Choice of Counsel. In all matters as to which indemnification is available to the Indemnified Party under this Agreement, the Indemnified Party shall be free to choose and retain counsel, provided the Indemnified Party shall secure the prior written consent of the Corporation as to such selection, which consent shall not be unreasonably withheld.
Choice of Counsel. If Indemnitee is not an officer of the Corporation, he, together with the other directors who are not officers of the Corporation and are seeking indemnification (the “Outside Directors”), shall be entitled to employ, and be reimbursed for the fees and disbursements of, a single counsel separate from that chosen by Indemnitees who are officers of the Corporation. The principal counsel for Outside Directors (“Principal Counsel”) shall be determined by majority vote of the Outside Directors who are seeking indemnification, and the Principal Counsel for the Indemnitees who are not Outside Directors (“Separate Counsel”) shall be determined by majority vote of such Indemnitees, in each case subject to the consent of the Corporation (not to be unreasonably withheld or delayed). The obligation of the Corporation to reimburse Indemnitee for the fees and disbursements of counsel hereunder shall not extend to the fees and disbursements of any counsel employed by Indemnitee other than Principal Counsel or Separate Counsel, as the case may be, unless Indemnitee has interests that are different from those of the other Indemnitees or defenses available to him that are in addition to or different from those of the other Indemnitees such that Principal Counsel or Separate Counsel, as the case may be, would have an actual or potential conflict of interest in representing Indemnitee.
Choice of Counsel. Indemnitee shall be entitled to employ and be reimbursed for the fees and disbursements of counsel separate from that chosen by any other person or persons whom the Corporation is obligated to indemnify with respect to the same or any related or similar Indemnifiable Matter.
Choice of Counsel. Each Indemnitee that is an Outside Director, Chase Director or Other Indemnitee, together with the other Indemnitees who are designated in the same group, shall be entitled to employ, and be reimbursed for the fees and disbursements of, separate counsel to represent the Outside Directors, the Chase Directors or the Other Indemnitees, as the case may be, in connection with any Proceeding. For purposes of this Agreement, an Indemnitee shall be designated as (i) an “Outside Director” if such Indemnitee is a director and not an officer of the Corporation and is not a Chase Director, (ii) a “Chase Director” if such Indemnitee is G. Xxxx Xxxxxxx, Xxxxx X. Xxxxx, Xxxx X. Xxxxx, Xxxxxxx X. Xxxxxx or Xxxxxx X. Xxxxx, and (iii) an “Other Indemnitee” if such Indemnitee is not an Outside Director or a Chase Director. The principal counsel for Outside Directors (“Outside Director Counsel”) shall be determined by majority vote of the Outside Directors, the principal counsel for Chase Directors (“Chase Counsel”) shall be determined by majority vote of the Chase Directors, and the Principal Counsel for the Other Indemnitees (“Other Indemnitee Counsel”) shall be determined by majority vote of the Other Indemnitees, in each case subject to the consent of the Corporation (not to be unreasonably withheld or delayed). The obligation of the Corporation to reimburse Indemnitee for the fees and disbursements of counsel hereunder shall not extend to the fees and disbursements of any counsel employed by Indemnitee other than Outside Director Counsel, Chase Counsel or Other Indemnitee Counsel, as the case may be, unless Indemnitee has interests that are different from those of the other Indemnitees or defenses available to him that are in addition to or different from those of the other Indemnitees such that Outside Director Counsel, Chase Counsel or Other Indemnitee Counsel, as the case may be, would have an actual, apparent or potential conflict of interest in representing Indemnitee.
Choice of Counsel. If Indemnitee is not an officer of the Company, he, together with the other directors who are not officers of the Company (the “Outside Directors”), shall be entitled to employ, and be reimbursed for the fees and disbursements of, counsel separate from that chosen by Indemnitees who are officers of the Company. The principal counsel for Outside Directors (“Principal Counsel”) shall be determined by majority vote of the Outside Directors, and the Principal Counsel for the Indemnitees who are not Outside Directors (“Separate Counsel”) shall be determined by majority vote of such Indemnitees. The obligation of the Company to reimburse Indemnitee for the fees and disbursements of counsel hereunder shall not extend to the fees and disbursements of any counsel employed by Indemnitee other than Principal Counsel or Separate Counsel, as the case may be, unless, in the opinion of other counsel for Indemnitee, concurred in by Principal Counsel or Separate Counsel, as the case may be, Indemnitee may have defenses available to him that are in addition to or different from those of the other Indemnitees such that there is a substantial possibility that Principal Counsel of Separate Counsel, as the case may be, will have a conflict of interest in representing Indemnitee.
