Conduct by Indemnified Person. Notwithstanding Clause 6.2 (Conduct of claims), an Indemnified Person and/or its Related Parties may retain separate legal advisers in each relevant jurisdiction and direct the defence of the relevant Claim and the Indemnifier shall reimburse such Indemnified Person for any legal or other expenses reasonably so incurred if:
6.3.1 Indemnifier's failure: the Indemnifier (having assumed such defence) fails properly to make such defence or to retain for such purpose legal advisers approved by such Indemnified Person;
Conduct by Indemnified Person. Notwithstanding Clause 6(2), an indemnified person may retain separate legal advisers in each relevant jurisdiction and direct the defence of the relevant Claim and the Indemnifier shall reimburse such indemnified person for any legal or other expenses reasonably so incurred if:
(a) Indemnifier's failure: the Indemnifier (having assumed such defence) fails to retain for such purpose legal advisers approved by such indemnified person;
(b) Conflict of interest: such indemnified person has reasonably concluded that the use of any legal advisers chosen by the Indemnifier to represent such indemnified person may present such legal advisers with a conflict of interest; or
(c) Different defences: the actual or potential defendants in, or targets of, such Claim include both the Indemnifier and such indemnified person and such indemnified person has reasonably concluded that there may be legal defences available to it which are different from or additional to those available to the Indemnifier.
Conduct by Indemnified Person. Notwithstanding Section 5.3 (Conduct of claims), an Indemnified Person and/or its Related Parties may retain separate legal advisers in each relevant jurisdiction and direct the defense of the relevant Claim and the Indemnifier shall reimburse such Indemnified Person for any reasonable and documented legal or other expenses so incurred if:
5.4.1 Indemnifier's failure: the Indemnifier (having assumed such defense) fails properly to make such defense or to retain for such propose legal advisers reasonably satisfactory 10 such Indemnified Person;
5.4.2 Conflict a/interest: such Indemnified Person has reasonably concluded that the use of any legal advisers chosen by the Indemnifier to represent such Indemnified Person and/or Related Party may present such legal advisers with a conflict of interest; or
5.4.3 Different defenses: the actual or potential defendants in, or targets of, such Claim include both the Indemnifier and such Indemnified Person and/or Related Party and such Indemnified Person has reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the Indemnifier.
