Common use of Indemnified Party’s Right to Separate Counsel Clause in Contracts

Indemnified Party’s Right to Separate Counsel. If the Indemnitor has undertaken the defence of a Third Party Claim where the named parties to any action or proceeding arising from such Third Party Claim include both the Indemnitor and the Indemnified Party, and a representation of both the Indemnitor and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defences), then the Indemnified Party shall have the right, at the cost and expense of the Indemnitor, to engage separate counsel to defend such Third Party Claim on behalf of the Indemnified Party and all other provisions of this Section 9.4 shall continue to apply to the defence of the Third Party Claim, including the Indemnified Party’s obligation not to make any admission of liability regarding, or settle or compromise, such Third Party Claim without the Indemnitor’s prior consent. In addition, the Indemnified Party shall have the right to employ separate counsel and to participate in the defence of such Third Party Claim at any time, with the fees and expenses of such counsel at the expense of the Indemnified Party.

Indemnified Party’s Right to Separate Counsel. If the Indemnitor has undertaken the defence of a Third Party Claim where the named parties to any action or proceeding arising from such Third Party Claim include both the Indemnitor and the Indemnified Party, and a representation of both the Indemnitor and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defences), then the Indemnified Party shall have the right, at the cost and expense of the Indemnitor, to engage separate counsel to defend such Third Party Claim on behalf of the Indemnified Party and all other provisions of this Section 9.4 shall continue to apply to the defence of the Third Party Claim, including the Indemnified Party’s obligation not to make any admission of liability regarding, or settle or compromise, such Third Party Claim without the Indemnitor’s prior consent. In addition, the Indemnified Party shall have the right to employ separate counsel and to participate in the defence of such Third Party Claim at any time, with the fees and expenses of such counsel at the expense of the Indemnified Party.

Indemnified Party’s Right to Separate Counsel. If the Indemnitor has undertaken the defence of a Third Party Claim where the named parties to any action or proceeding arising from such Third Party Claim include both the Indemnitor and the Indemnified Party, and a representation of both the Indemnitor and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defences), then the Indemnified Party shall have the right, at the cost and expense of the Indemnitor, to engage separate counsel to defend such Third Party Claim on behalf of the Indemnified Party and all other provisions of this Section 9.4 12.4 shall continue to apply to the defence of the Third Party Claim, including the Indemnified Party’s obligation not to make any admission of liability regarding, or settle or compromise, such Third Party Claim without the Indemnitor’s prior consent. In addition, the Indemnified Party shall have the right to employ separate counsel and to participate in the defence of such Third Party Claim at any time, with the fees and expenses of such counsel at the expense of the Indemnified Party.

Indemnified Party’s Right to Separate Counsel. If the Indemnitor has undertaken the defence of a Third Party Claim where the named parties to any action or proceeding arising from such Third Party Claim include both the Indemnitor and the an Indemnified Party, and a representation of both such Indemnified Party has reasonably concluded that counsel selected by the Indemnitor and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them has a conflict of interest (such as the availability of different defences), then the Indemnified Party shall have the right, at the cost and expense of the Indemnitor, to engage separate counsel to defend participate in the defense of such Third Party Claim on behalf of the Indemnified Party Party, and all other provisions of this Section 9.4 11.4 shall continue to apply to the defence of the Third Party Claim, including the Indemnified Party’s obligation not to make any admission of liability regarding, or settle or compromise, such Third Party Claim without the Indemnitor’s prior consent. In addition, the Indemnified Party shall have the right to employ separate counsel and to participate in the defence of such Third Party Claim at any time, with the fees and expenses of such counsel at the expense of the Indemnified Party.

Indemnified Party’s Right to Separate Counsel. If the Indemnitor has undertaken the defence of a Third Party Claim where the named parties to any action or proceeding arising from such Third Party Claim include both the Indemnitor and the an Indemnified Party, and a representation of both such Indemnified Party has reasonably concluded that counsel selected by the Indemnitor and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them has a conflict of interest (such as the availability of different defences), then the Indemnified Party shall have the right, at the cost and expense of the Indemnitor, to engage separate counsel to defend participate in the defense of such Third Party Claim on behalf of the Indemnified Party Party, and all other provisions of this Section 9.4 11.3 shall continue to apply to the defence of the Third Party Claim, including the Indemnified Party’s obligation not to make any admission of liability regarding, or settle or compromise, such Third Party Claim without the Indemnitor’s prior consent. In addition, the Indemnified Party shall have the right to employ separate counsel and to participate in the defence of such Third Party Claim at any time, with the fees and expenses of such counsel at the expense of the Indemnified Party.

Indemnified Party’s Right to Separate Counsel. If the Indemnitor has undertaken the defence of a Third Party Claim where the named parties to any action or proceeding arising from such Third Party Claim include both the Indemnitor and the Indemnified Party, and a representation of both the Indemnitor and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defences), then the Indemnified Party shall have the right, at the cost and expense of the Indemnitor, to engage separate counsel to defend such Third Party Claim on behalf of the Indemnified Party and all other provisions of this Section 9.4 12.3 shall continue to apply to the defence of the Third Party Claim, including the Indemnified Party’s obligation not to make any admission of liability regarding, or settle or compromise, such Third Party Claim without the Indemnitor’s prior consent. In addition, the Indemnified Party shall have the right to employ separate counsel and to participate in the defence of such Third Party Claim at any time, with the fees and expenses of such counsel at the expense of the Indemnified Party.

