notify Indemnitee of written any such decision to defend within fifteen (15) calendar days following receipt of notice of its election to do soany such proceeding under Section 7(a) above. After delivery Upon assumption of such notice, approval of such counsel the defense by the Indemnitee Company and the retention of such counsel by the Company, the Company will shall not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that (i) the Indemnitee shall have the right to employ his separate counsel in such proceeding at Indemnitee’s sole cost and expense. Notwithstanding the foregoing, if Indemnitee's expense; and (ii) if (a) the employment of ’s counsel by the Indemnitee has been previously authorized in writing by the Company, (b) delivers a written notice to the Company shall have stating that such counsel has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense, defense or (c) the Company shall not, in fact, have employed counsel to assume or otherwise actively pursued the defense of such proceeding within a reasonable time, then in any such event the fees and expenses Expenses of the Indemnitee's ’s counsel to defend such proceeding shall be at subject to the expense indemnification and advancement of the CompanyExpenses provisions of this Agreement.

Assumption of Defense. In the event the Company shall be obligated to pay the expenses of any proceeding against the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such 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 shall not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that (ia) the Indemnitee shall have the right to employ his counsel in such proceeding at the Indemnitee's expense; and (iib) if (ai) the employment of counsel by the Indemnitee has been previously authorized in writing by the Company, (bii) the Indemnitee's counsel delivers a written notice to the Company shall have stating that such counsel has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense, defense or (ciii) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding within a reasonable time, then in any such event the fees and expenses of the Indemnitee's counsel shall be at the expense of the Company.

Assumption of Defense. In the event the Company shall be obligated to pay the expenses of any proceeding against or involving the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such 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 not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that that: (i) the Indemnitee shall have the right to employ his or her counsel in such proceeding at the Indemnitee's expense; and (ii) if (a) the employment of counsel by the Indemnitee has been previously authorized in writing by the Company, (b) the Company shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense, or (c) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding within a reasonable timeproceeding, the reasonable fees and expenses of the Indemnitee's counsel shall be at the expense of the Company.

Assumption of Defense. In the event the Company shall be obligated to pay the expenses Expenses of any proceeding Proceeding against the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceedingProceeding, with counsel reasonably acceptable to the approved by 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 not be liable to the Indemnitee under this Agreement for any fees of other counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that (i) the Indemnitee shall have the right to employ his or her counsel in such proceeding Proceeding at the Indemnitee's ’s expense; and (ii) if (a) the employment of counsel by the Indemnitee has been previously authorized in writing by the Company, (b) the Company shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense, defense or (c) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding within a reasonable timeProceeding, the fees and expenses of the Indemnitee's ’s counsel shall be at the expense of the Company. In the event the Company assumes the defense of any Proceeding, the Company may settle such Proceeding in any reasonable manner, which may impose any penalty or limitation on Indemnitee with Indemnitee’s written consent, which consent shall not be unreasonably withheld.

Assumption of Defense. In the event the Company shall be obligated to pay the expenses Expenses of any proceeding Proceeding against the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceedingProceeding, with counsel reasonably acceptable to approved by the Indemnitee, upon the delivery to of 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 not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that (i) the Indemnitee shall have the right to employ his counsel in such proceeding Proceeding at the Indemnitee's expense; and (ii) if (a) the employment of counsel by the Indemnitee has been previously authorized in writing by the Company, (b) the Company shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense, defense or (c) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding within a reasonable timeProceeding, the fees and expenses of the Indemnitee's counsel shall be at the expense of the Company. In the event the Company assumes the defense of any Proceeding, the Company may settle such Proceeding in any manner which would impose any penalty or limitation on the Indemnitee with the Indemnitee's written consent, which consent shall not be unreasonably withheld.

Assumption of Defense. In the event the Company shall be obligated to pay the expenses of any proceeding against the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such 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 not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that (i) the Indemnitee shall have the right to employ his counsel in such proceeding at the Indemnitee's expense; and (ii) if (a) the employment of counsel by the Indemnitee has been previously authorized in writing by the Company, (b) the Company Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense, or (c) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding within a reasonable timeproceeding, the fees and expenses of the Indemnitee's counsel shall be at the expense of the Company.

