Retention of Counsel Sample Clauses

Retention of Counsel. (a) Buyer, on behalf of its itself and its Affiliates (including the Transferred Entities following the Closing) (Buyer and all such other Persons, “Buyer Related Parties”) hereby waives, any claim that Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP (“Xxxxx Xxxxx”), and Xxxxxxx+Xxxxx or any other legal counsel representing any of the Transferred Entities prior to the Closing (each, a “Prior Company Counsel”) (“Pre-Closing Representation”) has a conflict of interest or is otherwise prohibited from representing Seller or any of its respective officers, directors, members, managers or Affiliates (“Seller Related Parties”) in any dispute with any of the Buyer Related Parties or any other matter involving or adverse to the Buyer Related Parties after the Closing Date (“Post-Closing Representation”), even though the interests of one or more of the Seller Related Parties in such dispute or other matter may be directly adverse to the interests of one or more of the Buyer Related Parties and even though Prior Company Counsel may have represented one or more of the Transferred Entities in a matter substantially related to such dispute or other matter and may be handling ongoing matters for one or more of the Buyer Related Parties. (b) Buyer irrevocably acknowledges and agrees that all communications and documents exchanged between Seller, on the one hand, and Prior Company Counsel, on the other hand, made in connection with the negotiation, preparation, execution, delivery and closing under, or any dispute or Action arising under, or in connection with or relating to, this Agreement (including any documents reflecting, referencing, or containing any such communications) shall constitute privileged communications between Seller and such Prior Company Counsel and no Buyer Related Parties nor any Person acting or purporting to act on behalf of or through Buyer shall seek to obtain the same by any process, including that the Privilege attaching to such communications belongs to the Transferred Entities, the JV Entities or any other Person and not Seller. The Parties further agree that, in the event that a dispute arises after the Closing between Seller, on the one hand, and Buyer, any Transferred Entity or JV Entity, on the other hand, Fried Xxxxx xxx represent Seller in such dispute even though the interests of Seller may be directly adverse to Buyer and any Transferred Entity or JV Entity, and even though Fried Xxxxx xxx have represented Seller in a matter substantially...

Retention of Counsel. The Officer shall be entitled to retain his or her own counsel in respect of the Eligible Proceeding. The fees, costs and expenses of such separate counsel retained by the Officer shall be included in the amounts for which the Officer is indemnified under Section 4, but only if counsel to the Indemnitor advises that the Officer ought to be represented by separate counsel and the separate counsel is approved by the Indemnitor. 14460.66030.DS1.10450400.1

Retention of Counsel. Executive acknowledges that he has had the opportunity to review this Employment Agreement and the transactions contemplated hereby with his own legal counsel.

Retention of Counsel. In the event that the Company shall be obligated to pay Indemnifiable Expenses as a result of any proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election to do so. 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 that Indemnitee with respect to that same proceeding, provided that (i) Indemnitee shall have the right to employ his or her 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 defense of such proceeding, then the fees and expenses of Indemnitee's counsel shall be at the expense of the Company.

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. (i) In the event that the Indemnifying Party shall fail to give the Indemnifying Party Defense Notice within a reasonable time, the Indemnifying Party shall be deemed to have elected not to conduct the defense of the subject third party claim, and in such event the Indemnified Party shall have the right to conduct such defense and to compromise and set...

Retention of Counsel. Each of the parties to this Agreement acknowledges that Fried, Frank, Harris, Sxxxxxx & Jxxxxxxx LLP (“Fxxxx Xxxxx”) currently serves as counsel to both (a) the Business Entities and (b) Parent and the Sellers in connection with the negotiation, preparation, execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby. There may come a time, including after consummation of the transactions contemplated by this Agreement and the other Transaction Documents, when the interests of Parent and the Sellers, on the one hand, and the Business Entities, on the other hand, may no longer be aligned or when, for any reason, Parent, the Sellers, Fxxxx Xxxxx or any of the Business Entities believes that Fxxxx Xxxxx can or should no longer represent both Parent and the Sellers and the Business Entities. The parties understand and specifically agree that Fried Fxxxx xxx withdraw from representing the Business Entities and continue to represent Parent and the Sellers, even if the interests of Parent and the Sellers and the interests of the Business Entities are or may be adverse, including in connection with any dispute arising out of or relating to this Agreement or any of the other Transaction Documents or the transactions contemplated hereby and thereby, and even though Fried Fxxxx xxx have represented the Business Entities in a matter substantially related to such dispute or may be handling ongoing matters for the Business Entities or any of their Affiliates, and Buyer hereby consents thereto and waives any conflict of interest arising therefrom. Buyer, for itself and the Business Entities, and for Buyer’s and the Business Entities’ respective successors and assigns, irrevocably acknowledges and agrees that all communications between Parent and the Sellers, on the one hand, and counsel, on the other hand, including, without limitation, Fxxxx Xxxxx, made in connection with the negotiation, preparation, execution, delivery and closing under, or any dispute or Action arising under or in connection with, this Agreement which, immediately prior to the Closing, would be deemed to be privileged communications of Parent, the Sellers and/or any of their respective Subsidiaries (including the Business Entities) and their counsel and would not be subject to disclosure to Buyer in connection with any process relating to a dispute arising under or in connection with this Agreement or otherwise,...

Retention of Counsel. The Group Companies shall retain, and maintain retention of, the services of one or more qualified and reputable PRC law firm and U.S. law firm with sufficient expertise and experience to advise and assist with respect to compliance with Data Security Laws.

Retention of Counsel. Employee acknowledges that he has had the opportunity to review this Employment Agreement and the transactions contemplated hereby with his own legal counsel.

Retention of Counsel. In any such claim, action, suit or proceeding, the Indemnified Party shall have the right to retain other counsel to act on his or its behalf, provided that the fees and disbursements of such other counsel shall be paid by the Indemnified Party unless: (a) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such other counsel; or (b) the named parties to any such claim, action, suit or proceeding (including any added, third or impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them (such as the availability of different defences).

Retention of Counsel. (a) Whether Indemnitee is seeking payment of Indemnifiable Expenses directly from the Company, the Trustee, if any, or from the Insurance Company, the Beneficiaries’ Representative shall have the right and obligation on behalf of Indemnitee and other Beneficiaries, to (i) select counsel to represent them with respect to any matter subject to indemnification and payment hereunder; (ii) coordinate the defense of any such matter; and (iii) approve the fees and other expenses of counsel selected by him pursuant hereto. (b) Notwithstanding the foregoing, Indemnitee may retain different counsel than the other Beneficiaries, or may incur expenses not shared in common with the other Beneficiaries, in connection with any Indemnifiable Litigation if in the reasonable judgment of Indemnitee there may be legal defenses available to him which are different from or additional to those available to the other Beneficiaries and, as a consequence, an actual or potential conflict of interest with the other Beneficiaries exists, or if other facts or circumstances exist which would make the representation of Indemnitee and other Beneficiaries inappropriate due to conflicts of interest. Indemnitee must obtain the prior written approval of the Beneficiaries’ Representative to retain such counsel, which consent shall not be unreasonably withheld. In the event that the Beneficiaries’ Representative withholds such consent, Indemnitee shall then have the right to seek approval for such separate counsel from the Company, or the Trustee, if any, which approval shall not be unreasonably withheld. (c) Nothing contain herein shall prohibit Indemnitee from retaining other counsel at Indemnitee’s own expense.