Common use of Retention of Counsel Clause in Contracts

Retention of Counsel. (a) Whether Indemnitee is seeking payment of Indemnifiable Expenses directly from the Company, the Trustee, if any, or from the Insurance Company, the Beneficiaries’ Representative shall have the right and obligation on behalf of Indemnitee and other Beneficiaries, to (i) select counsel to represent them with respect to any matter subject to indemnification and payment hereunder; (ii) coordinate the defense of any such matter; and (iii) approve the fees and other expenses of counsel selected by him pursuant hereto. (b) Notwithstanding the foregoing, Indemnitee may retain different counsel than the other Beneficiaries, or may incur expenses not shared in common with the other Beneficiaries, in connection with any Indemnifiable Litigation if in the reasonable judgment of Indemnitee there may be legal defenses available to him which are different from or additional to those available to the other Beneficiaries and, as a consequence, an actual or potential conflict of interest with the other Beneficiaries exists, or if other facts or circumstances exist which would make the representation of Indemnitee and other Beneficiaries inappropriate due to conflicts of interest. Indemnitee must obtain the prior written approval of the Beneficiaries’ Representative to retain such counsel, which consent shall not be unreasonably withheld. In the event that the Beneficiaries’ Representative withholds such consent, Indemnitee shall then have the right to seek approval for such separate counsel from the Company, or the Trustee, if any, which approval shall not be unreasonably withheld. (c) Nothing contain herein shall prohibit Indemnitee from retaining other counsel at Indemnitee’s own expense.

Retention of Counsel. (a) Whether Indemnitee is seeking payment of Indemnifiable Expenses directly from the Company, the Trustee, if any, Company or from the Insurance CompanyTrustee of a Trust, the Indemnitee or, if the Trust Fund shall have been established, then the Beneficiaries’ Representative ' Representative, shall have the right and obligation on behalf of Indemnitee and other Beneficiaries, in the case of the Beneficiaries' Representative, to (i) select seek counsel to represent them Indemnitee with respect to any matter subject to indemnification and payment hereunder; (ii) coordinate the defense of any such matter; and (iii) approve the fees and other expenses of counsel selected by him pursuant heretosuch counsel. (b) Notwithstanding the foregoing, Indemnitee may retain different counsel than the other Indemnitees or Beneficiaries, or may incur expenses not shared in common with the other Indemnitees or Beneficiaries, in connection with any Indemnifiable Litigation if in the reasonable judgment of Indemnitee there may be legal defenses available to him which are different from or additional to those available to the other Indemnitees or Beneficiaries and, as a consequence, an actual or potential conflict of interest with the other Indemnitees or Beneficiaries exists. If the Trust Fund shall have been established, or if other facts or circumstances exist which would make the representation of Indemnitee and other Beneficiaries inappropriate due to conflicts of interest. Indemnitee must obtain the prior written approval of the Beneficiaries’ ' Representative to retain such counsel, which consent shall not be unreasonably withheld. In the event that the Beneficiaries’ ' Representative withholds such consent, Indemnitee shall then have the right to seek approval for such separate counsel from the Company, or the Trustee, if any, which approval shall not be unreasonably withheld. (c) . Nothing contain contained herein shall prohibit Indemnitee from retaining other counsel at Indemnitee’s 's own expense.

Retention of Counsel. (a) Whether Indemnitee is seeking payment of Indemnifiable Expenses directly from the Company, the Trustee, if any, or from the Insurance Company, the Beneficiaries’ ' Representative shall have the right and obligation on behalf of Indemnitee and other Beneficiaries, to (i) select counsel to represent them with respect to any matter subject to indemnification and payment hereunder; (ii) coordinate the defense of any such matter; and (iii) approve the fees and other expenses of counsel selected by him pursuant hereto. (b) Notwithstanding the foregoing, Indemnitee may retain different counsel than the other Beneficiaries, or may incur expenses not shared in common with the other Beneficiaries, in connection with any Indemnifiable Litigation if in the reasonable judgment of Indemnitee there may be legal defenses available to him which are different from or additional to those available to the other Beneficiaries and, as a consequence, an actual or potential conflict of interest with the other Beneficiaries exists, or if other facts or circumstances exist which would make the representation of Indemnitee and other Beneficiaries inappropriate due to conflicts of interest. Indemnitee must obtain the prior written approval of the Beneficiaries’ ' Representative to retain such counsel, which consent shall not be unreasonably withheld. In the event that the Beneficiaries’ ' Representative withholds such consent, Indemnitee shall then have the right to seek approval for such separate counsel from the Company, or the Trustee, if any, which approval shall not be unreasonably withheld. (c) Nothing contain herein shall prohibit Indemnitee from retaining other counsel at Indemnitee’s 's own expense.

Retention of Counsel. It is acknowledged by each of the Parties hereto that XxXxxxxx Xxxxxxxx LLP (a“XxXxxxxx”) Whether Indemnitee is seeking payment of Indemnifiable Expenses directly from represented the CompanyIngénia Group in connection with this Agreement and the transactions contemplated hereby. Following the Closing, all communications related to this Agreement and the transactions contemplated hereby between XxXxxxxx, the Trustee, if any, or from the Insurance CompanyIngénia Group, the Beneficiaries’ Representative Vendors and each of their respective directors, officers, employees or other representatives related to this Agreement and the transactions contemplated hereby (collectively, the “Transaction Communications”) shall be deemed to be retained and owned collectively by the Vendors and shall not pass to or be claimed by the Purchaser or the Ingénia Group. All Transaction Communications that are privileged shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to the Vendors and shall not pass to or be claimed by the Purchaser or the Ingénia Group. The Purchaser hereby agrees that, in the event that a dispute arises after Closing between the Purchaser and the Vendors, XxXxxxxx may represent the Vendors in such dispute even though the interests of the Vendors may be directly adverse to those of the Ingénia Group, and even though XxXxxxxx may have represented the Ingénia Group in connection with the transactions contemplated by this Agreement. The Purchaser agrees that in connection with any such proceeding it will waive any right and obligation on behalf of Indemnitee and other Beneficiaries, that they may have to (i) select counsel to represent them assert the attorney-client privilege against XxXxxxxx or the Vendors with respect to any matter subject to indemnification and payment hereunder; (ii) coordinate the defense of any such matter; and (iii) approve the fees and other expenses of counsel selected by him pursuant heretocommunication or information contained in XxXxxxxx’x possession or files. (b) Notwithstanding the foregoing, Indemnitee may retain different counsel than the other Beneficiaries, or may incur expenses not shared in common with the other Beneficiaries, in connection with any Indemnifiable Litigation if in the reasonable judgment of Indemnitee there may be legal defenses available to him which are different from or additional to those available to the other Beneficiaries and, as a consequence, an actual or potential conflict of interest with the other Beneficiaries exists, or if other facts or circumstances exist which would make the representation of Indemnitee and other Beneficiaries inappropriate due to conflicts of interest. Indemnitee must obtain the prior written approval of the Beneficiaries’ Representative to retain such counsel, which consent shall not be unreasonably withheld. In the event that the Beneficiaries’ Representative withholds such consent, Indemnitee shall then have the right to seek approval for such separate counsel from the Company, or the Trustee, if any, which approval shall not be unreasonably withheld. (c) Nothing contain herein shall prohibit Indemnitee from retaining other counsel at Indemnitee’s own expense.