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 his or its behalf and participate in the defence of such Claim, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless: (i) the Corporation does not assume the defence of the Claim within a reasonable period of time of being notified of such Claim; (ii) the Corporation and 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 both the Indemnified Party and the Corporation, and in the opinion of counsel to the Indemnified Party, the representation of both parties by the same counsel would be inappropriate due to the actual or potential conflicting interests between them or additional defences are available to an Indemnified Party, in each of which cases the Corporation, shall not have the right to assume the defence of such suit on behalf of the Indemnified Party but shall be liable to pay the reasonable fees and expenses of counsel for the Indemnified Party. In no event shall the Corporation be required to pay the reasonable fees and expenses of more than one set of counsel in any one jurisdiction for all of the Indemnified Parties in respect of any particular Claim or related set of Claims.

Retaining Counsel. In any Claim, the Indemnified Party shall have the right to retain other counsel to act on his or its behalf and participate in the defence of such Claimbehalf, but provided that the fees and expenses disbursements of such counsel shall be at the expense of paid by the Indemnified Party Party, unless: (i) the Corporation does not assume the defence of the Claim within a reasonable period of time of being notified of such Claim; (ii) the Corporation Relevant Indemnifiers and the Indemnified Party shall have mutually agreed to the retention of the other counsel; or (iiiii) the named parties to any such Claim (including any added, added third or impleaded party) include both the Indemnified Party and the CorporationRelevant Indemnifiers, and in the opinion of counsel to the Indemnified Party, Party shall have been advised in writing by legal counsel that the representation of both all parties by the same counsel would be inappropriate due to the actual or potential conflicting differing interests between them them; or additional defences are available to an (iii) the Relevant Indemnifiers shall not have assumed responsibility for the Claim and retained acceptable counsel within seven Business Days following receipt by the Relevant Indemnifiers of notice of any such Claim from the Indemnified Party, in each provided, however, that no settlement of which cases the Corporation, shall not have the right to assume the defence any such Claim or admission of such suit on behalf of liability may be made by the Indemnified Party but shall without the prior written consent of the Relevant Indemnifiers. Notwithstanding anything to the contrary in this Agreement, in no event will the Relevant Indemnifiers be liable to pay the reasonable fees and expenses of counsel for the Indemnified Party. In no event shall the Corporation be required to pay the reasonable fees and expenses of more than one set of counsel in any one separate firm per jurisdiction for all of the Indemnified Parties in respect of any particular Claim or related set of ClaimsUnderwriter.

Retaining Counsel. In any such Claim, the Indemnified Party shall have the right to retain other counsel to act on his or its behalf and participate in behalf, provided that the defence of such Claim, but the reasonable fees and expenses disbursements of such counsel shall be at paid by the expense Indemnified Party unless (i) the Indemnifier fails to assume the defence of such suit on behalf of the Indemnified Party unless: (i) the Corporation does not assume the defence in accordance with this Agreement within 15 days of the Claim within a reasonable period of time of being notified receiving written notice of such Claimsuit; (ii) the Corporation Indemnifier and 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, added third or impleaded party) include both the Indemnified Party and the Corporation, Indemnifier and in the opinion of counsel to the Indemnified Party, Party shall have been advised by counsel that the representation of both all parties by the same counsel would be inappropriate due to the actual or potential conflicting differing interests between them them, including due to the availability of one or additional defences more legal defenses which are different from or in addition to those available to an the Indemnifier (in which case the Indemnifier shall not have the right to direct the defense of such action on behalf of the Indemnified Party), in each of which cases the Corporation, shall not have the right to assume the defence of such suit on behalf of the Indemnified Party but shall be liable to pay the reasonable fees and expenses of counsel for shall be at the Indemnified Partyexpense of the Indemnifier. In no event shall the Corporation Indemnifier be required liable to pay the reasonable fees and expenses disbursements of more than one set firm of separate counsel for all Indemnified Parties and, in addition, one firm of local counsel in any one jurisdiction for all of the Indemnified Parties in respect of any particular Claim or related set of Claimseach applicable jurisdiction.

Retaining Counsel. In any Claim, the Indemnified Party shall have the right to retain other counsel to act on his or its behalf of the Indemnified Party and to participate in the defence of such Claimthereof, but provided that the fees and expenses disbursements of such counsel shall be at the expense of paid by the Indemnified Party unless: (i) the Corporation does not assume the defence of the Claim within a reasonable period of time of being notified of such Claim; (ii) the Corporation and the 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, added third or impleaded party) include both the Indemnified Party and the Corporation, Corporation and in the opinion of counsel to the Indemnified Party, the Party shall have been advised by counsel that representation of both 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 conflicting differing interests between them or additional defences are available to an Indemnified Party, of those represented; in each of which cases under (ii) and (iii) above the Corporation, Corporation shall not have the right to assume the defence of such suit Claim on behalf of the Indemnified Party but the Corporation shall be liable to pay the reasonable fees and expenses disbursements of counsel for to the Indemnified Party. In no event shall , provided that the Corporation shall not be required obligated to pay the reasonable fees and expenses of disbursements for more than one set legal counsel on behalf of counsel in any one jurisdiction for all of the an Indemnified Parties in respect of any particular Claim or related set of ClaimsParty under this Paragraph 11(d).

Retaining Counsel. In any such Claim, the Indemnified Party shall have the right to retain other counsel to act on his or its behalf and participate in the defence of such Claimbehalf, but provided that the fees and expenses disbursements of such counsel shall be at the expense of paid by the Indemnified Party unless: (i) the Corporation does not assume the defence of the Claim within a reasonable period of time of being notified of such Claim; (ii) the Corporation and the Indemnified Party shall have mutually agreed to the retention of the other counsel; (ii) the Corporation shall not have retained counsel within 7 Business Days following receipt by the Corporation of notice of any such Claim from the Indemnified Party or (iii) the named parties to any such Claim (including any added, added third or impleaded party) include both the Indemnified Party and the Corporation, and in the opinion of counsel to the Indemnified Party, the Party shall have been advised in writing by counsel that representation of both parties the Corporation and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential conflicting differing interests between them them; or additional because there may be one or more legal defences are available to an the Indemnified PartyParty which are different from, in each addition to or in conflict with those available to the Corporation (in which case, if such Indemnified Party notifies the Corporation in writing that it elects to employ separate counsel at the expense of which cases the Corporation, the Corporation shall not have the right to assume the defence defense of such suit or proceeding on behalf of the Indemnified Party but shall be liable to pay the reasonable fees and expenses of counsel for the Indemnified Party. In no event shall the Corporation be required to pay the reasonable fees and expenses of more than one set of counsel in any one jurisdiction for all of the Indemnified Parties in respect of any particular Claim or related set of Claims).

Retaining Counsel. In any Claim, the Indemnified Party shall have the right to retain other counsel to act on his or its behalf and participate in the defence of such Claimbehalf, but provided that the fees and expenses disbursements of such counsel shall be at the expense of paid by the Indemnified Party Party, unless: (ia) the Corporation does not assume the defence of the Claim within a reasonable period of time of being notified of such Claim; (ii) the Corporation Indemnifiers and the Indemnified Party shall have mutually agreed to the retention of the other counsel; or (iiib) the named parties to any such Claim (including any added, added third or impleaded party) include both the Indemnified Party and the CorporationIndemnifiers, and in the opinion of counsel to the Indemnified Party, Party has been advised in writing by legal counsel that the representation of both all parties by the same counsel would be inappropriate due to the actual or potential conflicting differing interests between them them; or additional defences are available to an (c) the Indemnifiers shall not have assumed responsibility for the Claim and retained acceptable counsel within 10 days following receipt by the Indemnifiers of notice of any such Claim from the Indemnified Party, in each provided, however, that no settlement of which cases the Corporation, shall not have the right to assume the defence any such Claim or admission of such suit on behalf of liability may be made by the Indemnified Party but shall without the prior written consent of the Company and/or FII, as the case may be, acting reasonably. Notwithstanding anything to the contrary in this Agreement, in no event will the Indemnifiers be liable to pay for (i) the reasonable fees and expenses of counsel for the Indemnified Party. In no event shall the Corporation be required to pay the reasonable fees and expenses of more than one set of counsel separate law firm (in addition to any one jurisdiction local counsel) for all Agents and (ii) the fees and expenses of more than one separate firm (in addition to any local counsel) for the Indemnified Parties in respect of any particular Claim Company or related set of ClaimsFII.

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 his or its behalf and participate in behalf, provided that the defence of such Claim, but the reasonable fees and expenses disbursements of such counsel shall be at the expense of the paid by such Indemnified Party unless: unless (i) the Corporation does not fails to assume the defence of the Claim within a reasonable period of time of being notified defense of such Claimsuit 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 the 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, added third or impleaded party) include both the such Indemnified Party and the Corporation, Corporation and in the opinion of such Indemnified Party shall have been advised by counsel to the Indemnified Party, that the representation of both all parties by the same counsel would be inappropriate due to the actual or potential conflicting differing interests between them them, including the potential availability of one or additional defences more legal defenses to such Indemnified Party which are different from or in addition to those available to an Indemnified Party, in each of which cases the Corporation, shall not have other parties or the right potential for a conflict to assume exist between the defence of Corporation and such suit on behalf of the Indemnified Party but shall be liable to pay the reasonable fees and expenses of counsel for the Indemnified Party. In no event shall the Corporation be required liable to pay the reasonable fees and expenses disbursements of more than one set firm of separate counsel for all Indemnified Parties and, in addition, one firm of local counsel in any one jurisdiction for all of the Indemnified Parties in respect of any particular Claim or related set of Claimseach applicable jurisdiction.

