Common use of Indemnitee’s Right to Counsel Clause in Contracts

Indemnitee’s Right to Counsel. Notwithstanding the provisions of Section 12(b) of this Agreement, (i) if in a Proceeding or a claim, issue or matter involved in a Proceeding to which Indemnitee is a party by reason of Indemnitee’s Corporate Status, (A) Indemnitee reasonably concludes that he or she may have separate defenses or counterclaims to assert with respect to such Proceeding or such claim, issue or matter which are inconsistent with the position of other defendants in such Proceeding or such claim, issue or matter, as applicable, or (B) a conflict of interest or potential conflict of interest exists between Indemnitee and the Corporation, or (ii) if the Corporation fails to assume the defense of such Proceeding or such claim, issue or matter in a timely manner, Indemnitee shall be entitled to be represented by separate legal counsel, which shall represent other persons similarly situated, of Indemnitee’s and such other persons’ choice and reasonably acceptable to the Corporation at the expense of the Corporation. In addition, if the Corporation fails to comply with any of its obligations under this Agreement or in the event that the Corporation or any other Entity or individual takes any action to declare this Agreement void or unenforceable, or institutes any Proceeding or any claim, issue or matter involved in any Proceeding to deny or to recover from Indemnitee the benefits intended to be provided to Indemnitee under this Agreement, except with respect to any Proceeding or any claim, issue or matter involved in any Proceeding that is resolved in favor of the Corporation, Indemnitee shall have the right to retain counsel of Indemnitee’s choice, at the expense of the Corporation, to represent Indemnitee in connection with any such matter.

Indemnitee’s Right to Counsel. Notwithstanding the provisions of Section 12(b) of this Agreement, (i) if in a Proceeding or a claim, issue or matter involved in a Proceeding to which Indemnitee is a party by reason of Indemnitee’s Corporate Status, (A) Indemnitee reasonably concludes that he or she may have separate defenses or counterclaims to assert with respect to such Proceeding or such claim, issue or matter which are inconsistent with the position of other defendants in such Proceeding or such claim, issue or matter, as applicable, or (B) a conflict of interest or potential conflict of interest exists between Indemnitee and the CorporationCompany, or (ii) if the Corporation Company fails to assume the defense of such Proceeding or such claim, issue or matter in a timely manner, Indemnitee shall be entitled to be represented by separate legal counsel, which shall represent other persons similarly situated, of Indemnitee’s and such other persons’ choice and counsel reasonably acceptable to the Corporation Company, which separate legal counsel shall represent other defendants in such Proceeding or such claim, issue or matter that are similarly situated to Indemnitee, at the expense of the CorporationCompany. In addition, if the Corporation Company fails to comply with any of its obligations under this Agreement or in the event that the Corporation Company or any other Entity or individual takes any action to declare this Agreement void or unenforceable, or institutes any Proceeding or any claim, issue or matter involved in any Proceeding to deny or to recover from Indemnitee the benefits intended to be provided to Indemnitee under this Agreement, except with respect to any Proceeding or any claim, issue or matter involved in any Proceeding that is resolved in favor of the CorporationCompany, Indemnitee shall have the right to retain counsel of Indemnitee’s choice, at the expense of the CorporationCompany, to represent Indemnitee in connection with any such matter.

Indemnitee’s Right to Counsel. Notwithstanding the provisions of Section 12(b) of this Agreement, (i) if in a Proceeding or a claim, issue or matter involved in a Proceeding to which Indemnitee is a party by reason of Indemnitee’s Corporate Status, (A) Indemnitee reasonably concludes that he or she may have separate defenses or counterclaims to assert with respect to such Proceeding or such claim, issue or matter which are inconsistent with the position of other defendants in such Proceeding or such claim, issue or matter, as applicable, or (B) a conflict of interest or potential conflict of interest exists between Indemnitee and the CorporationCompany, or (ii) if the Corporation Company fails to assume the defense of such Proceeding or such claim, issue or matter in a timely manner, Indemnitee shall be entitled to be represented by separate legal counsel, which shall represent other persons similarly situated, of Indemnitee’s and such other persons’ choice and counsel reasonably acceptable to the Corporation Company, which separate legal counsel shall represent other defendants in such Proceeding or such claim, issue or matter that are similarly situated to Indemnitee, at the expense of the CorporationCompany. In addition, if the Corporation Company fails to comply with any of its obligations under this Agreement or in the event that the Corporation Company or any other Entity or individual takes any action to declare this Agreement void or unenforceable, or institutes any Proceeding or any claim, issue or matter involved in any Proceeding to deny or to recover from Indemnitee the benefits intended to be provided to Indemnitee under this Agreement, except with respect to any Proceeding or any claim, issue or matter involved in any Proceeding that is resolved in favor of the CorporationCompany, Indemnitee Xxxxxxxxxx shall have the right to retain counsel of Indemnitee’s choice, at the expense of the CorporationCompany, to represent Indemnitee in connection with any such matter.

