Selection of Legal Counsel Sample Clauses

Selection of Legal Counsel. If the Company is obligated under Section 1 to pay the expenses of any Action against Indemnitee, the Company, if appropriate, may assume the defense of that Action, with legal counsel approved by Indemnitee, which approval may not be unreasonably withheld or delayed, upon delivery to Indemnitee of notice of its election so to do. After delivery of that notice, approval of counsel by Indemnitee and retention of counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of legal counsel subsequently incurred by Indemnitee with respect to the same Action unless the Company previously authorized Indemnitee to retain his or her own legal counsel in that Action or the Company does not, in fact, retain legal counsel to assume the defense of the Action. Indemnitee may in any event at Indemnitee’s expense employ his or her own counsel in any Action.
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Selection of Legal Counsel. In the event the Corporation shall be obligated hereunder to pay the Expenses in connection with a Proceeding, the Corporation shall be entitled to assume the defense of such Proceeding, with counsel approved by the Indemnified Party (which such approval shall not be unreasonably withheld), upon the delivery to the Indemnified Party of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnified Party and the retention of such counsel by the Corporation, the Corporation will not be liable to the Indemnified Party under this Agreement for any fees of counsel subsequently incurred by the Indemnified Party with respect to the same Proceeding; provided that, (i) the Indemnified Party shall have the right to employ the Indemnified Party’s counsel in any such Proceeding at the Indemnified Party’s expense and (ii) if (A) the employment of counsel by the Indemnified Party has been previously authorized in writing by the Corporation, (B) the Indemnified Party shall have reasonably concluded that there is a conflict of interest between the Corporation and the Indemnified Party in the conduct of any such defense, or (C) the Corporation shall not continue to retain such counsel to defend such Proceedings, then the fees and expenses of the Indemnified Party’s counsel shall be at the expense of the Corporation. However, in no event will the Corporation be liable hereunder for the expenses of more than one counsel representing the Indemnified Party. The Corporation shall have the right to conduct such defense as it sees fit in its sole discretion. A conflict of interest will be deemed to exist if the Indemnified Party reasonably believes that his or her legal position or reputation could be adversely affected without independent representation.
Sample 1
Selection of Legal Counsel. Each party shall always have the right to be -------------------------- represented by counsel of its own selection in any suit for infringement of the ABI Patent Rights instituted by the other party under the terms hereof. The expense of such counsel shall be borne by the party retaining such counsel.
Sample 1
Selection of Legal Counsel. If the LP is obligated under Section 1 to pay the expenses of any Action against Indemnitee, the LP, if appropriate, may assume the defense of that Action, with legal counsel approved by Indemnitee, which approval may not be unreasonably withheld or delayed, upon delivery to Indemnitee of notice of its election so to do. After delivery of that notice, approval of counsel by Indemnitee and retention of counsel by the LP, the LP will not be liable to Indemnitee under this Agreement for any fees of legal counsel subsequently incurred by Indemnitee with respect to the same Action unless the LP previously authorized Indemnitee to retain his or her own legal counsel in that Action or the LP does not, in fact, retain legal counsel to assume the defense of the Action. Indemnitee may in any event at Indemnitee’s expense employ his or her own counsel in any Action.
Sample 1
Selection of Legal Counsel. For avoidance of doubt, the selection of legal counsel, whether internal or external, to represent a Party in connection with the Services shall be made by such Party in its sole discretion.
Sample 1
Selection of Legal Counsel. Lender shall require representation of Lender by attorneys of its choice in the preparation and review of the Construction Loan, Commitment, Permanent Loan documents and all other legal matters related hereto. All reasonable fees and costs for such attorneys shall be paid by Borrower.
Sample 1
Selection of Legal Counsel. Lender shall require representation of Lender by attorneys of Lender's choice in the preparation and review of the Modification Documents or other Permanent Loan documents and all other
Sample 1
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Related to Selection of Legal Counsel

  • Advice of Legal Counsel Each party acknowledges and represents that, in executing this Agreement, it has had the opportunity to seek advice as to its legal rights from legal counsel and that the person signing on its behalf has read and understood all of the terms and provisions of this Agreement. This Agreement shall not be construed against any party by reason of the drafting or preparation thereof.

  • Representation by Legal Counsel Each Party hereto represents that it has been represented by legal counsel in connection with this Agreement and acknowledges that it has participated in the drafting hereof. In interpreting and applying the terms and provisions of this Agreement, the Parties agree that no presumption shall exist or be implied against the Party which drafted such terms and provisions.

