Common use of Defence Clause in Contracts

Defence. In the event the Company shall be obligated to pay the Expenses of any Proceeding against Indemnitee, the Company shall be entitled to assume the defense of such Proceeding, with counsel selected by the Company and approved by Indemnitee (which approval shall not be unreasonably withheld), upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ his or her own counsel in any such Proceeding at Indemnitee’s expense; and (ii) Indemnitee shall have the right to employ his or her own counsel in any such Proceeding at the Company’s expense if (A) the Company has authorized the employment of counsel by Indemnitee at the expense of the Company, (B) Indemnitee shall have reasonably concluded based on the written advice of Indemnitee’s legal counsel that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, (C) after a Change in Control not approved by a majority of the members of the Board who were directors immediately prior to such Change in Control, the employment of counsel by Indemnitee has been approved by Independent Counsel, or (D) the Company shall not, in fact, have employed counsel to assume the defense of such Proceeding.

Defence. In the event With respect to any Proceeding as to which Covered Person notifies the Company shall and Pentair Management Company of the commencement thereof, the Company will be obligated entitled to pay participate in the Expenses Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defence thereof with counsel reasonably satisfactory to Covered Person. After notice from the Company to Covered Person of its election to assume the defence of any Proceeding against IndemniteeProceeding, the Company shall be entitled to assume the defense of such Proceeding, with counsel selected by the Company and approved by Indemnitee (which approval shall not be unreasonably withheld), upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, and the retention of such counsel by the Company, the Company will not be liable to Indemnitee Covered Person under this Agreement Deed or otherwise for any fees of counsel Expenses subsequently incurred by Indemnitee Covered Person in connection with respect to the same Proceeding, defence of such Proceeding other than reasonable costs of investigation or as otherwise provided that (i) Indemnitee below. Covered Person shall have the right to employ his or her own legal counsel in any such Proceeding Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defence shall be at Indemnitee’s expense; and (ii) Indemnitee shall have the right to employ his or her own counsel in any such Proceeding at the CompanyCovered Person’s expense if unless: (Ai) the Company has authorized the employment of legal counsel by Indemnitee at the expense of Covered Person has been authorized by the Company, (Bii) Indemnitee shall have Covered Person has reasonably concluded based on the written advice of Indemnitee’s legal counsel determined that there may be a conflict of interest between Covered Person and the Company and Indemnitee in the conduct defence of any such defensethe Proceeding, (Ciii) after a Change in Control not approved by a majority of the members of the Board who were directors immediately prior to such Specified Change in Control, the employment of counsel by Indemnitee Covered Person has been approved by the Independent Counsel, or (Div) the Company shall not, not in fact, fact have employed counsel to assume the defense defence of such Proceeding, in each of which cases all Expense of legal counsel of Covered Person in respect of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defence of any Proceeding brought by or on behalf of the Company or as to which Covered Person shall have employed legal counsel as provided for in (ii), (iii) and (iv) above.