Choice of Counsel. In all matters as to which indemnification is or may be available to the Indemnitee under this Agreement, the Indemnitee shall be free to choose and retain counsel of the Indemnitee's choice, provided that the Indemnitee shall secure the prior written consent of the Corporation as to such selection, which consent shall not be unreasonably withheld.
Choice of Counsel. In the event the Company shall be obligated to advance the Expenses of any Proceeding against the Indemnitee, the Company shall be entitled, in lieu thereof, to assume the defense of such proceeding upon the delivery to the Indemnitee of written notice of the Company's election to do so, which notice shall contain the name, address and phone number of counsel engaged by the Company to handle such defense and confirmation that the Company has undertaken to pay that counsel's reasonable fees and expenses therefore. After delivery of such notice, the Company shall not be liable to the Indemnitee under this Agreement for any fees or expenses of counsel for the Indemnitee (other than the counsel engaged by the Company) subsequently incurred by the Indemnitee with respect to the same Proceeding; provided, however, that the fees and expenses of such counsel for the Indemnitee shall be at the expense of the Company if () the employment of separate counsel by the Indemnitee has been previously authorized by the Company, or () the Indemnitee shall have reasonably concluded, and either the Company shall have agreed, or independent counsel (as defined herein) shall have determined, that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense; and further provided, however, that, the Indemnitee's counsel shall have been approved by any carrier of an applicable insurance policy if required under the terms of that policy. As used in this Section 7.3, "independent counsel" shall mean counsel selected and compensated by the Company, and reasonably approved by the Indemnitee, to determine whether a conflict of interest may exist, which counsel shall not represent the Company, the Indemnitee or any other party to the Proceeding for which indemnification is sought. Independent counsel shall be selected promptly following notice from the Indemnitee to the Company of the Indemnitee's belief that a conflict of interest may exist. Nothing herein shall limit the right of the Indemnitee to employ counsel at the Indemnitee's sole expense.
Choice of Counsel. If Indemnitee is a director of the Company but not an officer of the Company, he, together with the other directors of the Company who are not officers of the Company (the “Outside Directors”), shall be entitled to employ one counsel separate from that chosen by persons who are parties to similar indemnification agreements of the Company who are not Outside Directors (the “Inside Indemnitees”) and the Expenses of such counsel shall, subject to the other terms and conditions of this Agreement, be Indemnifiable Expenses. Such counsel for Outside Directors (“Principal Counsel”) shall be determined by majority vote of the Outside Directors.
Choice of Counsel. The Corporation shall have the right to approve Indemnitee’s selection of counsel with respect to any Proceeding (which approval shall not be unreasonably withheld and shall only be withheld where there is a conflict of interest with respect to such counsel and the Corporation under applicable ethical rules or where such counsel is not experienced in matters of the kind presented). Where it is feasible to do so without impairing the Indemnitee’s ability to defend himself or herself in a Proceeding, Indemnitee agrees to cooperate with the Corporation to reduce expenses and maximize the insurance coverage applicable to a particular Proceeding, including without limitation, by agreeing to be jointly represented by legal counsel with other directors, officers, employees, agents or fiduciaries of the Corporation who are also involved with the Proceeding; provided, however, that nothing in this sentence shall be construed to prevent Indemnitee from retaining his or her separate counsel, at the expense of the Corporation, where there would be a conflict of interest, as determined by counsel for Indemnitee, as a result of any such joint representation.
Choice of Counsel. Sublessee shall be entitled to control all aspects of the resolution of a Claim with respect to which Sublessee has undertaken Indemnity, provided that the choice of counsel to defend an Indemnified Person shall be subject to the prior reasonable approval of such Indemnified Person.
