Common use of Retention of Counsel Clause in Contracts

Retention of Counsel. If a Proceeding shall be brought against an Indemnified Party and it shall notify the Indemnifying Party thereof in accordance with subsection (a) of this Section 8.3, the Indemnifying Party shall be entitled to assume the legal defense thereof and shall notify the Indemnified Party in writing, within ten (10) Business Days of receipt of the Indemnified Party Claim Notice, of its intent to assume the control of the defense of any such third party claims, including, at its own expense, employment of counsel reasonably satisfactory to the Indemnified Party (the “Indemnifying Party Defense Notice”); The Indemnified Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the payment of such counsel’s fees and expenses shall have been specifically agreed upon in writing by the Indemnifying Party, (ii) the Indemnifying Party shall have failed to assume the defense of such action or (iii) the named parties to any such Proceeding (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party shall have been advised by such counsel that there is a conflict for counsel in representing both the Indemnifying Party and the Indemnified Party which cannot appropriately be waived. In any such case, the Indemnifying Party shall not, in connection with any one 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 fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) for the Indemnified Party. Except as aforesaid, after notice from the Indemnifying Party to the Indemnified Party of its election to assume the defense of such claim or such action, the Indemnifying Party shall not be liable to the Indemnified Party under this Section for any attorneys’ fees or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof.

Retention of Counsel. If a Proceeding any Litigation shall be brought against an Indemnified Party and it shall notify the Indemnifying Party thereof in accordance with subsection (a) of this Section 8.39.3, the Indemnifying Party shall be entitled to assume the legal defense thereof and shall notify the Indemnified Party in writing, within ten (10) Business Days of receipt of the Indemnified Party Claim Notice, of its intent to assume the control of the defense of any such third party claims, including, at its own expense, employment of counsel reasonably satisfactory to the Indemnified Party (the “Indemnifying Party Defense Notice”); thereof. The Indemnified Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the payment of such counsel’s fees and expenses shall have been specifically agreed upon in writing by the Indemnifying Party, (ii) the Indemnifying Party shall have failed to assume the defense of such action, (iii) the Indemnifying Party, and/or its counsel, shall have failed to defend against any or all claims in such action after the Indemnifying Party assumed such defense (and during any period the Indemnifying Party has not assumed such defense) or (iiiiv) the named parties to any such Proceeding Litigation (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party shall have been advised by such counsel that there is a conflict for counsel in representing both the Indemnifying Party and the Indemnified Party which cannot appropriately be waived. In any such case, the Indemnifying Party shall not, in connection with any one 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 fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) for the Indemnified Party. Except as aforesaid, after notice from the Indemnifying Party to the Indemnified Party of its election to assume the defense of such claim or such action, the Indemnifying Party shall not be liable to the Indemnified Party under this Section for any attorneys’ fees or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereofthereof unless after assuming such defense, the Indemnifying Party does not defend such action.

Retention of Counsel. If a Proceeding The Buyer and National shall be brought against have the right to retain legal counsel of their choosing to represent an Indemnified National Party and it shall notify (subject to the Indemnifying approval of such Indemnified National Party thereof in accordance with subsection (a) of this Section 8.3which consent is not to be unreasonably withheld by the Indemnified National Party). If Buyer or National retains legal counsel as provided above, the Indemnifying Party shall be entitled to assume the Buyer and National will have no liability for any separate legal defense thereof and shall notify counsel chosen by the Indemnified Party in writingNational Party. If the Buyer and National, within ten (10) Business Days or either of receipt of them, assumes such defense, the Indemnified Party Claim Notice, of its intent to assume the control of the defense of any such third party claims, including, at its own expense, employment of counsel reasonably satisfactory to the Indemnified Party (the “Indemnifying Party Defense Notice”); The Indemnified National Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, it being understood that the Buyer and National shall control such defense, and in any such action or proceeding, the Indemnified National Party shall have the right to retain its own legal counsel, but the fees and expenses of such legal counsel shall be at the its own expense of the Indemnified Party unless (i) the payment Buyer and National and the Indemnified National Party mutually agree to the retention of such legal counsel’s fees and expenses shall have been specifically agreed upon in writing by the Indemnifying Party, or (ii) the Indemnifying Party shall have failed to assume the defense of such action or (iii) the named parties Parties to any such Proceeding suit, action or proceeding (including any impleaded partiesParties) include both the Indemnified Party Buyer or National and the Indemnifying Indemnified National Party, and in the opinion of recognized outside legal counsel to National, representation of the Buyer or National and the Indemnified National Party by the same legal counsel would result in a conflict of interest between Buyer or National, and the Indemnified National Party. Buyer and National shall be liable only for any settlement of any claim against an Indemnified National Party made with Buyer's written consent, which consent shall have been advised by such counsel that there is a conflict for counsel in representing both the Indemnifying Party not be unreasonably withheld, conditioned, or delayed. Buyer and the Indemnified Party which cannot appropriately be waived. In any such case, the Indemnifying Party National shall not, without the prior written consent of an Indemnified National Party, settle or compromise any claim, or permit a default or consent to the entry of any NBP MEMBERS/JBS S.A. MEMBERSHIP INTEREST PURCHASE AGREEMENT judgment in connection with any one action respect thereof, unless the settlement, compromise, or separate but substantially similar or related actions in consent includes, as an unconditional term thereof, the same jurisdiction arising out of giving by the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) for the Indemnified Party. Except as aforesaid, after notice from the Indemnifying Party claimant to the Indemnified National Party of its election to assume an unconditional release from all liability and obligations in respect of the defense of such claim or such action, the Indemnifying Party shall not be liable to the Indemnified Party under this Section for any attorneys’ fees or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereofclaim.