Indemnitee’s Right to Counsel. Notwithstanding the provisions of Section 11(b) above, if in a Proceeding to which Indemnitee is a party by reason of Indemnitee’s Corporate Status, (i) Indemnitee reasonably concludes that he or she may have separate defenses or counterclaims to assert with respect to any issue which may not be consistent with the position of other defendants in such Proceeding, (ii) a conflict of interest or potential conflict of interest exists between Indemnitee and the Company, or (iii) if the Company fails to assume the defense of such proceeding in a timely manner, Indemnitee shall be entitled to be represented by separate legal counsel of Indemnitee’s choice at the expense of the Company. In addition, if the Company fails to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any action, suit or proceeding to deny or to recover from Indemnitee the benefits intended to be provided to Indemnitee hereunder, Indemnitee shall have the right to retain counsel of Indemnitee’s choice, at the expense of the Company, to represent Indemnitee in connection with any such matter.
Indemnitee’s Right to Counsel. Notwithstanding the provisions of Section 12(b) above, in any Proceeding to which Indemnitee is a party by reason of Indemnitee’s Corporate Status, at the Indemnittee’s option Indemnitee shall have the right to retain counsel of Indemnitee’s choice, at the expense of the Company, to represent Indemnitee in connection with any such matter and the Expenses incurred by Indemnitee in any such matter shall constitute Indemnifiable Expenses.
Indemnitee’s Right to Counsel. Notwithstanding the provisions of Section 12(b) of this Agreement, (i) if in a Proceeding or a claim, issue or matter involved in a Proceeding to which Indemnitee is a party by reason of Indemnitee’s Corporate Status, (A) Indemnitee reasonably concludes that he or she may have separate defenses or counterclaims to assert with respect to such Proceeding or such claim, issue or matter which are inconsistent with the position of other defendants in such Proceeding or such claim, issue or matter, as applicable, or (B) a conflict of interest or potential conflict of interest exists between Indemnitee and the Corporation, or (ii) if the Corporation fails to assume the defense of such Proceeding or such claim, issue or matter in a timely manner, Indemnitee shall be entitled to be represented by separate legal counsel, which shall represent other persons similarly situated, of Indemnitee’s and such other persons’ choice and reasonably acceptable to the Corporation at the expense of the Corporation. In addition, if the Corporation fails to comply with any of its obligations under this Agreement or in the event that the Corporation or any other Entity or individual takes any action to declare this Agreement void or unenforceable, or institutes any Proceeding or any claim, issue or matter involved in any Proceeding to deny or to recover from Indemnitee the benefits intended to be provided to Indemnitee under this Agreement, except with respect to any Proceeding or any claim, issue or matter involved in any Proceeding that is resolved in favor of the Corporation, Indemnitee shall have the right to retain counsel of Indemnitee’s choice, at the expense of the Corporation, to represent Indemnitee in connection with any such matter.
Indemnitee’s Right to Counsel. Notwithstanding the provisions of Section 11(b) above, if in a Proceeding to which Indemnitee is a party by reason of Indemnitee’s Corporate Status, Indemnitee has separate defenses or counterclaims to assert with respect to any issue which may not be consistent with the position of other defendants in such Proceeding, Indemnitee shall be entitled to be represented by separate legal counsel of Indemnitee’s choice at the expense of the Companies. In addition, if any of the Companies fails to comply with any of its obligations under this Agreement or in the event that any of the Companies or any other person takes any action to declare this Agreement void or unenforceable, or institutes any action, suit or proceeding to deny or to recover from Indemnitee the benefits intended to be provided to Indemnitee hereunder, Indemnitee shall have the right to retain counsel of Indemnitee’s choice, at the expense of the Companies, to represent Indemnitee in connection with any such matter.
Indemnitee’s Right to Counsel. Notwithstanding the provisions of Section 12(b) above, if in a Proceeding to which Indemnitee is a party by reason of Indemnitee’s Corporate Status, (i) Indemnitee reasonably concludes that he or she may have separate defenses or counterclaims to assert with respect to any issue which may be different from or in addition to those of the Company or other defendants in such Proceeding, (ii) a conflict of interest or potential conflict of interest exists between Indemnitee and the Company or the representation of the Indemnitee by the Company would be precluded under the applicable standards of professional conduct then prevailing, or (iii) the Company fails to assume the defense of such Proceeding in a timely manner, Indemnitee shall be entitled to be represented by separate legal counsel of Indemnitee’s choice (but not more than one law firm plus, if applicable, local counsel in respect of any one Proceeding) at the expense of the Company.
Indemnitee’s Right to Counsel. If the Company fails to comply with any of its obligations under this Agreement or if the Company or any other Person takes any action to declare this Agreement void or unenforceable, or institutes any action, suit or proceeding to deny or to recover from Indemnitee the benefits provided to Indemnitee hereunder, Indemnitee may retain counsel of Indemnitee's choice, at the expense of the Company, to represent Indemnitee in connection with any such matter.
Indemnitee’s Right to Counsel. NOTWITHSTANDING THE PROVISIONS OF SECTION 11(B) ABOVE, IF IN A PROCEEDING TO WHICH INDEMNITEE IS A PARTY BY REASON OF INDEMNITEE'S CORPORATE STATUS OR INVESTOR STATUS, (I) INDEMNITEE REASONABLY CONCLUDES THAT HE OR SHE MAY HAVE SEPARATE DEFENSES OR COUNTERCLAIMS TO ASSERT WITH RESPECT TO ANY ISSUE WHICH MAY NOT BE CONSISTENT WITH THE POSITION OF OTHER DEFENDANTS IN SUCH PROCEEDING, (II) A CONFLICT OF INTEREST OR POTENTIAL CONFLICT OF INTEREST EXISTS BETWEEN INDEMNITEE AND THE COMPANY, OR (III) IF THE COMPANY FAILS TO ASSUME THE DEFENSE OF SUCH PROCEEDING IN A TIMELY MANNER, INDEMNITEE SHALL BE ENTITLED TO BE REPRESENTED BY SEPARATE LEGAL COUNSEL OF INDEMNITEE'S CHOICE AT THE EXPENSE OF THE COMPANY. IN ADDITION, IF THE COMPANY FAILS TO COMPLY WITH ANY OF ITS OBLIGATIONS UNDER THIS AGREEMENT OR IN THE EVENT THAT THE COMPANY OR ANY OTHER PERSON TAKES ANY ACTION TO DECLARE THIS AGREEMENT VOID OR UNENFORCEABLE, OR INSTITUTES ANY ACTION, SUIT OR PROCEEDING TO DENY OR TO RECOVER FROM INDEMNITEE THE BENEFITS INTENDED TO BE PROVIDED TO INDEMNITEE HEREUNDER, INDEMNITEE SHALL HAVE THE RIGHT TO RETAIN COUNSEL OF INDEMNITEE'S CHOICE, AT THE EXPENSE OF THE COMPANY, TO REPRESENT INDEMNITEE IN CONNECTION WITH ANY SUCH MATTER.
Indemnitee’s Right to Counsel. Notwithstanding the provisions of Section 10(b) above, if in a Proceeding to which Indemnitee is a party by reason of Indemnitee’s Corporate Status, (i) Indemnitee reasonably concludes that he or she may have separate defenses or counterclaims to assert with respect to any issue which may not be consistent with the position of other defendants in such Proceeding, (ii) a conflict of interest or potential conflict of interest exists between Indemnitee and either IONA PLC, IONA Inc. or both, or (iii) if both IONA PLC and IONA Inc. fails to assume the defense of such proceeding in a timely manner, Indemnitee shall be entitled to be represented by a separate legal counsel of Indemnitee’s choice at the expense of IONA PLC and/or IONA Inc.
Indemnitee’s Right to Counsel. Notwithstanding the provisions of Section 11(b) above, if in a Proceeding to which Indemnitee is a party by reason of Indemnitee's Corporate Status, (i) Indemnitee reasonably concludes that he or she may have separate defenses or counterclaims to assert with respect to any issue which may not be consistent with the position of other defendants in such Proceeding, (ii) a conflict of interest or potential conflict of interest exists between Indemnitee and the Company, or if the Company fails to assume the defense of such proceeding in a timely manner, Indemnitee shall be entitled to be represented by separate legal counsel of Indemnitee's choice at the expense of the Company. In addition, if the Company fails to comply with any of its obligations under this Agreement or in the event that the Company or any other
Indemnitee’s Right to Counsel. Notwithstanding the provisions of Section 6.8 above, if, in a Proceeding to which Indemnitee is a party by reason of Indemnitee’s Corporate Status, Indemnitee reasonably concludes that he or she may have separate defenses or counterclaims to assert with respect to any issue which may not be consistent with the position of other defendants in such Proceeding, or if the Company fails to assume the defense of such proceeding in a timely manner, Indemnitee shall be entitled to be represented by separate legal counsel of Indemnitee’s choice at the expense of the Company as provided elsewhere in this Agreement, provided, that if the Company maintains an insurance policy or policies providing liability insurance to directors, officers, employees, agents or fiduciaries of the Company or any other Enterprise, such separate legal counsel shall be selected from “panel” counsel previously approved by the Company’s liability insurance carrier.
