Common use of Retaining Counsel Clause in Contracts

Retaining Counsel. The Indemnifying Party, upon the request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless: the indemnifying and indemnified parties shall have mutually agreed to the retention of such counsel; or the named parties to any such proceeding (including any impleaded parties) include both the indemnified and indemnifying parties and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement of any proceeding effectuated without its written consent, but if such proceeding is settled with such consent or if final judgment is entered in such proceeding for the plaintiff, the indemnifying party shall indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment.

Retaining Counsel. The Indemnifying PartyParty shall, upon the request subject as hereinafter provided, be entitled (but not required) to assume conduct of any negotiations, defence or settlement on behalf of the indemnified partyIndemnified Party of any such claim or any suit brought to enforce such claim through legal counsel of its own choosing, shall retain counsel reasonably satisfactory provided that the Indemnifying Party will not, without the Indemnified Party’s prior written consent, such consent not to be unreasonably withheld or delayed, make any admission of liability, settle, compromise, consent to the indemnified entry of any judgment in or otherwise seek to terminate any Claim in respect of which indemnification may be sought hereunder (whether or not any Indemnified Party is a party to represent the indemnified party and thereto) unless such settlement, compromise, consent or termination includes an unconditional release of each Indemnified Party from any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements liabilities arising out of such counsel related to such proceedingClaim without any admission of fault, negligence, misconduct, liability or responsibility by or on behalf of any Indemnified Party. In any such proceeding, any indemnified party An Indemnified Party shall have the right to retain its own counsel, separate counsel in any such suit and participate in the defence or settlement thereof but the fees and expenses of such counsel shall be at the expense of such indemnified party the Indemnified Party unless: the indemnifying and indemnified parties shall have mutually agreed to the retention of such counsel; or the named parties to any such proceeding (including any impleaded parties) include both the indemnified and indemnifying parties and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement of any proceeding effectuated without its written consent, but if such proceeding is settled with such consent or if final judgment is entered in such proceeding for the plaintiff, the indemnifying party shall indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment.: