Common use of Defense of Claims against Officers and Directors Clause in Contracts

Defense of Claims against Officers and Directors. Notwithstanding any provision to the contrary regarding the rights of an Indemnitor to be the Controlling Party with respect to Non-Party Claims, to the extent that any executive officer or director of a Party is named as a defendant in a Non-Party Claim under circumstances in which such individual is an Indemnitee, that individual nevertheless may, at its sole discretion, conduct its own defense or elect to transfer the defense to the Indemnitor, in either situation with the cost of the defense to be borne by the Indemnitor.

Defense of Claims against Officers and Directors. Notwithstanding any provision to the contrary regarding the rights of an Indemnitor Indemnifying Party to be the Controlling Party with respect to Non-Third Party Claims, to the extent that any executive officer or director of a Party is named as a defendant in a Non-Third Party Claim under circumstances in which such individual is an Indemniteea Claiming Party, that individual nevertheless may, at its sole discretion, conduct its own defense or elect to transfer the defense to the IndemnitorIndemnifying Party, in either situation with the cost of the defense to be borne by the IndemnitorIndemnifying Party.

Defense of Claims against Officers and Directors. Notwithstanding any provision to the contrary regarding the rights of an Indemnitor to be the Controlling Party with respect to Non-Third Party Claims, to the extent that any senior executive officer or director of a Party is named as a defendant in a Non-Third Party Claim under circumstances in which such individual is an Indemnitee, that individual nevertheless may, at its sole discretion, conduct its own defense or elect to transfer the defense to the Indemnitor, in either situation with the cost of the defense to be borne by the Indemnitor.