Indemnitee’s Right to Counsel. Notwithstanding the provisions of Section 12(b) of this Agreementabove, (i) if in a Proceeding or a claim, issue or matter involved in a Proceeding to which Indemnitee is a party by reason of Indemnitee’s Corporate Status, (A) Indemnitee reasonably concludes that he or she may have separate defenses or counterclaims to assert with respect to such Proceeding or such claim, any issue or matter which are inconsistent with the position of other defendants in such Proceeding or such claim, issue or matter, as applicable, or (B) a conflict of interest or potential conflict of interest exists between Indemnitee and the CorporationCompany, or (ii) if the Corporation Company fails to assume the defense of such Proceeding or such claim, issue or matter in a timely manner, Indemnitee shall be entitled to be represented by separate legal counsel, which shall represent other persons persons’ similarly situated, of Indemnitee’s and such other persons’ choice and reasonably acceptable to the Corporation Company at the expense of the CorporationCompany. In addition, if the Corporation Company fails to comply with any of its obligations under this Agreement or in the event that the Corporation Company or any other Entity or individual takes any action to declare this Agreement void or unenforceable, or institutes any Proceeding or any claim, issue or matter involved in any Proceeding to deny or to recover from Indemnitee the benefits intended to be provided to Indemnitee under this Agreementhereunder, except with respect to any Proceeding or any claim, issue or matter involved in any Proceeding that is resolved in favor of the CorporationCompany, Indemnitee shall have the right to retain counsel of Indemnitee’s choice, at the expense of the CorporationCompany, to represent Indemnitee in connection with any such matter.

Indemnitee’s Right to Counsel. Notwithstanding the provisions of Section 12(b) of this Agreementabove, (i) if in a Proceeding or a claim, issue or matter involved in a Proceeding to which Indemnitee is a party by reason of Indemnitee’s Corporate Status, (A) Indemnitee reasonably concludes that he or she may have separate defenses or counterclaims to assert with respect to such Proceeding or such claim, any issue or matter which are inconsistent with the position of other defendants in such Proceeding or such claim, issue or matter, as applicable, or (B) a conflict of interest or potential conflict of interest exists between Indemnitee and the CorporationCompany, or (ii) if the Corporation Company fails to assume the defense of such Proceeding or such claim, issue or matter in a timely manner, Indemnitee shall be entitled to be represented by separate legal counsel, which shall represent other persons similarly situated, of Indemnitee’s and such other persons’ choice and reasonably acceptable to the Corporation Company at the expense of the CorporationCompany. In addition, if the Corporation Company fails to comply with any of its obligations under this Agreement or in the event that the Corporation Company or any other Entity or individual takes any action to declare this Agreement void or unenforceable, or institutes any Proceeding or any claim, issue or matter involved in any Proceeding to deny or to recover from Indemnitee the benefits intended to be provided to Indemnitee under this Agreementhereunder, except with respect to any Proceeding or any claim, issue or matter involved in any Proceeding that is resolved in favor of the CorporationCompany, Indemnitee shall have the right to retain counsel of Indemnitee’s choice, at the expense of the CorporationCompany, to represent Indemnitee in connection with any such matter.

Indemnitee’s Right to Counsel. Notwithstanding the provisions of Section 12(b) of this Agreement), (i) if in a Proceeding or a claim, issue or matter involved in a Proceeding to which Indemnitee is a party by reason of Indemnitee’s Corporate Status, (A) Indemnitee reasonably concludes that he or she may have separate defenses or counterclaims to assert with respect to such Proceeding or such claim, any issue or matter which are inconsistent with the position of other defendants in such Proceeding or such claim, issue or matter, as applicable, or (B) a conflict of interest or potential conflict of interest exists between Indemnitee and the CorporationCompany, or (ii) if the Corporation Company fails to assume the defense of such Proceeding or such claim, issue or matter in a timely manner, Indemnitee shall be entitled to be represented by separate legal counsel, which shall represent other persons persons’ similarly situated, of Indemnitee’s and such other persons’ choice and reasonably acceptable to the Corporation Company at the expense of the CorporationCompany. In addition, if the Corporation Company fails to comply with any of its obligations under this Agreement or in the event that the Corporation Company or any other Entity or individual takes any action to declare this Agreement void or unenforceable, or institutes any Proceeding or any claim, issue or matter involved in any Proceeding to deny or to recover from Indemnitee the benefits intended to be provided to Indemnitee under this Agreementhereunder, except with respect to any Proceeding or any claim, issue or matter involved in any Proceeding that is resolved in favor of the CorporationCompany, Indemnitee shall have the right to retain counsel of Indemnitee’s choice, at the expense of the CorporationCompany, to represent Indemnitee in connection with any such matter.

