Common use of Retaining Counsel Clause in Contracts

Retaining Counsel. In any Claim, the Indemnified Party shall have the right to retain other counsel to act on its behalf, provided that the reasonable fees and disbursements of such counsel shall be paid by such Indemnified Party unless (i) the Corporation fails to assume the defense of such suit on behalf of such Indemnified Party within 10 days of receiving written notice of such suit; (ii) the Corporation and such Indemnified Party shall have mutually agreed to the retention of the other counsel; or (iii) the named parties to any such Claim (including any added third or impleaded party) include such Indemnified Party and the Corporation and such Indemnified Party shall have been advised by counsel that the representation of all parties by the same counsel would be inappropriate due to the actual or potential differing interests between them, including the potential availability of one or more legal defenses to such Indemnified Party which are different from or in addition to those available to the other parties or the potential for a conflict to exist between the Corporation and such Indemnified Party. In no event shall the Corporation be liable to pay the fees and disbursements of more than one firm of separate counsel for all Indemnified Parties and, in addition, one firm of local counsel in each applicable jurisdiction.

Retaining Counsel. In any such Claim, the Indemnified Party shall have the right to retain other counsel to act on his or its behalfbehalf and to participate in the defence thereof, provided that the reasonable fees and disbursements of such counsel shall be paid by such the Indemnified Party unless unless: (i) the Corporation fails to assume and the defense of such suit on behalf of such Indemnified Party within 10 days of receiving written notice of such suit; (ii) the Corporation and such Indemnified Party shall have mutually agreed to the retention of the other counsel; (ii) the Corporation fails to assume the defence of such Claim on behalf of the Indemnified Party within a reasonable time of receiving written notice to assume the defence of such Claim; or (iii) the named parties to any such Claim (including any added third or impleaded party) include such both the Indemnified Party and the Corporation and such the Indemnified Party shall have been advised by counsel that the representation of all parties the Indemnified Party by counsel for the same counsel would be Corporation is inappropriate due to the as a result of potential or actual or potential differing interests between them, including of those represented; in each of which cases the potential availability Corporation shall not have the right to assume the defence of one or more legal defenses to such Claim on behalf of the Indemnified Party which are different from or in addition to those available to the other parties or the potential for a conflict to exist between but the Corporation and such Indemnified Party. In no event shall the Corporation be liable to pay the reasonable fees and disbursements of more than one firm of separate counsel for all to the Indemnified Parties and, in addition, one firm of local counsel in each applicable jurisdictionParty.

Retaining Counsel. In any such Claim, the Indemnified Party shall have the right to retain other counsel to act on his or its behalfbehalf and to participate in the defence thereof, provided that the reasonable fees and disbursements of such counsel shall be paid by such the Indemnified Party unless unless: (i) the Corporation fails to assume and the defense of such suit on behalf of such Indemnified Party within 10 days of receiving written notice of such suit; (ii) the Corporation and such Indemnified Party shall have mutually agreed to the retention of the other counsel; (ii) the Corporation fails to assume the defence of such Claim on behalf of the Indemnified Party within a reasonable time of receiving written notice to assume the defence of such Claim; or (iii) the named parties to any such Claim (including any added third or impleaded party) include such both the Indemnified Party and the Corporation and such the Indemnified Party shall have been advised by counsel that the representation of all parties by the same counsel would be inappropriate due to the actual or potential differing interests between them, including the potential availability of one or more legal defenses to such Indemnified Party which are different from or in addition to those available to the other parties or the potential by counsel for a conflict to exist between the Corporation and such Indemnified Party. In no event shall is inappropriate as a result of potential or actual conflict of interests of those represented; in each of which cases the Corporation shall not have the right to assume the defence of such Claim on behalf of the Indemnified Party but the Corporation shall be liable to pay the reasonable fees and disbursements of more than one firm of separate counsel for all to the Indemnified Parties and, in addition, one firm of local counsel in each applicable jurisdictionParty.

Retaining Counsel. In any Claim, in the event the Corporation exercises its right pursuant to clause (b) to assume the defense, the Indemnified Party shall have the right to retain other counsel to act on its behalf, provided that the reasonable fees and disbursements of such counsel shall be paid by such Indemnified Party unless (i) the Corporation fails to assume the defense of such suit with legal counsel reasonably acceptable to such Indemnified Party on behalf of such Indemnified Party within 10 days of receiving written notice of such suit; (ii) the Corporation and such Indemnified Party shall have mutually agreed to the retention of the other counsel; or (iii) the named parties to any such Claim (including any added third or impleaded party) include such Indemnified Party and the Corporation and such Indemnified Party shall have been advised by counsel that the representation of all parties by the same counsel would be inappropriate due to the actual or potential differing interests between them, including the potential availability of one or more legal defenses to such Indemnified Party which are different from or in addition to those available to the other parties or the potential for a conflict to exist between the Corporation and such Indemnified Party. In no event shall the Corporation be liable to pay the fees and disbursements of more than one firm of separate counsel for all Indemnified Parties and, in addition, one firm of local counsel in each applicable jurisdiction.

Retaining Counsel. In any Claim, the Indemnified Party shall have the right to retain other counsel to act on its behalf, provided that the reasonable fees and disbursements of such counsel shall be paid by such Indemnified Party unless unless: (i) the Corporation fails to assume the defense of such suit on behalf of such Indemnified Party within 10 days of receiving written notice of such suit; (ii) the Corporation and such Indemnified Party shall have mutually agreed to the retention of the other counsel; or (iii) the named parties to any such Claim (including any added third or impleaded party) include such Indemnified Party and the Corporation and such Indemnified Party shall have been advised by counsel that the representation of all parties by the same counsel would be inappropriate due to the actual or potential differing interests between them, including the potential availability of one or more legal defenses to such Indemnified Party which are different from or in addition to those available to the other parties or the potential for a conflict to exist between the Corporation and such Indemnified Party. In no event shall the Corporation be liable to pay the fees and disbursements of more than one firm of separate counsel for all Indemnified Parties and, in addition, one firm of local counsel in each applicable jurisdiction.

Retaining Counsel. In any such Claim, the Indemnified Party shall have the right to retain other counsel to act on his or its behalfbehalf and to participate in the defence thereof, provided that the reasonable fees and disbursements of such counsel shall be paid by such the Indemnified Party unless unless: (i) the Corporation fails to assume and the defense of such suit on behalf of such Indemnified Party within 10 days of receiving written notice of such suit; (ii) the Corporation and such Indemnified Party shall have mutually agreed to the retention of the other counsel, both parties acting reasonably; (ii) the Corporation fails to assume the defence of such Claim on behalf of the Indemnified Party within a reasonable time of receiving written notice to assume the defence of such Claim; or (iii) the named parties to any such Claim (including any added third or impleaded party) include such both the Indemnified Party and the Corporation and such the Indemnified Party shall have been advised by counsel that the representation of all parties the Indemnified Party by counsel for the same counsel would be Corporation is inappropriate due to the as a result of potential or actual or potential differing interests between them, including of those represented; in each of which cases the potential availability Corporation shall not have the right to assume the defence of one or more legal defenses to such Claim on behalf of the Indemnified Party which are different from or in addition to those available to the other parties or the potential for a conflict to exist between but the Corporation and such Indemnified Party. In no event shall the Corporation be liable to pay the reasonable fees and disbursements of more than one firm of separate counsel for all to the Indemnified Parties and, in addition, one firm of local counsel in each applicable jurisdictionParty.

Retaining Counsel. In any Claim, the Indemnified Party shall have the right to retain other counsel to act on its behalf, provided that the reasonable fees and disbursements of such counsel shall be paid by such Indemnified Party unless (i) the Corporation Indemnifier fails to assume the defense of such suit on behalf of such Indemnified Party within 10 days of receiving written notice of such suit; (ii) the Corporation Indemnifier and such Indemnified Party shall have mutually agreed to the retention of the other counsel; or (iii) the named parties to any such Claim (including any added third or impleaded party) include such Indemnified Party and the Corporation Indemnifier and such Indemnified Party shall have been advised by counsel that the representation of all parties by the same counsel would be inappropriate due to the actual or potential differing interests between them, including the potential availability of one or more legal defenses to such Indemnified Party which are different from or in addition to those available to the other parties or the potential for a conflict to exist between the Corporation Indemnifier and such Indemnified Party. In no event shall the Corporation Indemnifier be liable to pay the fees and disbursements of more than one firm of separate counsel for all Indemnified Parties and, in addition, one firm of local counsel in each applicable jurisdiction.

