Common use of Joint Defense Clause in Contracts

Joint Defense. Notwithstanding anything to the contrary herein contained, if (a) Indemnitee elects to retain counsel in connection with any Claim in respect of which indemnification may be sought by Indemnitee against the Company pursuant to this Agreement and (b) any other director or officer of the Company may also be subject to liability arising out of such Claim and in connection with such Claim may seek indemnification against the Company pursuant to an agreement similar to this Agreement, Indemnitee, together with such other persons, will employ counsel to represent jointly Indemnitee and such other persons unless the employment of separate counsel shall have been authorized in writing by the Board of Directors of the Company in connection with the defense of such action or the Indemnitee shall have reasonably concluded and delivered to the Board of Directors a written request setting forth in reasonable detail the basis for the determination that such Indemnitee has available to its defenses which are inconsistent with the defenses available to any other party seeking indemnification against the Company. In the event the Board of Directors of the Company fails to act on such request within 30 calendar days after receipt thereof by the Company, Indemnitee will be deemed to be entitled to be represented by separate counsel in connection with such Claim.

Joint Defense. Notwithstanding anything to the contrary herein containedcontained herein, if (a) the Indemnitee elects to retain counsel in connection with any Claim Proceeding or claim in respect of which indemnification may be sought by the Indemnitee against the Company pursuant to this Agreement and (b) any other director or officer of the Company or person serving at the request of the Company in an Authorized Capacity of or for Another Entity may also be subject to liability arising out of such Claim Proceeding or claim and in connection with such Claim may seek Proceeding or claim seeks indemnification against the Company pursuant to an agreement similar to this Agreement, the Indemnitee, together with such other persons, will employ counsel to represent jointly the Indemnitee and such other persons unless the employment Indemnitee determines that such joint representation would be precluded under the applicable standards of separate counsel shall have been authorized in writing by professional conduct then prevailing under the Board of Directors law of the Company State of Delaware, in connection with the defense of such action or which case the Indemnitee shall have reasonably concluded and delivered will notify the Company (to the Board of Directors a written request setting forth in reasonable detail the basis for the determination that such Indemnitee has available to its defenses which are inconsistent with the defenses available to any other party seeking indemnification against the Company. In the event the Board of Directors attention of the Company fails to act on such request within 30 calendar days after receipt Secretary) thereof by the Company, Indemnitee and will be deemed to be entitled to be represented by separate counsel in connection with such Claimcounsel.

Joint Defense. Notwithstanding anything to the contrary herein contained, if (ai) Indemnitee elects to retain counsel in connection with any Claim in respect of which indemnification may be sought by Indemnitee against the Company pursuant to this Agreement and (bii) any other director or officer of the Company may also be subject to liability arising out of such Claim and in connection with such Claim may seek indemnification against the Company pursuant to an agreement similar to this Agreement, Indemnitee, together with such other persons, will employ counsel reasonably acceptable to all indemnities and all such other persons to represent jointly Indemnitee and such other persons unless the employment Board, upon the written request of separate counsel shall have been authorized in writing by the Board of Directors of the Company in connection with the defense of such action or the Indemnitee shall have reasonably concluded and delivered to the Board Company (to the attention of Directors a written request the Secretary) setting forth in reasonable detail the basis for the determination such request, determines that such joint representation would be precluded under the applicable standards of professional conduct then prevailing under the law of the State of Delaware. If the Board makes such a determination, then Indemnitee has available will be entitled to its defenses which are inconsistent with the defenses available to any other party seeking indemnification against the Companybe represented by separate counsel. In the event that the Board of Directors of the Company fails to act on such request within 30 calendar days after receipt thereof by the Company, Indemnitee will be deemed to be entitled to be represented by separate counsel in connection with such ClaimClaim and the reasonable fees and expenses of such counsel shall be Expenses subject to this Agreement.

Joint Defense. Notwithstanding anything to the contrary herein containedcontained ------------- herein, if (a) the Indemnitee elects to retain counsel in connection with any Claim Proceeding or claim in respect of which indemnification may be sought by the Indemnitee against the Company pursuant to this Agreement and (b) any other director or officer of the Company or person serving at the request of the Company in an Authorized Capacity of or for Another Entity may also be subject to liability arising out of such Claim Proceeding or claim and in connection with such Claim may seek Proceeding or claim seeks indemnification against the Company pursuant to an agreement similar to this Agreement, the Indemnitee, together with such other persons, will employ counsel to represent jointly the Indemnitee and such other persons unless the employment Indemnitee determines that such joint representation would be precluded under the applicable standards of separate counsel shall have been authorized in writing by professional conduct then prevailing under the Board of Directors law of the Company State of Texas, in connection with the defense of such action or which case the Indemnitee shall have reasonably concluded and delivered will notify the Company (to the Board of Directors a written request setting forth in reasonable detail the basis for the determination that such Indemnitee has available to its defenses which are inconsistent with the defenses available to any other party seeking indemnification against the Company. In the event the Board of Directors attention of the Company fails to act on such request within 30 calendar days after receipt Secretary) thereof by the Company, Indemnitee and will be deemed to be entitled to be represented by separate counsel in connection with such Claimcounsel.

Joint Defense. Notwithstanding anything to the contrary herein containedcontained herein, if (a) the Indemnitee elects to retain counsel in connection with any Claim Proceeding or claim in respect of which indemnification may be sought by the Indemnitee against the Company pursuant to this Agreement and (b) any other director or officer of the Company or person serving at the request of the Company in an Authorized Capacity of or for Another Entity may also be subject to liability arising out of such Claim Proceeding or claim and in connection with such Claim may seek Proceeding or claim seeks indemnification against the Company pursuant to an agreement similar to this Agreement, the Indemnitee, together with such other persons, will shall employ counsel to represent jointly the Indemnitee and such other persons unless the employment Indemnitee determines that such joint representation would be precluded under the applicable standards of separate counsel shall have been authorized in writing by professional conduct then prevailing under the Board of Directors law of the Company State of Delaware, in connection with the defense of such action or which case the Indemnitee shall have reasonably concluded and delivered will notify the Company (to the Board of Directors a written request setting forth in reasonable detail the basis for the determination that such Indemnitee has available to its defenses which are inconsistent with the defenses available to any other party seeking indemnification against the Company. In the event the Board of Directors attention of the Company fails to act on such request within 30 calendar days after receipt Secretary) thereof by the Company, Indemnitee and will be deemed to be entitled to be represented by separate counsel in connection with such Claimcounsel.

Joint Defense. Notwithstanding anything to the contrary herein containedcontained ------------- herein, if (a) the Indemnitee elects to retain counsel in connection with any Claim Proceeding or claim in respect of which indemnification may be sought by the Indemnitee against the Company pursuant to this Agreement and (b) any other director or officer of the Company or person serving at the request of the Company in an Authorized Capacity of or for Another Entity may also be subject to liability arising out of such Claim Proceeding or claim and in connection with such Claim may seek Proceeding or claim seeks indemnification against the Company pursuant to an agreement similar to this Agreement, the Indemnitee, together with such other persons, will employ counsel to represent jointly the Indemnitee and such other persons unless the employment Indemnitee determines that such joint representation would be precluded under the applicable standards of separate counsel shall have been authorized in writing by professional conduct then prevailing under the Board of Directors law of the Company State of Delaware, in connection with the defense of such action or which case the Indemnitee shall have reasonably concluded and delivered will notify the Company (to the Board of Directors a written request setting forth in reasonable detail the basis for the determination that such Indemnitee has available to its defenses which are inconsistent with the defenses available to any other party seeking indemnification against the Company. In the event the Board of Directors attention of the Company fails to act on such request within 30 calendar days after receipt Secretary) thereof by the Company, Indemnitee and will be deemed to be entitled to be represented by separate counsel in connection with such Claimcounsel.

Joint Defense. Notwithstanding anything to the contrary herein ------------- contained, if (a) Indemnitee elects to retain counsel in connection with any Claim in respect of which indemnification may be sought by Indemnitee against the Company Corporation pursuant to this Agreement and (b) any other director or officer of the Company Corporation may also be subject to liability arising out of such Claim and in connection with such Claim may seek indemnification against the Company Corporation pursuant to an agreement similar to this Agreement, Indemnitee, together with such other persons, will employ counsel to represent jointly Indemnitee and such other persons unless the employment of separate counsel shall have been authorized in writing by the Board of Directors of the Company in connection with Corporation, upon the defense written request of such action or the Indemnitee shall have reasonably concluded and delivered to the Board Corporation (to the attention of Directors a written request the Secretary) setting forth in reasonable detail the basis for the determination such request, determines that such joint representation would be precluded under the applicable standards of professional conduct then prevailing under the law of the State of Delaware, in which case Indemnitee has available will be entitled to its defenses which are inconsistent with the defenses available to any other party seeking indemnification against the Companybe represented by separate counsel. In the event that the Board of Directors of the Company Corporation fails to act on such request within 30 calendar days after receipt thereof by the CompanyCorporation, Indemnitee will be deemed to be entitled to be represented by separate counsel in connection with such Claim.