Indemnitee’s Right to Counsel. Notwithstanding the provisions of Section 12(b) of this Agreement7.2 above, (i) if in a Proceeding or a claimif, issue or matter involved in a Proceeding to which Indemnitee is a party (or threatened to be made a party) or is otherwise involved (including as a witness) by reason of (or arising in whole or in part out of) (i) Indemnitee’s Corporate Status or (ii) any act performed or omitted to be performed by the Indemnitee in connection with such Status, in each case whether the event or occurrence to which such Proceeding relates occurred or was omitted before, on, or after the date of this Agreement, (Aa) Indemnitee reasonably concludes that he or she may have separate defenses or counterclaims to assert with respect to such Proceeding or such claim, any issue or matter which are inconsistent may not be consistent with the position of other defendants in such Proceeding or such claimProceeding, issue or matter, as applicable, or (Bb) Indemnitee reasonably concludes that a conflict of interest or potential conflict of interest exists between Indemnitee and the CorporationCompany, or (iic) if the Corporation Company fails to assume the defense of such Proceeding or such claim, issue or matter proceeding in a timely manner, Indemnitee shall be entitled to be represented by separate legal counsel, which shall represent other persons similarly situated, counsel of Indemnitee’s and such other persons’ choice and reasonably acceptable to the Corporation at the expense of the CorporationCompany. In addition, if the Corporation Company fails to comply with any of its obligations under this Agreement or in the event that the Corporation Company or any other Entity or individual person takes any action to declare this Agreement void or unenforceable, or institutes any Proceeding action, suit or any claim, issue or matter involved in any Proceeding proceeding to deny or to recover from Indemnitee the benefits intended to be provided to Indemnitee under this Agreement, except with respect to any Proceeding or any claim, issue or matter involved in any Proceeding that is resolved in favor of the Corporationhereunder, Indemnitee shall have the right to retain counsel of Indemnitee’s choice, at the expense of the CorporationCompany, to represent Indemnitee in connection with any such matter.

Indemnitee’s Right to Counsel. Notwithstanding the provisions of Section 12(b) of this Agreement), (i) if in a Proceeding or a claim, issue or matter involved in a Proceeding to which Indemnitee is a party (or otherwise a participant) by reason of Indemnitee’s Corporate Status, (A) Indemnitee reasonably concludes that he or she may have separate defenses or counterclaims to assert with respect to such Proceeding or such claim, any issue or matter which are inconsistent with the position of other defendants in such Proceeding or such claim, issue or matter, as applicableProceeding, or (B) a conflict of interest or potential conflict of interest exists between Indemnitee and the CorporationCardtronics Delaware, or (ii) if the Corporation Cardtronics Delaware fails to assume the defense of such Proceeding or such claim, issue or matter proceeding in a timely manneraccordance with Section 12(b), Indemnitee shall be entitled to be represented by separate legal counsel, which shall represent other persons persons’ similarly situated, of Indemnitee’s and such other persons’ choice and reasonably acceptable to Cardtronics Delaware at, to the Corporation at fullest extent permitted by applicable law, the expense of the CorporationCardtronics Delaware. In addition, to the fullest extent permitted by applicable law, if the Corporation Cardtronics Delaware fails to comply with any of its obligations under this Agreement or in the event that the Corporation Cardtronics Delaware or any other Entity or individual person takes any action to declare this Agreement void or unenforceable, or institutes any Proceeding action, suit or any claim, issue or matter involved in any Proceeding proceeding to deny or to recover from Indemnitee the benefits intended to be provided to Indemnitee under this Agreementhereunder, except with respect to any Proceeding such actions suits or any claim, issue or matter involved in any Proceeding proceedings brought by Cardtronics Delaware that is are resolved in favor of the CorporationCardtronics Delaware, Indemnitee shall have the right to retain counsel of Indemnitee’s choice, at the expense of the CorporationCardtronics Delaware, to represent Indemnitee in connection with any such matter.