Defense Counsel. City shall have the right to select or to approve defense counsel to be retained by CONSULTANT in fulfilling its obligation hereunder to defend and indemnify City, unless such right is expressly waived by City in writing. CONSULTANT shall retain City approved defense counsel within seven (7) business days of City’s written notice that City is invoking its right to indemnification under this Agreement. If CONSULTANT fails to retain Counsel within such time period, City shall have the right to retain defense counsel on its own behalf, and CONSULTANT shall be liable for all costs incurred by City. City shall also have the right, at its option, to be represented by advisory counsel of its own selection and at its own expense, without waiving the foregoing.
Defense Counsel. 3 I have read this plea agreement and discussed it fully with my client. The plea agreement 4 accurately and completely sets forth the entirety of the agreement. I concur with my client’s decision to 5 plead guilty as set forth in this plea agreement. 6 Dated: February 13, 2023
Defense Counsel. In connection with any indemnification obligation in this Section 11, District, in its sole discretion shall have the right to approve or select defense counsel to be retained by Vendor in fulfilling its indemnity obligation hereunder, unless such right is expressly waived by District in writing. District reserves the right to provide a portion, or all of its own defense, at its own expense; however, District is under no obligation to do so. Any such action by District is not to be construed a waiver of Vendor’s obligation to defend District or a waiver of Vendor’s obligation to indemnify District pursuant to this Section. Vendor shall retain District-approved defense counsel within seven (7) business days of District’s written notice that District is invoking its right to indemnification under this Contract. If Vendor fails to retain counsel within such time period, District shall have the right to retain defense counsel on its own behalf, and Vendor shall be responsible for all costs incurred by District until such time as the Vendor provides a defense.
Defense Counsel. Indemnitee hereby agrees that in any Proceeding in which Indemnitee and other past or present trust managers or officers of the Trust (or its successor) who are entitled to indemnification from the Trust are named defendants or respondents, Indemnitee and such other past or present trust managers or officers shall collectively select one firm of attorneys in any jurisdiction to defend all such defendants and respondents in such Proceeding unless counsel for Indemnitee advises that there are issues which may raise conflicts of interest between Indemnitee and such other persons.
Defense Counsel. LICENSEE shall defend GUESS, with counsel acceptable to LICENSEE and GUESS, with respect to each and every claim for which GUESS is indemnified by LICENSEE under this Agreement. LICENSEE shall pay for the services of such counsel upon counsel's presentation of legal bills or requests for retainer.
Defense Counsel. “Defense Counsel” refers to Xxxxxxxx Xxxx LLP.
Defense Counsel. The Corporation shall have the right to engage counsel to defend itself, its subsidiaries and affiliates and all applicable Indemnitees in any common Proceeding, and the Corporation shall directly pay the Expenses of such counsel. In such case, each Indemnitee shall enter into a common defense agreement with the Corporation in form and substance reasonably acceptable to all parties. However, an Indemnitee or group of Indemnitees shall have the right to engage separate counsel approved by the Corporation (which approval will not be unreasonably withheld or delayed) in any covered Proceeding if counsel to the Corporation or such Indemnitee(s) advises the Corporation in writing that, in the professional judgment of such counsel, (a) one or more legal defenses or counterclaims may be reasonably available to such Indemnitee(s) and reasonably could be inconsistent with, different from or additional to those available to such other parties, or (b) use of counsel selected by the Corporation could reasonably be expected to give rise to a conflict of interest. Notwithstanding the preceding portions of this Section, if the Losses and Expenses could reasonably be expected to be covered by insurance, counsel shall be selected in accordance with the applicable insurance policies.
Defense Counsel. “Defense Counsel” refers to Xxxxxxxx Xxxx LLP and 20 Xxxxxxxxxxx & Diamond PLLC. For purposes of providing any notices required under this Agreement, 21 Defense Counsel shall refer to Xxxxxx Xxxxxx (xxxxxxx@xxxxxxxx.xxx), Xxxxxxxx Xxxxxxx 22 (xxxxxxxx@xxxxxxxx.xxx), Xxxxx Xxxxx (xxxxxx@xxxxxxxx.xxx), and Xxxxxx X. Xxxxxxxxxxx 23 (xxxxxx@xxxxxxxxxxxxxxxxxx.xxx).
Defense Counsel. Defense counsel engaged by Manager or any Owner, as indemnitor, shall be reasonably acceptable to Manager and such Owner, as indemnitee. Without limiting the generality of the foregoing, indemnitee shall be promptly provided with copies of all claims and pleadings, as well as correspondence, memos, documents and discovery with respect thereto, unless within the scope of any applicable privilege, relating to any such matters. Indemnitee shall be given prior written notice of all meetings, conferences and judicial proceedings and shall be afforded an opportunity to attend and participate in same. Indemnitee shall have the right to engage independent counsel, at its sole expense, to represent indemnitee as additional and/or co-counsel in all such proceedings, trials, appeals and meetings with respect thereto.
Defense Counsel. LYFT shall retain the right to select defense counsel in fulfilling its obligation hereunder to defend and indemnify CITY, unless such right is expressly waived by LYFT in writing. CITY shall also have the right, at its option, to be represented by advisory counsel of its own selection and at its own expense.