Retaining Counsel. In any Claim, the Indemnified Party shall have the right to retain other counsel to act on his or its behalf and participate in the defence of such Claimbehalf, but provided that the fees and expenses disbursements of such counsel shall be at the expense of paid by the Indemnified Party Party, unless: (i) the Corporation does not assume the defence of the Claim within a reasonable period of time of being notified of such Claim; (ii) the Corporation Indemnifiers and the Indemnified Party shall have mutually agreed to the retention of the other counsel; or (iiiii) the named parties to any such Claim (including any added, added third or impleaded party) include both the Indemnified Party and the CorporationIndemnifiers, and in the opinion of counsel to the Indemnified Party, Party shall have been advised in writing by legal counsel that the representation of both all parties by the same counsel would be inappropriate due to the actual or potential conflicting differing interests between them them; or additional defences are available to an (iii) the Indemnifiers shall not have assumed responsibility for the Claim and retained acceptable counsel within seven Business Days following receipt by the Indemnifiers of notice of any such Claim from the Indemnified Party, in each provided, however, that no settlement of which cases the Corporation, shall not have the right to assume the defence any such Claim or admission of such suit on behalf of liability may be made by the Indemnified Party but shall without the prior written consent of the Company, acting reasonably. Notwithstanding anything to the contrary in this Agreement, in no event will the Company be liable to pay the reasonable fees and expenses of counsel for the Indemnified Party. In no event shall the Corporation be required to pay the reasonable fees and expenses of more than one set of counsel in any one separate firm per jurisdiction for all of the Indemnified Parties not having actual or potential differing interests in respect of any a particular Claim or related set of ClaimsClaim.

Retaining Counsel. In any ClaimClaim referred to in Section 15, the Indemnified Party shall have the right to retain other counsel to act on his or its behalf and participate in the defence of such Claim, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless: (i) Marret or the Corporation Fund does not assume the defence of the Claim within a reasonable period of time of being notified of such Claim; (ii) Marret or the Corporation Fund and the Indemnified Party shall have mutually agreed to the retention of the other counselcounsel and the manner in which the costs of such counsel are to be shared; or (iii) the named parties to any such Claim (including any added, third or impleaded party) include both the Indemnified Party on the one hand and Marret or the CorporationFund, on the other hand, and in the written opinion of counsel to the Indemnified Party, acting reasonably, the representation of both parties by the same counsel would be inappropriate due to the actual or potential conflicting interests between them or additional defences are available to an Indemnified Party, in each of which cases neither Marret nor the Corporation, Fund shall not have the right to assume the defence of such suit on behalf of the Indemnified Party but shall be liable to pay the reasonable fees and expenses of counsel for the Indemnified Party. In no event shall Marret or the Corporation Fund be required to pay the reasonable fees and expenses of more than one set of counsel in any one jurisdiction for all of the Indemnified Parties in respect of any particular Claim or related set of Claims.

Retaining Counsel. In any such Claim, the Indemnified Party shall have the right to retain other counsel to act on his or its behalf and to participate in the defence of such Claimthereof, but provided that the fees and expenses disbursements of such counsel shall be at the expense of paid by the Indemnified Party unless: (i) the Corporation does not assume the defence of the Claim within a reasonable period of time of being notified of such Claim; (ii) the Corporation Company and the 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, added third or impleaded party) include both the Indemnified Party and the Corporation, Company and in the opinion of counsel to the Indemnified Party, the Party shall have been advised by counsel that representation of both 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 conflicting differing interests between them or additional defences are available to an Indemnified Party, of those represented; in each of which cases the Corporation, Company shall not have the right to assume the defence of such suit Claim on behalf of the Indemnified Party but the Company shall be liable to pay the reasonable fees and expenses disbursements of counsel for to the Indemnified Party. In , provided that in no event shall the Corporation Company be required to pay responsible for the reasonable fees and expenses of more than one set of two separate legal counsel in any one jurisdiction for all of the Indemnified Parties in respect of any particular Claim or related set of Claimsall Indemnified Parties.

Retaining Counsel. In any such Claim, the Indemnified Party shall have the right to retain other separate counsel to act on his or its behalf and participate in the defence of such Claim, but behalf; provided that the fees and expenses disbursements of such counsel shall be at the expense of paid by the Indemnified Party unless: (i) the Corporation does not assume the defence of the Claim within a reasonable period of time of being notified of such Claim; (ii) the Corporation Company and the Indemnified Party shall have mutually agreed to the retention of the other counsel; (ii) the Company has not assumed the defence of the Claim within a reasonable period of time after receiving written notice of such Claim; or (iii) the named parties to any such Claim (including any added, added third or impleaded party) include both the Indemnified Party and the Corporation, Company and in the opinion of counsel to the Indemnified Party, the representation of both parties by the same counsel would be inappropriate due to the actual or potential conflicting differing interests between them or additional defences are available to an Indemnified Party, in each of which cases the Corporation, shall not have the right to assume the defence of such suit on behalf of (and the Indemnified Party but shall have received a written opinion from counsel acceptable to the Company, acting reasonably, that there may be liable one or more legal defences available to pay the reasonable fees and expenses of counsel for the Indemnified Party. In no event Party which are different from or in addition to those available to the Company and which cannot reasonably be maintained by one law firm that represents both the Indemnified Party and the Company); provided that the Company shall the Corporation only be required to pay the fees of one set of counsel pursuant to this Section 9(d) for all Indemnified Parties and it being understood, however, that the Company shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one set of counsel in any one jurisdiction separate law firm for all of the such Indemnified Parties in respect of any particular Claim or related set of ClaimsParties.