Assumption of Defense. In the event the Company shall be obligated requested by Indemnitee to pay the expenses of any proceeding against the Indemniteeproceeding, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, or to participate to the extent permissible in such 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 Such defense by the Indemnitee Company may include the representation of two or more parties by one attorney or law firm as permitted under the ethical rules and legal requirements related to joint representations. Upon assumption of the defense by the Company and the retention of such counsel by the Company, the Company will shall not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that (i) the Indemnitee shall have the right to employ his separate counsel in such proceeding at Indemnitee’s sole cost and expense. Notwithstanding the Indemnitee's expense; and (ii) foregoing, if (a) the employment of Ixxxxxxxxx’s counsel by the Indemnitee has been previously authorized in writing by the Company, (b) delivers a written notice to the Company shall have stating that such counsel has reasonably concluded that there may be a is an actual or likely conflict of interest between the Company and the Indemnitee in the conduct of any such defense, defense or (c) the Company shall not, in fact, have employed counsel to assume or otherwise actively pursued the defense of such proceeding within a reasonable time, then in any such event the fees and expenses of the Indemnitee's ’s counsel to defend such proceeding shall be at subject to the expense indemnification and advancement of the Companyexpenses provisions of this Agreement.

Assumption of Defense. In the event the Company shall be obligated to pay the expenses of any proceeding against the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such 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 shall not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that (ia) the Indemnitee shall have the right to employ his or her counsel in such proceeding at the Indemnitee's expense; and (iib) if (ai) the employment of counsel by the Indemnitee has been previously authorized in writing by the Company, (bii) the Indemnitee's counsel delivers a written notice to the Company shall have stating that such counsel has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense, defense or (ciii) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding within a reasonable time, then in any such event the fees and expenses of the Indemnitee's counsel shall be at the expense of the Company.

Assumption of Defense. In the event the Company shall be obligated to pay the expenses of any proceeding against the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such 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 not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that (ia) the Indemnitee shall have the right to employ his counsel in such proceeding at the Indemnitee's expense; expense and (iib) if (ai) the employment of counsel by the Indemnitee has been previously authorized in writing by the Company, (bii) the Company shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense, or (ciii) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding within a reasonable timeproceeding, the fees and expenses of the Indemnitee's counsel shall be at the expense of the Company.

Assumption of Defense. In the event the Company shall be obligated to pay the expenses of any proceeding against or involving the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such 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 not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that that: (i) the Indemnitee shall have the right to employ his or her counsel in such proceeding at the Indemnitee's ’s expense; and (ii) if (a) the employment of counsel by the Indemnitee has been previously is subsequently authorized in writing by the Company, (b) the Company shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense, or (c) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding within a reasonable timeproceeding, the reasonable fees and expenses of the Indemnitee's ’s counsel shall be at the expense of the Company.

Assumption of Defense. In the event the Company shall be obligated to pay the expenses of any proceeding against or involving the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such 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 not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that that: (i) the Indemnitee shall have the right to employ his or her counsel in such proceeding at the Indemnitee's ’s expense; and (ii) if (a) the employment of counsel by the Indemnitee has been previously authorized in writing by the Company, (b) the Company shall have has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense, or (c) the Company shall has not, in fact, have employed counsel to assume the defense of such proceeding within a reasonable timeproceeding, the reasonable fees and expenses of the Indemnitee's ’s counsel shall be at the expense of the Company.. ​

Assumption of Defense. In the event the Company shall be obligated to pay the expenses of any proceeding against the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such 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 shall not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that (ia) the Indemnitee shall have the right to employ his counsel in such proceeding at the Indemnitee's ’s expense; and (iib) if (ai) the employment of counsel by the Indemnitee has been previously authorized in writing by the Company, (bii) the Indemnitee’s counsel delivers a written notice to the Company shall have stating that such counsel has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense, (iii) a Change of Control shall have occurred or (civ) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding within a reasonable time, then in any such event the fees and expenses of the Indemnitee's ’s counsel shall be at the expense of the Company.

Assumption of Defense. In the event the Company shall be obligated to pay the expenses of any proceeding against the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such 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 not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that (ia) the Indemnitee shall have the right to employ his counsel in such proceeding at the Indemnitee's expense; expense and (iib) if (ai) the employment of counsel by the Indemnitee has been previously authorized in writing by the Company, (bii) the Company shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense, defense or (ciii) the Company shall not, ; in fact, have employed counsel to assume the defense of such proceeding within a reasonable timeproceeding, the fees and expenses of the Indemnitee's counsel shall be at the expense of the Company.