  • Legal Counsel Subject to Section 5 hereof, the Required Holders shall have the right to select one legal counsel to review and oversee any registration pursuant to this Section 2 (“Legal Counsel”), which shall be Xxxxxxx Xxxx & Xxxxx LLP or such other counsel as thereafter designated by the Required Holders. The Company and Legal Counsel shall reasonably cooperate with each other in performing the Company’s obligations under this Agreement.

  • Consultation with Legal Counsel Escrow Agent may consult with its counsel or other counsel satisfactory to it concerning any question relating to its duties or responsibilities hereunder or otherwise in connection herewith and shall not be liable for any action taken, suffered or omitted by it in good faith upon the advice of such counsel.

  • Independent Legal Counsel an attorney or firm of attorneys, selected in accordance with the provisions of Section 3, who shall not have otherwise performed services for the Company or Indemnitee within the last five years (other than with respect to matters concerning the rights of Indemnitee under this Agreement, or of other indemnitees under similar indemnity agreements).

  • Separate Counsel If any Action is asserted or commenced pursuant to which the indemnity provided in Section 9.4 hereof or the right of contribution provided in Section 9.5 hereof may apply, the Manager may take such action in connection therewith as it deems necessary or desirable, including retention of counsel for the Underwriters (“Syndicate Counsel”), and in its discretion separate counsel for any particular Underwriter or group of Underwriters, and the fees and disbursements of any counsel so retained will be allocated among the several Underwriters as determined by the Manager. Any such Syndicate Counsel retained by the Manager will be counsel to the Underwriters as a group and, in the event that: (a) the Manager settles any Action on a basis that results in the settlement of such Action against it and fewer than all the Underwriters, or (b)(i) a conflict develops between the Manager and the other Underwriters, or (ii) differing defenses are available to the other Underwriters and not available to the Manager, and as a result of either (b)(i) or (b)(ii) such Syndicate Counsel concludes that it is unable to continue to represent the Manager and the other Underwriters, then in each such case, after notification to the Manager and the other Underwriters, Syndicate Counsel will remain counsel to the other Underwriters and will withdraw as counsel to the Manager. The Manager hereby consents to such arrangement and undertakes to take steps to: (i) ensure that any engagement letters with Syndicate Counsel are consistent with such arrangement; (ii) issue a notice to all other Underwriters promptly following receipt of any advice (whether oral or written) from Syndicate Counsel regarding its inability to represent the Manager and the other Underwriters jointly; and (iii) facilitate Syndicate Counsel’s continued representation of the other Underwriters. Any Underwriter may elect to retain at its own expense its own counsel and, on advice of such counsel, may settle or consent to the settlement of any such Action, but only in compliance with Section 9.7 hereof, and in each case, only after notification to every other Underwriter. The Manager may settle or consent to the settlement of any such Action, but only in compliance with Section 9.7 hereof.

  • Agent Counsel Legal Opinion Agent shall have received from Xxxxxx LLP, counsel for Agent, such opinion or opinions, on or before the date on which the delivery of the Company counsel legal opinion is required pursuant to Section 4(p), with respect to such matters as Agent may reasonably require, and the Company shall have furnished to such counsel such documents as they request for enabling them to pass upon such matters.

  • Selection of Counsel In the event the Company shall be obligated under Section 3(a) hereof to pay the expenses of any proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that (i) Indemnitee shall have the right to employ counsel in any such proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company.

  • Selection and Nomination of Trustees While this Plan is in effect, the selection and nomination of persons to be Trustees of the Fund who are not "interested persons" of the Fund ("Disinterested Trustees") shall be committed to the discretion of the incumbent Disinterested Trustees. Nothing herein shall prevent the incumbent Disinterested Trustees from soliciting the views or the involvement of others in such selection or nomination as long as the final decision on any such selection and nomination is approved by a majority of the incumbent Disinterested Trustees.

  • Legal Counsel Opinions Upon the request of the Buyer from to time to time, the Company shall be responsible (at its cost) for promptly supplying to the Company’s transfer agent and the Buyer a customary legal opinion letter of its counsel (the “Legal Counsel Opinion”) to the effect that the resale of the Conversion Shares and/or Exercise Shares by the Buyer or its affiliates, successors and assigns is exempt from the registration requirements of the 1933 Act pursuant to Rule 144 (provided the requirements of Rule 144 are satisfied and provided the Conversion Shares and/or Exercise Shares are not then registered under the 1933 Act for resale pursuant to an effective registration statement) or other applicable exemption (provided the requirements of such other applicable exemption are satisfied). In addition, the Buyer may (at the Company’s cost) at any time secure its own legal counsel to issue the Legal Counsel Opinion, and the Company will instruct its transfer agent to accept such opinion. The Company hereby agrees that it may never take the position that it is a “shell company” in connection with its obligations under this Agreement or otherwise.

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