Common use of Defense of Proceeding Clause in Contracts

Defense of Proceeding. If any Proceeding asserted or commenced against Indemnitee is also asserted or commenced against the Company or an affiliate of the Company, the Company or the affiliate shall be entitled, except as otherwise provided herein below, to assume the defense thereof. After notice from the Company or its affiliate to Indemnitee of its election to assume the defense of any such Proceeding, Indemnitee shall have the right to employ Indemnitee’s own counsel in such Proceeding, but the Expenses of such counsel incurred after such notice to Indemnitee shall be at the expense of Indemnitee and the Company shall not be obligated to Indemnitee under this Agreement for any Expenses subsequently incurred by Indemnitee in connection therewith other than reasonable Expenses (not involving fees or expenses of counsel) arising out of Indemnitee’s participation in the defense of such Proceeding, unless (i) otherwise notified by the Company, (ii) Indemnitee’s counsel shall have reasonably concluded and so notified the Company that there is a conflict of interest between the Company or its affiliate and Indemnitee in the conduct of defense of such Proceeding, or (iii) the Company or its affiliate shall not in fact have employed counsel to assume the defense of such Proceeding, in any of which cases the Expenses of Indemnitee in such Proceeding shall be reimbursed or paid by the Company. The Company or its affiliate shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company by its stockholders or as to which Indemnitee’s counsel shall have made the conclusion set forth in clause (ii) of the preceding sentence of this Section 8.

Defense of Proceeding. If any Proceeding asserted or commenced against Indemnitee is also asserted or commenced against the Company or an affiliate of the Company, the Company or the affiliate shall be entitled, except as otherwise provided herein below, to assume the defense thereof. After notice from the Company or its affiliate to Indemnitee of its election to assume the defense of any such Proceeding, Indemnitee shall have the right to employ Indemnitee’s own counsel in such Proceeding, but the Expenses of such counsel incurred after such notice to Indemnitee shall be at the expense of Indemnitee and the Company shall not be obligated to Indemnitee under this Agreement for any Expenses subsequently incurred by Indemnitee in connection therewith other than reasonable Expenses (not involving fees or expenses of counsel) arising out of Indemnitee’s participation in the defense of such Proceeding, unless (i) otherwise notified by the Company, (ii) Indemnitee’s counsel shall have reasonably concluded and so notified the Company that there is a conflict of interest between the Company or its affiliate and Indemnitee in the conduct of defense of such Proceeding, or (iii) the Company or its affiliate shall not in fact have employed counsel to assume the defense of such Proceeding, in any of which cases the Expenses of Indemnitee in such Proceeding shall be reimbursed or paid by the Company. The Company or its affiliate shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company by its stockholders or as to which Indemnitee’s counsel shall have made the conclusion set forth in clause (ii) of the preceding sentence of this Section 89.

Defense of Proceeding. If any Proceeding asserted or commenced against Indemnitee is also asserted or commenced against In the event the Company or an affiliate will be requested by Indemnitee to pay the Expenses of any Proceeding, the Company will be entitled to participate in the defense of such Proceeding, and, except as otherwise set forth in this Section 6(b), assume the defense of such Proceeding, with counsel reasonably acceptable to Indemnitee. Upon assumption of the defense by the Company and the retention of such counsel by the Company, the Company or the affiliate shall be entitled, except as otherwise provided herein below, to assume the defense thereof. After notice from the Company or its affiliate to Indemnitee of its election to assume the defense of any such Proceeding, Indemnitee shall have the right to employ Indemnitee’s own counsel in such Proceeding, but the Expenses of such counsel incurred after such notice to Indemnitee shall be at the expense of Indemnitee and the Company shall will not be obligated liable to Indemnitee under this Agreement for any Expenses subsequently directly incurred by Indemnitee in connection therewith with respect to the same Proceeding other than reasonable Expenses (not involving fees costs of investigation or expenses of counsel) arising out of as otherwise provided below, provided that Indemnitee will have the right to employ separate counsel in such Proceeding at Indemnitee’s participation in sole cost and expense. Notwithstanding the defense of such Proceedingforegoing, unless (i) otherwise notified by the Company, (ii) if Indemnitee’s counsel shall have delivers a written notice to the Company stating that such counsel has reasonably concluded and so notified the Company that there is may be a conflict of interest between the Company or its affiliate and Indemnitee in the conduct of any such defense of such Proceeding, or (iii) the Company or its affiliate shall not will not, in fact fact, have employed counsel to assume or otherwise actively pursued the defense of such ProceedingProceeding within a reasonable time, then in any such event the fees and expenses of which cases the Expenses of Indemnitee in Indemnitee’s counsel to defend such Proceeding shall (but not more than one law firm plus, if applicable, local counsel in respect of any such Proceeding) will be reimbursed or paid by subject to the Companyindemnification and advancement of Expenses provisions of this Agreement. The In addition, the Company or its affiliate shall will not be entitled to assume the defense of any Proceeding action, suit or proceeding brought by or on behalf of the Company by its stockholders or as to which Indemnitee’s counsel shall Indemnitee will have made the conclusion set forth initiated in clause (ii) of the preceding sentence of this accordance with Section 83(c).