Employment of Counsel. The Trustee may employ legal counsel (who may be counsel for the Employer) and shall be fully protected in acting or refraining from acting, upon such counsel's advice in respect to any legal questions.
Employment of Counsel. The Trustee may consult with legal counsel (who may be counsel for the Company or any Subsidiary) and shall be fully protected with respect to any action taken or omitted by it in good faith pursuant to the advice of counsel.
Employment of Counsel. To the extent the Company does not, at the time of the commencement of or the threat of commencement of a Proceeding, have applicable D&O Insurance, or if a Determination is made that any Expenses arising out of such Proceeding will not be payable under the D&O Insurance then in effect, the Company shall be obligated to pay the Expenses of any such Proceeding in advance of the final disposition thereof as provided in Article V and the Company, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel satisfactory to Indemnitee, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, the Company will not be liable to Indemnitee under this Agreement for any legal or other Expenses subsequently incurred by Indemnitee in connection with such defense other than reasonable Expenses of investigation provided that Indemnitee shall have the right to employ its own counsel in any such Proceeding but the fees and expenses of such counsel incurred after delivery of notice from the Company of its assumption of such defense shall be at Indemnitee’s expense and provided further that if (i) the employment of counsel by Indemnitee has been previously authorized by the Company, (ii) Indemnitee and counsel shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (iii) the Company shall not, in fact, have employed counsel to assume the defense of such Proceeding, the fees and expenses of counsel shall be at the expense of the Company.
Employment of Counsel. 18 ARTICLE 8 INSURERS......................................................................19
Employment of Counsel. 25 ARTICLE 8 25 ---------
Employment of Counsel. The Trustee may consult with legal counsel (who may be counsel for the Company or any Subsidiary) and shall be fully protected with respect to any action taken or omitted by it in good faith pursuant to the advice of counsel. AMERISTAR CASINOS, INC. Deferred Compensation Plan Master Trust Agreement ================================================================================
Employment of Counsel. The Trustee may consult with legal counsel (who, prior to a Change in Control, but not after a Change in Control, may be counsel for the Company or any Subsidiary) and shall be fully protected with respect to any action taken or omitted by it in good faith pursuant to the advice of counsel.
Employment of Counsel. The Representative may control the defense of --------------------- any third party claim with respect to which an Indemnifiable Loss has been asserted. Notwithstanding the foregoing, if the aggregate amount of all such third party and indemnity claims plus the aggregate good faith estimates of the reasonable expenses to defend such claims exceed the number of Escrow Shares multiplied by the Value Per Share, the Indemnitees may control the defense of all such third party and general indemnity claims which have been brought under this Agreement, provided that the Indemnitees may not settle a third party claim without the approval of the Representative, which approval shall not be unreasonably withheld. When the Indemnitee is in control of the defense of such a claim, the Representative may, at his expense, and when the Representative is in control of the defense of a claim, the Indemnitee may, at its expense (which expenses shall not be treated as a Loss hereunder), participate in the defense of any litigation or claim.
Employment of Counsel. The Indemnitor may control the defense of any third party claim with respect to which an Indemnifiable Loss has been asserted except to the extent any such claim seeks non-monetary remedies in which case the Indemnitee may control the defense of such elements of the claim that involve non-monetary remedies. Notwithstanding the foregoing, if the aggregate amount of all such third party and indemnity claims plus the aggregate good faith estimates of the reasonable expenses to defend such claims exceed the number of remaining Escrow Shares (if the Indemnitee is a Purchaser Indemnitee) or the remaining Additional Shares (if the Indemnitees are the Stockholder Indemnitee(s) multiplied by the Value Per Share, the Indemnitee(s)) may control the defense of all such third party and general indemnity claims which have been brought under this Agreement, provided that the Indemnitees may not settle a third party claim without the approval of the Indemnitor, which approval shall not be unreasonably withheld, except to the extent any such claim seeks non-monetary remedies in which case the Indemnitee(s) may settle such claims without the approval of the Indemnitor to the extent that such claims involve non-monetary remedies. When the Indemnitee is in control of the defense of such a claim, the Indemnitor may, at its expense, and when the Indemnitor is in control of the defense of a claim, the Indemnitee may, at its expense (which expenses shall not be treated as a Loss hereunder), participate in the defense of any litigation or claim.
Employment of Counsel. 18 ARTICLE 7 Insurers................................................... 18 7.1 Insurer Not a Party....................................... 18 7.2
