Selection of Counsel. In the event the Company shall be obligated under this Deed to Indemnify Indemnitee with respect to the Expenses of any Claim, the Company, if appropriate, shall be entitled to assume the defence of such Claim with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Companys 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 Deed for any fees or expenses of separate counsel subsequently employed by or on behalf of Indemnitee with respect to the same Claim; provided, however, that # Indemnitee shall have the right to employ Indemnitees separate counsel in any such Claim at Indemnitees expense and # if # the employment of separate counsel by Indemnitee has been previously authorized by the Company, # Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defence or # the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitees separate counsel shall be Expenses for which Indemnitee may be Indemnified. The Company shall have the right to conduct such defence as it sees fit in its sole discretion, including the right to settle any claim, action or proceeding against Indemnitee without the consent of Indemnitee, provided that the terms of such settlement include either: # a full release of Indemnitee by the claimant from all liabilities or potential liabilities under such claim or (ii), in the event such full release is not obtained, the terms of such settlement do not impose any penalty or limitation on Indemnitee without Indemnitees written consent, which may be given or withheld in Indemnitees sole discretion, and do not limit any rights to be Indemnified that Indemnitee may now, or hereafter, be entitled to under this Deed or Otherwise.
Selection of Counsel. In the event the Company shall be obligated under this Deedhereunder to Indemnify Indemnitee with respect topay the Expenses of any Claim, the Company, if appropriate,Company shall be entitled to assume the defencedefense of such ClaimClaim, with legal counsel reasonably approved by Indemnitee (which approval shall not be unreasonably withheld)the Indemnitee, upon the delivery to the Indemnitee of written notice of the Companysits election to do so. After delivery of such notice, approval of such legal counsel by the Indemnitee and the retention of such legal counsel by the Company, the Company will not be liable to the Indemnitee under this DeedAgreement for any fees or expenses of separate counsel subsequently employedincurred by or on behalf ofthe Indemnitee with respect to the same Claim; provided, however, thatprovided that, # the Indemnitee shall have the right to employ the Indemnitees separatelegal counsel in any such Claim at the Indemnitees expense; # the Indemnitee shall have the right to employ its own legal counsel in connection with any such proceeding, at the expense of the Company, if such legal counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and # if # the employment of separatelegal counsel by the Indemnitee has been previously authorized by the Company, # the Indemnitee shall have reasonably concluded that there may beis a conflict of interest between the Company and the Indemnitee in the conduct of any such defencedefense, or # the Company shall not in fact continue to retain such legal counsel to defend such Claim, then the fees and expenses of the Indemnitees separatelegal counsel shall be Expenses for which Indemnitee may be Indemnified. The Company shall haveat the right to conduct such defence as it sees fit in its sole discretion, includingexpense of the right to settle any claim, action or proceeding against Indemnitee without the consent of Indemnitee, provided that the terms of such settlement include either: # a full release of Indemnitee by the claimant from all liabilities or potential liabilities under such claim or (ii), in the event such full release is not obtained, the terms of such settlement do not impose any penalty or limitation on Indemnitee without Indemnitees written consent, which may be given or withheld in Indemnitees sole discretion, and do not limit any rights to be Indemnified that Indemnitee may now, or hereafter, be entitled to under this Deed or Otherwise.Company.
SelectionDefense of Counsel. In the event theClaims. The Company shall be obligated under this Deed to Indemnify Indemnitee with respect to the Expenses of any Claim, the Company, if appropriate, shall be entitled to participate in the defense of any Indemnifiable Claim or to assume the defence of such Claimdefense thereof, with counsel approvedreasonably satisfactory to the Indemnitee; provided that if Indemnitee believes, after consultation with counsel selected by Indemnitee, that # the use of counsel chosen by the Company to represent Indemnitee (which approvalwould present such counsel with an actual or potential conflict, # the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall notconclude that there may be unreasonably withheld) upon the deliveryone or more legal defenses available to Indemnitee that are different from or in addition to those available to the Company, or # any such representation by such counsel would be precluded under the applicable standards of written noticeprofessional conduct then prevailing, then Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Indemnifiable Claim) at the Companys election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, theexpense. The Company willshall not be liable to Indemnitee under this DeedAgreement for any fees or expenses of separate counsel subsequently employed by or on behalf of Indemnitee with respect to the same Claim; provided, however, that # Indemnitee shall have the right to employ Indemnitees separate counselamounts paid in any such Claim at Indemnitees expense and # if # the employment of separate counsel by Indemnitee has been previously authorized by the Company, # Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conductsettlement of any such defencethreatened or #pending Indemnifiable Claim effected without the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of IndemniteeCompanys separate counsel shall be Expenses for which Indemnitee may be Indemnified.prior written consent. The Company shall have the right to conduct such defence as it sees fit in its sole discretion, including the right to settle any claim, action or proceeding against Indemniteenot, without the prior written consent of the Indemnitee, providedeffect any settlement of any threatened or pending Indemnifiable Claim to which the Indemnitee is, or could have been, a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all liability on any claims that are the termssubject matter of such settlement include either: # a full release ofIndemnifiable Claim. Neither the Company nor Indemnitee by the claimant from all liabilities or potential liabilities under such claim or (ii), in the event such full release is not obtained, the terms of such settlement do not imposeshall unreasonably withhold its consent to any penalty or limitation on Indemnitee without Indemnitees written consent, which may be given or withheld in Indemnitees sole discretion, and do not limit any rights to be Indemnifiedproposed settlement; provided that Indemnitee may now, or hereafter, be entitledwithhold consent to under this Deed or Otherwise.any settlement that does not provide a complete and unconditional release of Indemnitee.
