Common use of Right to Defend Claims Clause in Contracts

Right to Defend Claims. The Indemnitee may, at his own expense, retain separate counsel to participate in the defense of any Proceeding, and in any Proceeding in which the Company, on the one hand, and the Indemnitee, on the other hand, is, or is reasonably likely to become, a party, the Indemnitee shall have the right to employ separate counsel at the expense of the Company and to control his own defense of such Proceeding if, in the reasonable opinion of counsel to the Indemnitee, a conflict or potential conflict exists between the Company, on the one hand, and the Indemnitee, on the other hand, that would make such separate representation advisable. The Company agrees that it will not, without the prior written consent of the Indemnitee, settle, compromise or consent to the entry of any judgment in any pending or threatened Proceeding relating to the matters contemplated hereby (if the Indemnitee is a party thereto or has been threatened to be made a party thereto) unless such settlement, compromise or consent includes an unconditional release of the Indemnitee from all liability arising or that may arise out of such Proceeding.