Joint Defense. Notwithstanding anything to the contrary herein contained, if (a) Indemnitee elects to retain counsel in connection with any Claim in respect of which indemnification may be sought by Indemnitee against the Company pursuant to this Agreement and (b) any other director or officer of the Company may also be subject to liability arising out of such Claim and in connection with such Claim may seek indemnification against the Company pursuant to an agreement similar to this Agreement, Indemnitee, together with such other persons, will employ counsel reasonably acceptable to all indemnities and all such other persons to represent jointly Indemnitee and such other persons unless the employment Board, upon the written request of separate counsel shall have been authorized in writing by the Board of Directors of the Company in connection with the defense of such action or the Indemnitee shall have reasonably concluded and delivered to the Board Company (to the attention of Directors a written request the Secretary) setting forth in reasonable detail the basis for the determination such request, determines that such joint representation would be precluded under the applicable standards of professional conduct then prevailing under the law of the State of Maryland, in which case Indemnitee has available will be entitled to its defenses which are inconsistent with the defenses available to any other party seeking indemnification against the Companybe represented by separate counsel. In the event that the Board of Directors of the Company fails to act on such request within 30 calendar days after receipt thereof by the Company, Indemnitee will be deemed to be entitled to be represented by separate counsel in connection with such ClaimClaim and the reasonable fees and expenses of such counsel shall be Expenses subject to this Agreement.

Joint Defense. Notwithstanding anything to the contrary herein containedcontained herein, if (a) the Indemnitee elects to retain counsel in connection with any Claim Proceeding in respect of which indemnification may be sought by the Indemnitee against the Company pursuant to this Agreement and (b) any other director or officer of the Company or person serving at the request of the Company in an Authorized Capacity of or for Another Entity may also be subject to liability arising out of such Claim Proceeding and in connection with such Claim Proceeding may seek indemnification against the Company pursuant to an agreement similar to this Agreement, the Indemnitee, together with such other persons, will employ counsel to represent jointly the Indemnitee and such other persons unless the employment of separate counsel shall have been authorized in writing by Board, upon the Board of Directors written request of the Company in connection with the defense of such action or the Indemnitee shall have reasonably concluded and delivered to the Board Company (to the attention of Directors a written request the Secretary) setting forth in reasonable detail the basis for the determination such request, determines that such joint representation would be precluded under the applicable standards of professional conduct then prevailing under the law of the State of Delaware, in which case the Indemnitee has available will be entitled to its defenses which are inconsistent with the defenses available to any other party seeking indemnification against the Companybe represented by separate counsel. In the event that the Board of Directors of the Company fails to act on such request within 30 calendar days after receipt thereof by the Company, the Indemnitee will be deemed to be entitled to be represented by separate counsel in connection with such ClaimProceeding.

Joint Defense. Notwithstanding anything to the contrary herein containedcontained herein, if (a) the Indemnitee elects to retain counsel in connection with any Claim Proceeding in respect of which indemnification may be sought by the Indemnitee against the Company pursuant to this Agreement and (b) any other director or officer of the Company or person serving at the request of the Company in an Authorized Capacity of or for Another Entity may also be subject to liability arising out of such Claim Proceeding and in connection with such Claim Proceeding may seek indemnification against the Company pursuant to an agreement similar to this Agreement, Indemnitee, together with such other persons, will employ counsel to represent jointly the Indemnitee and such other persons unless the employment of separate counsel shall have been authorized in writing by Board, upon the Board of Directors written request of the Company in connection with the defense of such action or the Indemnitee shall have reasonably concluded and delivered to the Board Company (to the attention of Directors a written request the Secretary) setting forth in reasonable detail the basis for the determination such request, determines that such joint representation would be precluded under the applicable standards of professional conduct then prevailing under the law of the State of Indiana, in which case the Indemnitee has available will be entitled to its defenses which are inconsistent with the defenses available to any other party seeking indemnification against the Companybe represented by separate counsel. In the event that the Board of Directors of the Company fails to act on such request within 30 calendar days after receipt thereof by the Company, the Indemnitee will be deemed to be entitled to be represented by separate counsel in connection with such Claim.be