Common use of Retaining Counsel Clause in Contracts

Retaining Counsel. In any such Claim, the Indemnified Party shall have the right to retain other counsel to act on the Indemnified Party’s behalf, provided that the fees and disbursements of such other counsel shall be paid by the Indemnified Party, unless: (i) the Indemnifying Party or the Selling Shareholder, as the case may be, and the Indemnified Party mutually agree to retain such other counsel, (ii) the Indemnifying Party or the Selling Shareholder, as the case may be, has not assumed the defence of the action within a reasonable period of time after receiving notice of the Claim, (iii) in the opinion of counsel, there are one or more defences available to the Indemnified Party which are different from or in addition to those available to the Indemnifying Party or the Selling Shareholder, as the case may be or (iv) in the opinion of counsel, the named parties to any such Claim (including any third or implicated party) include both the Indemnified Party on the one hand and the Indemnifying Party or the Selling Shareholder, as applicable, on the other hand, and the representation of the Company or the Selling Shareholder, as applicable, and the Indemnified Party by the same counsel would be inappropriate due to actual or potential conflicting interests, in which event such fees and disbursements shall be paid by the Indemnifying Party or the Selling Shareholder, as applicable, to the extent that they have been reasonably incurred.

Retaining Counsel. In any such Claim, the Indemnified Party shall have the right to retain a single other counsel (in addition to local counsel) to act on the Indemnified Party’s behalf, provided that the reasonable fees and disbursements of such other counsel shall be paid by the Indemnified Party, unless: (i) the Indemnifying Party or the Selling Shareholder, as the case may be, and the Indemnified Party mutually agree to retain such other counsel, (ii) the Indemnifying Party or the Selling Shareholder, as the case may be, has not assumed the defence of the action within a reasonable period of time after receiving notice of the Claim, (iii) in the opinion of counsel, there are one or more defences available to the Indemnified Party which are different from or in addition to those available to the Indemnifying Party or the Selling Shareholder, as the case may be or (iv) in the opinion of counsel, the named parties to any such Claim (including any third or implicated party) include both the Indemnified Party on the one hand and the Indemnifying Party or the Selling Shareholder, as applicable, on the other hand, and the representation of the Company or the Selling Shareholder, as applicable, and the Indemnified Party by the same counsel would be inappropriate due to actual or potential conflicting interests, in which event such fees and disbursements shall be paid by the Indemnifying Party or the Selling Shareholder, as applicable, to the extent that they have been reasonably incurred.

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 Indemnified Party’s behalfdefence thereof, provided that the fees and disbursements of such other counsel shall be paid by the Indemnified Party, Party unless: (i) the Indemnifying Party or Company, the Selling Shareholder, as the case may be, Shareholders and the Indemnified Party shall have mutually agree agreed to retain such the retention of the other counsel, ; (ii) the Indemnifying Party or Company and the Selling Shareholder, as the case may be, has not assumed Shareholders fails to assume the defence of such Claim on behalf of the action Indemnified Party within a reasonable period ten days of time after receiving notice of the such Claim, ; or (iii) in the opinion of counsel, there are one or more defences available to the Indemnified Party which are different from or in addition to those available to the Indemnifying Party or the Selling Shareholder, as the case may be or (iv) in the opinion of counsel, the named parties to any such Claim (including any added third or implicated party) include both the Indemnified Party on the one hand and the Indemnifying Party or Company and/or the Selling Shareholder, as applicable, on the other hand, and the representation of the Company or the Selling Shareholder, as applicable, Shareholders and the Indemnified Party shall have been advised by counsel that representation of the same Indemnified Party by counsel would for the Company is inappropriate as a result of potential or actual differing interests of those represented; in each of which cases the Company shall not have the right to assume the defence of such Claim on behalf of the Indemnified Party but the Company and the Selling Shareholders shall be inappropriate due liable to actual or potential conflicting interests, in which event such pay the reasonable fees and disbursements shall be paid by the Indemnifying Party or the Selling Shareholder, as applicable, of counsel to the extent that they have been reasonably incurredIndemnified Party.

Retaining Counsel. In any such Claim, the Indemnified Party shall have the right to retain other counsel to act on his, her or its behalf and to participate in the Indemnified Party’s behalfdefence thereof, provided that the fees and disbursements of such other counsel shall be paid by the Indemnified Party, Party unless: (i) the Indemnifying Party or the Selling Shareholder, as the case may be, and the Indemnified Party shall have mutually agree agreed to retain such the retention of the other counsel, (ii) the Indemnifying Party or the Selling Shareholder, as the case may be, has not assumed fails to assume the defence of such Claim on behalf of the action Indemnified Party within a reasonable period ten days of time after receiving notice of the such Claim, or (iii) in the opinion of counsel, there are one or more defences available to the Indemnified Party which are different from or in addition to those available to the Indemnifying Party or the Selling Shareholder, as the case may be or (iv) in the opinion of counsel, the named parties to any such Claim (including any added third or implicated impleaded party) include both the Indemnified Party on the one hand and the Indemnifying Party or the Selling Shareholder, as applicable, on the other hand, and the representation of the Company or the Selling Shareholder, as applicable, and the Indemnified Party shall have been advised by counsel that representation of the same Indemnified Party by counsel would for the Indemnifying Party is inappropriate as a result of potential or actual differing interests of those represented; in each of which cases such Indemnifier shall not have the right to assume the defence of such Claim on behalf of the Indemnified Party but the Indemnifying Party shall be inappropriate due liable to actual or potential conflicting interests, in which event such pay the reasonable fees and disbursements shall be paid by of counsel to the Indemnified Party; provided that the Indemnifying Party or the Selling Shareholdershall not be obligated to pay fees and expenses of more than one separate legal firm for all Indemnified Parties, as applicable, to the extent that they have been reasonably incurreda group.