Common use of Company Assuming the Defense Clause in Contracts

Company Assuming the Defense. Subject to Section 8.2 below, in the event the Company is obligated to pay in advance the Expenses of any Proceeding pursuant to Article 4, the Company will be entitled, by written notice to Indemnitee, to assume the defense of such Proceeding, with counsel approved by Indemnitee, which approval will not be unreasonably withheld. 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 10 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. To the fullest extent permitted by law and subject to the other provisions of this Agreement, Company’s assumption of the defense of an action, suit, claim or proceeding in accordance with this Section 8.1 will constitute an irrevocable acknowledgment by Company that all Liabilities and Expenses actually and reasonably incurred by or for the account of Indemnitee in connection therewith are indemnifiable by Company under Section 3.1.