By Consultant. (i) If the Company breaches this Agreement or fails to make any payments or provide information required hereunder; or,
By Consultant. (i) If Tekron ceases business or sells a controlling interest to a third party, or agrees to a consolidation or merger of itself with or into another corporation, or enters into such a transaction outside of the scope of this Agreement, or sells substantially all of its assets to another corporation, entity or individual outside of the scope of this Agreement; or,
By Consultant. By written notice to Client, Consultant may suspend the Work if Consultant reasonably determines that working conditions at the Site (outside Consultant's control) are unsafe, or in violation of applicable laws, or in the event Client has not made timely payment in accordance with Article VI, Compensation, or for other circumstances not caused by Consultant that are interfering with the normal progress of the Work. Consultant's suspension of Work hereunder shall be without prejudice to any other remedy of Consultant at law or equity.
By Consultant. Consultant shall indemnify, defend and hold harmless the Company and its officers, directors, agents and employees from and against all Claims that may be asserted against the Company in connection with Consultant's negligence or misconduct, or acts outside the scope of this Agreement. Company shall be entitled to the rights of indemnification provided in this Section 9 if Company is, or is threatened to be made a party to, any action, suit, arbitration, alternate dispute resolution mechanism, investigation, administrative hearing or any other actual, threatened or completed proceeding whether civil, criminal, administrative or investigative action, including any such action in the right of the Consultant to procure a judgment in its favor. Company shall be indemnified against expenses, judgments, penalties and amounts paid in settlement, actually and reasonably incurred by Company or on Company's behalf in connection with such proceeding if Company acted in good faith and in a manner Company reasonably believed to be in or not opposed to the best interests of the Consultant, and, with respect to any criminal proceeding, having had no reasonable cause to believe Company's conduct was unlawful. In defending the Company or indemnifying the Company against any such Claims, the Consultant shall have the right to select legal counsel to provide such defense and shall have the right to settle any such Claims in its sole discretion, provided it satisfies its indemnity obligations set forth herein. Notwithstanding the foregoing, the Company may engage legal counsel of its choice to represent the Company at any time, at Company's sole cost and expense. The Company shall have no authority to settle any Claim indemnified hereunder without the consent of the Consultant first being obtained, which consent shall not be unreasonably withheld.
By Consultant. If Consultant terminates his engagement without Cause, then Consultant shall forfeit any remaining portion of the Fee, subject to Company’s right to waive such forfeiture in its sole discretion. In the event of such waiver, any remaining portion of the Fee may be paid to Consultant upon Consultant’s satisfaction of the requirement for a Final Release.