SelectionDefense of Counsel. In the event theClaims. The Company shall be obligated under this Deed to Indemnify Indemnitee with respect to the Expenses of any Claim, the Company, if appropriate, shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Event at its own expense and, except as otherwise provided below, to the extent the Company so wishes, it may assume the defence of such Claimdefense thereof with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) uponreasonably satisfactory to the deliveryIndemnitee. After notice from the Company to the Indemnitee of written notice of the Companysits election to do so. After deliveryassume the defense of any such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company,Claim, the Company willshall not be liable to the Indemnitee under this DeedAgreement or otherwise for any feesExpenses subsequently directly incurred by the Indemnitee in connection with the Indemnitee’s defense of such Claim other than reasonable costs of investigation or expenses of separate counsel subsequently employed by or on behalf of Indemnitee with respect to the same Claim; provided, however, that #as otherwise provided below. The Indemnitee shall have the right to employ Indemnitees separateits own legal counsel in any such ClaimClaim, but all Expenses related to such counsel incurred after notice from the Company of its assumption of the defense shall be at Indemniteethe Indemnitee’s expense and #own expense; provided, however, that if # the Indemnitee’s employment of separateits own legal counsel by Indemnitee has been previously authorized by the Company, # Indemnitee shall havethe Company’s counsel has reasonably concludeddetermined that there may be a conflict of interest between the CompanyIndemnitee and Indemniteethe Company in the conductdefense of any such defenceClaim, # after a Change in Control, the Indemnitee’s employment of its own counsel has been approved by the Independent Counsel or # the Company shall not continue to retain suchin fact have employed counsel to defendassume the defense of such Claim, then the feesIndemnitee shall be entitled to retain its own separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any such Claim) and expenses of Indemniteesall Expenses related to such separate counsel shall be Expenses for which Indemnitee may be Indemnified. The Company shall have the right to conduct such defence as it sees fit in its sole discretion, including the right to settle any claim, action or proceeding against Indemnitee without the consent of Indemnitee, provided that the terms of such settlement include either: # a full release of Indemniteeborne by the claimant from all liabilities or potential liabilities under such claim or (ii), in the event such full release is not obtained, the terms of such settlement do not impose any penalty or limitation on Indemnitee without Indemnitees written consent, which may be given or withheld in Indemnitees sole discretion, and do not limit any rights to be Indemnified that Indemnitee may now, or hereafter, be entitled to under this Deed or Otherwise.Company.
Selection of Counsel. In the eventWith respect to any such Claim as to which Indemnitee notifies the Company shallof the commencement thereof, the Company will be obligated under this Deedentitled to Indemnify Indemnitee with respectparticipate in the Claim at its own expense and, except as otherwise provided below, to the Expensesextent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Claim, the Company, if appropriate,Company shall be entitled to assume the defence of such Claim with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to Indemnitee of written notice of the Companys 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 DeedAgreement or otherwise for any feesExpenses subsequently incurred by Indemnitee in connection with the defense of such Claim other than reasonable costs of investigation or expenses of separate counsel subsequently employed by or on behalf of Indemnitee with respect to the same Claim; provided, however, that #as otherwise provided below. Indemnitee shall have the right to employ Indemnitees separatelegal counsel in any such ClaimClaim, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at IndemniteeIndemnitee’s expense and # ifunless: # the employment of separatelegal counsel by Indemnitee has been previously authorized by the Company, # Indemnitee shall havehas reasonably concludeddetermined that there may be a conflict of interest between Indemnitee and the Company and Indemnitee in the conductdefense of any such defencethe Claim, # after a Change in Control, the employment of counsel by Indemnitee has been approved by the Independent Counsel or # the Company shall not continue to retain suchin fact have employed counsel to defendassume the defense of such Claim, thenin each of which cases all Expenses of the fees and expenses of Indemnitees separate counselClaim shall be Expenses for which Indemnitee may be Indemnified.borne by the Company. The Company shall have the right to conduct such defence as it sees fit in its sole discretion, including the right to settle any claim, action or proceeding against Indemnitee without the consent of Indemnitee, provided that the terms of such settlement include either: # a full release of Indemnitee by the claimant from all liabilities or potential liabilities under such claim or (ii), in the event such full release is not obtained, the terms of such settlement do not impose any penalty or limitation on Indemnitee without Indemnitees written consent, which may be given or withheld in Indemnitees sole discretion, and do not limit any rights to be Indemnified that Indemnitee may now, or hereafter, be entitled to assume the defense of any Claim brought by or on behalf of the Company, or as to which Indemnitee shall have made the determination provided for in # above or under this Deed or Otherwise.the circumstances provided for in [(iii) and (iv) above].
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