Common use of Company Assuming the Defense Clause in Contracts

Company Assuming the Defense. In the event the Company is obligated to pay in advance the Expenses of any Legal Action pursuant to Article 4, the Company will be entitled, by written notice to Indemnitee, to assume the defense of such Legal Action, with counsel approved by Indemnitee, which approval will not be unreasonably withheld or delayed. The Company will identify the counsel it proposes to employ in connection with such defense as part of the written notice sent to Indemnitee notifying Indemnitee of the Company’s election to assume such defense, and Indemnitee will be required, within ten days following Indemnitee’s receipt of such notice, to inform the Company of its approval of such counsel or, if it has objections, the reasons therefor. If such objections cannot be resolved by the parties, the Company will identify alternative counsel, which counsel will also be subject to approval by Indemnitee in accordance with the procedure described in the prior sentence. In the absence of an actual conflict of interest that would prevent defense counsel from representing both the Indemnitee and other defendants in the Legal Action, the Indemnitee agrees that the Company may assign defense counsel to represent Indemnitee and other defendants in that Legal Action.

Company Assuming the Defense. In the event the Company is obligated to pay in advance the Expenses of any Legal Action Proceeding pursuant to Article 4, the Company will be entitled, by written notice to Indemnitee, to assume the defense of such Legal ActionProceeding, with counsel approved by Indemnitee, which approval will not be unreasonably withheld or delayed. The Company will identify the counsel it proposes to employ in connection with such defense as part of the written notice sent to Indemnitee notifying Indemnitee of the Company’s election to assume such defense, and Indemnitee will be required, within ten days following Indemnitee’s receipt of such notice, to inform the Company of its approval of such counsel or, if it has objections, the reasons therefor. If such objections cannot be resolved by the parties, the Company will identify alternative counsel, which counsel will also be subject to approval by Indemnitee in accordance with the procedure described in the prior sentence. In the absence of an actual conflict of interest that would prevent defense counsel from representing both the Indemnitee and other defendants in the Legal ActionProceeding, the Indemnitee agrees that the Company may assign defense counsel to represent Indemnitee and other defendants in that Legal ActionProceeding.