Retaining Counsel. In any Claim, in the event the Corporation exercises its right pursuant to clause (b) to assume the defense, the Indemnified Party shall have the right to retain other counsel to act on its behalf, provided that the reasonable fees and disbursements of such counsel shall be paid by such Indemnified Party unless (i) the Corporation fails to assume the defense of such suit suit, with legal counsel acceptable to such Indemnified Party, on behalf of such Indemnified Party within 10 days of receiving written notice of such suit; (ii) the Corporation and such Indemnified Party shall have mutually agreed to the retention of the other counsel; or (iii) the named parties to any such Claim (including any added third or impleaded party) include such Indemnified Party and the Corporation and such Indemnified Party shall have been advised by counsel that the representation of all parties by the same counsel would be inappropriate due to the actual or potential differing interests between them, including the potential availability of one or more legal defenses to such Indemnified Party which are different from or in addition to those available to the other parties or the potential for a conflict to exist between the Corporation and such Indemnified Party. In no event shall the Corporation be liable to pay the fees and disbursements of more than one firm of separate counsel for all Indemnified Parties and, in addition, one firm of local counsel in each applicable jurisdiction.

Retaining Counsel. In any such Claim, the Indemnified Party shall have the right to retain other counsel to act on his or its behalf, provided that the reasonable fees and disbursements of such counsel shall be paid by such the Indemnified Party unless (i) the Corporation Indemnifying Party fails to assume the defense defence of such suit on behalf of such the Indemnified Party within 10 days of receiving written notice of such suit; (ii) the Corporation Indemnifying Party and such the Indemnified Party shall have mutually agreed to the retention of the other counsel; or (iii) the named parties to any such Claim (including any added third or impleaded party) include such both the Indemnified Party and the Corporation Indemnifying Party, and such the Indemnified Party and the Indemnifying Party shall have been advised by counsel that the representation of all both parties by the same counsel would be inappropriate due to the actual or potential differing interests between them, including the potential availability of one or more legal defenses to such Indemnified Party which are different from or in addition to those available to the other parties or the potential for a conflict to exist between the Corporation and such Indemnified Party. In no event shall the Corporation Indemnifying Party be liable to pay the fees and disbursements of more than one firm of separate counsel for all Indemnified Parties and, in addition, one firm of local counsel in each applicable jurisdiction.

Retaining Counsel. In any such Claim, the Indemnified Party shall have the right to retain other counsel to act on his or its behalfbehalf and to participate in the defence thereof, provided that the reasonable fees and disbursements of such counsel shall be paid by such the Indemnified Party unless unless: (i) the Corporation fails to assume Company and the defense of such suit on behalf of such Indemnified Party within 10 days of receiving written notice of such suit; (ii) the Corporation and such Indemnified Party shall have mutually agreed to the retention of the other counsel; (ii) the Company fails to assume the defence of such Claim on behalf of the Indemnified Party within ten days of receiving notice of such Claim; or (iii) the named parties to any such Claim (including any added third or impleaded party) include such both the Indemnified Party and the Corporation Company and such the Indemnified Party shall have been advised by counsel that the representation of all parties the Indemnified Party by counsel for the same counsel would be Company is inappropriate due to the as a result of potential or actual or potential differing interests between them, including of those represented; in each of which cases the potential availability Company shall not have the right to assume the defence of one or more legal defenses to such Claim on behalf of the Indemnified Party which are different from or in addition to those available to but the other parties or the potential for a conflict to exist between the Corporation and such Indemnified Party. In no event Company shall the Corporation be liable to pay the reasonable fees and disbursements of more than one firm of separate counsel for all to the Indemnified Parties and, in addition, one firm of local counsel in each applicable jurisdictionParty.

Retaining Counsel. In any Claim, the Indemnified Party shall have the right to retain other counsel to act on its behalf, provided that the reasonable fees and disbursements of such counsel shall be paid by such the Indemnified Party unless (i) the Corporation fails to assume the defense of such suit on behalf of such the Indemnified Party within 10 days of receiving written notice of such suit; (ii) the Corporation and such the Indemnified Party shall have mutually agreed to the retention of the other counsel; or (iii) the named parties to any such Claim (including any added third or impleaded party) include such the Indemnified Party and the Corporation and such the Indemnified Party shall have been advised by counsel that the representation of all parties by the same counsel would be inappropriate due to the actual or potential differing interests between them, including the potential availability of one or more legal defenses to such the Indemnified Party which are different from or in addition to those available to the other parties or the potential for a conflict to exist between the Corporation and such the Indemnified Party. In no event shall the Corporation be liable to pay the fees and disbursements of more than one firm of separate counsel for all Indemnified Parties and, in addition, one firm of local counsel in each applicable jurisdiction.