Common use of DIFFERING INTERESTS Clause in Contracts

DIFFERING INTERESTS. the named parties to any such proceedings (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to an actual or potential conflict of interest between them. Where there is any disagreement between the parties as to whether there is an actual or potential conflict of interest pursuant to subclause 8.6.2 such disagreement shall be referred to the President of the New Zealand Law Society whose determination shall be binding and the costs of obtaining such determination shall be paid equally by the Indemnifying Party and the Indemnified Party. It is understood and agreed by the parties that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm for the Indemnified Party. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought pursuant to this clause 8 by such Indemnified Party.

DIFFERING INTERESTS. the named parties to any such proceedings (including any the impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to an actual or potential conflict of interest between them. Where there is any disagreement between the parties as to whether there is an actual or potential conflict of interest pursuant to subclause 8.6.2 sub-clause 7.6.2 such disagreement shall be referred to the President of the New Zealand Law Society whose determination shall be binding and the costs of obtaining such determination shall be paid equally by the Indemnifying Party and the Indemnified Party. It is understood and agreed by the parties that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm for the Indemnified Party. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought pursuant to this clause 8 7 by such Indemnified Party.

DIFFERING INTERESTS. the named parties to any such proceedings (including any the impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to an actual or potential conflict of interest between them. Where there is any disagreement between the parties as to whether there is an actual or potential conflict of interest pursuant to subclause 8.6.2 sub-clause 7.6.2 Infrastructure Agreement Page 24 such disagreement shall be referred to the President of the New Zealand Law Society whose determination shall be binding and the costs of obtaining such determination shall be paid equally by the Indemnifying Party and the Indemnified Party. It is understood and agreed by the parties that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm for the Indemnified Party. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought pursuant to this clause 8 7 by such Indemnified Party.