Common use of OVERSEAS' ASSUMPTION OF DEFENSE Clause in Contracts

OVERSEAS' ASSUMPTION OF DEFENSE. To the extent that it may wish, Overseas jointly with any other indemnifying party similarly notified will be entitled to promptly assume the defense of any such Proceeding, with counsel satisfactory to Indemnitee. After notice from Overseas to Indemnitee of its election so to assume the defense thereof, Overseas will not be liable to the Indemnitee under this Agreement for any Litigation Costs subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ personal counsel in such Proceeding, but the fees and expenses of such counsel incurred after notice from Overseas of its assumption of the defense thereof shall be at the expense of Indemnitee, unless (i) the employment of counsel by Indemnitee has been authorized by Overseas, (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between Overseas and/or any Affiliate of Overseas and Indemnitee in the conduct of the defense of such action, or (iii) Overseas shall not in fact have promptly employed counsel to assume the defense of such action, in each of which cases the fees and expenses of counsel shall be at the expense of Overseas. Overseas shall not be entitled to assume the defense of any Proceeding brought by or on behalf of Overseas or an Affiliate of Overseas or as to which Indemnitee shall have made the conclusion provided for in (ii) above.