Indemnified Party’s Right to Separate Counsel. If the Indemnitor has undertaken the defence of a Third Party Claim where the named parties to any action or proceeding arising from such Third Party Claim include both the Indemnitor and the an Indemnified Party, and a representation of both such Indemnified Party has reasonably concluded that counsel selected by the Indemnitor and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them has a conflict of interest (such as the availability of different defences), then the Indemnified Party shall have the right, at the cost and expense of the Indemnitor, to engage separate counsel to defend participate in the defense of such Third Party Claim on behalf of the Indemnified Party Party, and all other provisions of this Section 9.4 13.3 shall continue to apply to the defence of the Third Party Claim, including the Indemnified Party’s obligation not to make any admission of liability regarding, or settle or compromise, such Third Party Claim without the Indemnitor’s prior consent. In addition, the Indemnified Party shall have the right to employ separate counsel and to participate in the defence of such Third Party Claim at any time, with the fees and expenses of such counsel at the expense of the Indemnified Party.

Indemnified Party’s Right to Separate Counsel. If the Indemnitor has undertaken the defence of a Third Party Claim where the named parties to any action or proceeding arising from such Third Party Claim include both the Indemnitor and the an Indemnified Party, Party and a representation of both such Indemnified Party has reasonably concluded that counsel selected by the Indemnitor and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them has a conflict of interest (such as the availability of different defences), then the Indemnified Party shall have the right, at the cost and expense of the Indemnitor, to engage separate counsel to defend participate in the defence of such Third Party Claim on behalf of the Indemnified Party and all other provisions of this Section 9.4 shall continue to apply to the defence of the Third Party Claim, including the Indemnified Party’s obligation not to make any admission of liability regarding, or settle or compromise, such Third Party Claim without the Indemnitor’s prior consent. In addition, the Indemnified Party shall have the right to employ separate counsel and to participate in the defence of such Third Party Claim at any time, with the fees and expenses of such counsel at the expense of the Indemnified Party.

Indemnified Party’s Right to Separate Counsel. If the Indemnitor has undertaken the defence of a Third Party Claim where the named parties to any action or proceeding arising from such Third Party Claim include both the Indemnitor and the Indemnified Party, and a representation of both the Indemnitor and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defences), then the Indemnified Party shall have the right, at the cost and expense of the Indemnitor, to engage separate counsel to defend such Third Party Claim on behalf of the Indemnified Party and all other provisions of this Section 9.4 16.3 shall continue to apply to the defence of the Third Party Claim, including the Indemnified Party’s obligation not to make any admission of liability regarding, or settle or compromise, such Third Party Claim without the Indemnitor’s prior consent. In addition, the Indemnified Party shall have the right to employ separate counsel and to participate in the defence of such Third Party Claim at any time, with the fees and expenses of such counsel at the expense of the Indemnified Party.

Indemnified Party’s Right to Separate Counsel. If the Indemnitor has undertaken the defence of a Third Party Claim where the named parties to any action or proceeding arising from such Third Party Claim include both the Indemnitor and the Indemnified Party, and a representation of both the Indemnitor and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defences), then the Indemnified Party shall have the right, at the cost and expense of the Indemnitor, to engage separate counsel to defend such Third Party Claim on behalf of the Indemnified Party and all other provisions of this Section 9.4 11.4 shall continue to apply to the defence of the Third Party Claim, including the Indemnified Party’s obligation not to make any admission of liability regarding, or settle or compromise, such Third Party Claim without the Indemnitor’s prior consent. In addition, the Indemnified Party shall have the right to employ separate counsel and to participate in the defence of such Third Party Claim at any time, with the fees and expenses of such counsel at the expense of the Indemnified Party.

Indemnified Party’s Right to Separate Counsel. If the Indemnitor has undertaken the defence of a Third Party Claim where the named parties to any action or proceeding arising from such Third Party Claim include both the Indemnitor and the an Indemnified Party, Party and a representation of both such Indemnified Party has reasonably concluded that counsel selected by the Indemnitor and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them has a conflict of interest (such as the availability of different defences), then the Indemnified Party shall have the right, at the cost and expense of the Indemnitor, to engage separate counsel to defend participate in the defence of such Third Party Claim on behalf of the Indemnified Party Party, and all other provisions of this Section 9.4 shall continue to apply to the defence of the Third Party Claim, including the Indemnified Party’s obligation not to make any admission of liability regarding, or settle or compromise, such Third Party Claim without the Indemnitor’s prior consent. In addition, the Indemnified Party shall have the right to employ separate counsel and to participate in the defence of such Third Party Claim at any time, with the fees and expenses of such counsel at the expense of the Indemnified Party.

Indemnified Party’s Right to Separate Counsel. If the Indemnitor has undertaken the defence of a Third Party Claim where the named parties to any action or proceeding arising from such Third Party Claim include both the Indemnitor and the Indemnified Party, and a representation of both the Indemnitor and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defences), then the Indemnified Party shall have the right, at the cost and expense of the Indemnitor, to engage separate counsel to defend such Third Party Claim on behalf of the Indemnified Party and all other provisions of this Section 9.4 13.4 shall continue to apply to the defence of the Third Party Claim, including the Indemnified Party’s obligation not to make any admission of liability regarding, or settle or compromise, such Third Party Claim without the Indemnitor’s prior consent. In addition, the Indemnified Party shall have the right to employ separate counsel and to participate in the defence of such Third Party Claim at any time, with the fees and expenses of such counsel at the expense of the Indemnified Party.