Defense Counsel. City shall have the right to select or to approve defense counsel to be retained by Partner in fulfilling its obligation hereunder to defend and indemnify City, unless such right is expressly waived by City in writing. Partner shall retain City approved defense counsel within seven (7) business days of City’s written notice that City is invoking its right to indemnification under this Agreement. If Partner fails to retain counsel within such time period, City shall have the right to retain defense counsel on its own behalf, and Partner shall be liable for all costs incurred by City. City shall also have the right, at its option, to be represented by advisory counsel of its own selection and at its own expense, without waiving the foregoing.
Defense Counsel. Indemnitee hereby agrees that in any Proceeding in which Indemnitee and other past or present trust managers or officers of the Trust (or its successor) who are entitled to indemnification from the Trust are named defendants or respondents, Indemnitee and such other past or present trust managers or officers shall collectively select one firm of attorneys in any jurisdiction to defend all such defendants and respondents in such Proceeding unless counsel for Indemnitee advises that there are issues which may raise conflicts of interest between Indemnitee and such other persons.
Defense Counsel. LICENSEE shall defend GUESS, with counsel acceptable to LICENSEE and GUESS, with respect to each and every claim for which GUESS is indemnified by LICENSEE under this Agreement. LICENSEE shall pay for the services of such counsel upon counsel's presentation of legal bills or requests for retainer.
Defense Counsel. 3 I have read this plea agreement and have discussed it fully with my client. The plea agreement 4 accurately and completely sets forth the entirety of the agreement. I concur in my client’s decision to Dated: XXXXXXX XXXXXXXX Federal Public Defender XXXXXXXX XXXXXXXX Assistant Federal Defender Attorney for Defendant 5 plead guilty as set forth in this plea agreement. 6 7
Defense Counsel. The Corporation shall have the right to engage counsel to defend itself, its subsidiaries and affiliates and all applicable Indemnitees in any common Proceeding, and the Corporation shall directly pay the Expenses of such counsel. In such case, each Indemnitee shall enter into a common defense agreement with the Corporation in form and substance reasonably acceptable to all parties. However, an Indemnitee or group of Indemnitees shall have the right to engage separate counsel approved by the Corporation (which approval will not be unreasonably withheld or delayed) in any covered Proceeding if counsel to the Corporation or such Indemnitee(s) advises the Corporation in writing that, in the professional judgment of such counsel, (a) one or more legal defenses or counterclaims may be reasonably available to such Indemnitee(s) and reasonably could be inconsistent with, different from or additional to those available to such other parties, or (b) use of counsel selected by the Corporation could reasonably be expected to give rise to a conflict of interest. Notwithstanding the preceding portions of this Section, if the Losses and Expenses could reasonably be expected to be covered by insurance, counsel shall be selected in accordance with the applicable insurance policies.
Defense Counsel. Defense counsel engaged by Manager or Owner, as indemnitor, shall be reasonably acceptable to Manager and Owner, as indemnitee. Without limiting the generality of the foregoing, indemnitee shall be promptly provided with copies of all claims and pleadings, as well as correspondence, memos, documents and discovery with respect thereto, unless within the scope of any applicable privilege, relating to any such matters. Indemnitee shall be given prior written notice of all meetings, conferences and judicial proceedings and shall be afforded an opportunity to attend and participate in same. Indemnitee shall have the right to engage independent counsel, at its sole expense, to represent indemnitee as additional and/or co-counsel in all such proceedings, trials, appeals and meetings with respect thereto.
Defense Counsel. LYFT shall retain the right to select defense counsel in fulfilling its obligation hereunder to defend and indemnify CITY, unless such right is expressly waived by LYFT in writing. CITY shall also have the right, at its option, to be represented by advisory counsel of its own selection and at its own expense.
Defense Counsel in coordination with the Plan Fiduciary, shall use its best efforts to respond timely to written requests, including by e-mail, from the Settlement Administrator for readily accessible data that are reasonably necessary to determine the feasibility of administering the Plan of Allocation or to implement the Plan of Allocation. The actual and reasonable expenses of any third party, including the Plan’s recordkeeper, that are necessary to perform such work shall be Administrative Expenses to be deducted from the Gross Settlement Amount.
Defense Counsel. The Company will have the right (i) to approve any counsel selected by any Company Indemnified Person and (ii) to approve the terms of any proposed settlement. Such approvals will not be unreasonably withheld or delayed.
Defense Counsel. 3 I have read this Plea Agreement and have discussed it fully with my client. The Plea Agreement 4 accurately and completely sets forth the entirety of the agreement. I concur in my client’s decision to Dated:
