Common use of Procedures; Rights to Separate Counsel Clause in Contracts

Procedures; Rights to Separate Counsel. In the event an -------------------------------------- Indemnified Party or Indemnitee ("Claimant") receives a complaint, claim or other notice of any loss, claim or damage, liability or action giving rise to a claim for indemnification under this Section, the Claimant shall promptly notify the Indemnifying Party of such complaint, notice, claim or action, and such Indemnifying Party shall have the right to investigate and defend any such loss, claim, damage, liability or action. The Claimant shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Indemnifying Party unless the Indemnifying Party fails to promptly defend, in which case the fees and expenses of such separate counsel shall be borne by the Indemnifying Party, provided, however, that a Claimant shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnifying Party, if the representation of such Claimant would be inappropriate due to actual or potential differing interests between the Claimant and the other party represented by such counsel in such proceeding. In no event shall an Indemnifying Party be obligated to indemnify any Person for any settlement of any claim or action effected without the Indemnifying Party's prior written consent.

Procedures; Rights to Separate Counsel. In Each party entitled to indemnification under this Section 2.f (the event an -------------------------------------- "Indemnified Party") shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party or Indemnitee ("Claimant") receives a complaint, claim or other has received written notice of any lossclaim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or damageany litigation resulting therefrom, liability unless there shall be a conflict of interest, provided that -------- counsel for the Indemnifying Party, who shall conduct the defense of such claim or action giving rise litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such Indemnified Party's expense, and provided further that the ---------------- failure of any Indemnified Party to a claim for indemnification under this Section, the Claimant give notice as provided herein shall promptly notify not relieve the Indemnifying Party of its obligations under this Section 2.f unless such complaint, notice, failure to give notice shall materially adversely affect the Indemnifying Party in the defense of any such claim or action, and any such Indemnifying litigation. The Indemnified Party shall have the right to investigate and defend any such loss, claim, damage, liability or action. The Claimant shall also have the right to employ separate counsel in any such action and to participate in the defense thereof, thereof but the fees and expenses of such counsel shall not be at the expense of the Indemnifying Party unless either (i) in the reasonable opinion of counsel to the Indemnified Party, there are defenses available to the Indemnified Party that are not available to the Indemnifying Party or representation of the Indemnified Party by counsel for the Indemnifying Party would present a conflict of interest for such counsel, or (ii) the Indemnifying Party fails to promptly defend, in which case the fees and expenses of such separate counsel for the Indemnified Party shall be borne by the Indemnifying Party, provided, however, that a Claimant shall have the right to retain its own counsel, with the fees and expenses to be paid by the . No Indemnifying Party, if in the representation defense of any such Claimant would be inappropriate due claim or litigation, shall, except with the consent of each Indemnified Party, consent to actual entry of any judgment or potential differing interests between the Claimant and the other party represented by such counsel in such proceeding. In no event shall an Indemnifying Party be obligated to indemnify any Person for enter into any settlement of any which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party a release from all liability in respect to such claim or action effected without the Indemnifying Party's prior written consentlitigation.

Procedures; Rights to Separate Counsel. In (i) Each party entitled to indemnification under this Section 2.6 (the event an -------------------------------------- "Indemnified Party") shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party or Indemnitee ("Claimant") receives a complaint, claim or other has received written notice of any lossclaim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or damageany litigation resulting therefrom, liability unless there shall be a conflict of interest; provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or action giving rise litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such Indemnified Party's expense; and provided further that the failure of any Indemnified Party to a claim for indemnification under this Section, the Claimant give notice as provided herein shall promptly notify not relieve the Indemnifying Party of its obligations under this Section 2.6 unless such complaint, notice, failure to give notice shall materially adversely affect the Indemnifying Party in the defense of any such claim or action, and any such Indemnifying litigation. The Indemnified Party shall have the right to investigate and defend any such loss, claim, damage, liability or action. The Claimant shall also have the right to employ separate counsel in any such action and to participate in the defense thereof, thereof but the fees and expenses of such counsel shall not be at the expense of the Indemnifying Party unless either (A) in the reasonable opinion of counsel to the Indemnified Party, there are defenses available to the Indemnified Party that are not available to the Indemnifying Party or representation of the Indemnified Party by counsel for the Indemnifying Party would present a conflict of interest for such counsel, or (B) the Indemnifying Party fails to promptly defend, in which case the fees and expenses of such separate counsel for the Indemnified Party shall be borne by the Indemnifying Party, provided, however, that a Claimant shall have the right to retain its own counsel, with the fees and expenses to be paid by the . No Indemnifying Party, if in the representation defense of any such Claimant would be inappropriate due claim or litigation, shall, except with the consent of each Indemnified Party, consent to actual entry of any judgment or potential differing interests between the Claimant and the other party represented by such counsel in such proceeding. In no event shall an Indemnifying Party be obligated to indemnify any Person for enter into any settlement of any which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party a release from all liability in respect to such claim or action effected without the Indemnifying Party's prior written consentlitigation.

Procedures; Rights to Separate Counsel. In Each party entitled to indemnification under this Section 2.f (the event an -------------------------------------- "Indemnified Party") shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party or Indemnitee ("Claimant") receives a complaint, claim or other has received written notice of any lossclaim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or damageany litigation resulting therefrom, liability unless there shall be a conflict of interest, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or action giving rise litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense, and provided further that the failure of any Indemnified Party to a claim for indemnification under this Section, the Claimant give notice as provided herein shall promptly notify not relieve the Indemnifying Party of its obligations under this Section 2.f unless such complaint, notice, failure to give notice shall materially adversely affect the Indemnifying Party in the defense of any such claim or action, and any such Indemnifying litigation. The Indemnified Party shall have the right to investigate and defend any such loss, claim, damage, liability or action. The Claimant shall also have the right to employ separate counsel in any such action and to participate in the defense thereof, thereof but the fees and expenses of such counsel shall not be at the expense of the Indemnifying Party Party, unless the Indemnifying Party fails to promptly defend, in which case the fees and expenses of such separate counsel shall be borne by the Indemnifying Party, provided, however, that a Claimant shall have the right to retain its own counsel, with the fees and expenses to be paid by the . No Indemnifying Party, if in the representation defense of any such Claimant would be inappropriate due claim or litigation, shall, except with the consent of each Indemnified Party, consent to actual entry of any judgment or potential differing interests between the Claimant and the other party represented by such counsel in such proceeding. In no event shall an Indemnifying Party be obligated to indemnify any Person for enter into any settlement of any which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party a release from all liability in respect to such claim or action effected without the Indemnifying Party's prior written consentlitigation.

Procedures; Rights to Separate Counsel. In the event If an -------------------------------------- Indemnified Party or Indemnitee ("Claimant") receives or becomes aware of a complaint, claim or other notice of any loss, claim or damage, liability or action action, giving rise to a claim for indemnification under this Section, the Claimant shall promptly notify the Indemnifying Party of such complaint, notice, claim or action, and such Indemnifying Party shall have the right to investigate and defend any such loss, claim, damage, liability or action. The Claimant shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Indemnifying Party unless the Indemnifying Party fails to promptly defend, in which case the fees and expenses of such separate counsel shall be borne by the Indemnifying Party, ; provided, however, that a Claimant shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnifying Party, if the representation of such Claimant would be inappropriate due to actual or potential differing interests between the Claimant and the other party represented by such counsel in such proceeding. In no event shall an Indemnifying Indemnify Party be obligated to indemnify any Person for any settlement of any claim or action effected without the Indemnifying Party's prior written consent.