Assumption of Defense. In the event the Company shall be obligated to pay the expenses Expenses of the Indemnitee in any proceeding against the IndemniteeProceeding, the Company, if appropriate, shall be entitled to assume the defense of such proceedingProceeding, 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 shall not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceedingProceeding, provided that (ia) the Indemnitee shall have the right to employ his separate counsel in such proceeding Proceeding at the Indemnitee's ’s own expense; , and (iib) if (ai) the employment of separate counsel by the Indemnitee has been previously authorized in writing by the Company, (bii) the Indemnitee’s separate counsel delivers a written statement to the Company shall have stating that such counsel has reasonably concluded that there may be a an actual or potential conflict of interest or actual or potential separate or different defenses between the Company and the Indemnitee in the conduct of any such defense, defense or (ciii) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding Proceeding within a reasonable time, then in any such event the reasonable fees and expenses of the Indemnitee's ’s counsel shall be at the expense of paid by the Company.

Assumption of Defense. In the event the Company shall be obligated to pay the expenses of any proceeding against the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such 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 shall not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that (ia) the Indemnitee shall have the right to employ his counsel in such proceeding at the Indemnitee's expense; and (iib) if (ai) the employment of counsel by the Indemnitee has been previously authorized in writing by the Company, (bii) the Indemnitee's counsel delivers a written notice to the Company shall have stating that such counsel has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense, defense or (ciii) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding within a reasonable time, not exceeding 60 days or, if shorter, such period as shall not prejudice the defense of the Indemnitee, then in any such event the fees and expenses of the Indemnitee's counsel shall be at the expense of the Company.

Assumption of Defense. In the event the Company shall be obligated requested by Indemnitee to pay the expenses of any proceeding against the Indemniteeproceeding, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, or to participate to the extent permissible in such 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 Such defense by the Indemnitee Company may include the representation of two or more parties by one attorney or law firm as permitted under the ethical rules and legal requirements related to joint representations. Upon assumption of the defense by the Company and the retention of such counsel by the Company, the Company will shall not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that (i) the Indemnitee shall have the right to employ his separate counsel in such proceeding at Indemnitee’s sole cost and expense. Notwithstanding the foregoing, if Indemnitee's expense; and (ii) if (a) the employment of ’s counsel by the Indemnitee has been previously authorized in writing by the Company, (b) delivers a written notice to the Company shall have stating that such counsel has reasonably concluded that there may be a is an actual or likely conflict of interest between the Company and the Indemnitee in the conduct of any such defense, defense or (c) the Company shall not, in fact, have employed counsel to assume or otherwise actively pursued the defense of such proceeding within a reasonable time, then in any such event the fees and expenses of the Indemnitee's ’s counsel to defend such proceeding shall be at subject to the expense indemnification and advancement of the Companyexpenses provisions of this Agreement.

Assumption of Defense. In the event the Company shall be obligated to pay the expenses of any proceeding against or involving the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such 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 Indemnitee, which shall not be unreasonably withheld, and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that that: (i) the Indemnitee shall have the right to employ his counsel in such proceeding at the Indemnitee's expense; and (ii) if (a) the employment of counsel by the Indemnitee has been previously authorized in writing by the Company, (b) the Company shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense, or (c) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding within a reasonable timeproceeding, the reasonable fees and expenses of the Indemnitee's counsel shall be at the expense of the Company.

Assumption of Defense. In the event the Company shall be obligated to pay the expenses Expenses of any proceeding Proceeding against the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceedingProceeding, 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 shall not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceedingProceeding, provided that (ia) the Indemnitee shall have the right to employ his counsel in such proceeding Proceeding at the Indemnitee's ’s expense; and (iib) if (ai) the employment of counsel by the Indemnitee has been previously authorized in writing by the Company, (bii) the Indemnitee’s counsel delivers a written notice to the Company shall have stating that such counsel has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense, defense or (ciii) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding Proceeding within a reasonable time, then in any such event the fees and expenses of the Indemnitee's ’s counsel reasonably and actually incurred shall be at the expense of the Company.