Common use of Retaining Counsel Clause in Contracts

Retaining Counsel. In any such Claim, the Indemnified Party shall have the right to retain other counsel to act on behalf of the Indemnified Party and to participate in the defence thereof, provided that the fees and disbursements of such counsel shall be paid by the Indemnified Party unless: (i) the Corporation and the Indemnified Party shall have mutually agreed to the retention of the other counsel; (ii) the Corporation fails to assume the defence of such Claim on behalf of the Indemnified Party within a reasonable period of time of receiving written notice to assume the defence of such Claim; or (iii) the named parties to any such Claim (including any added third party) include both the Indemnified Party and the Corporation and the Indemnified Party shall have been advised by counsel that representation of the Indemnified Party by counsel for the Corporation is inappropriate as a result of potential or actual differing interests of those represented; in each of which cases the Corporation shall not have the right to assume the defence of such Claim on behalf of the Indemnified Party but the Corporation shall be liable to pay the reasonable fees and disbursements of counsel to the Indemnified Party, subject as hereinafter provided. Where more than one Indemnified Party is entitled to retain separate counsel in the circumstances described in this Section 9(d), all Indemnified Parties shall be represented by one separate counsel and the fees and disbursements of only one separate counsel for all Indemnified Parties shall be paid by the Corporation unless otherwise agreed to by the Corporation.

Retaining Counsel. In any such Claim, the Indemnified Party shall have the right to retain other counsel to act on his, her or its behalf of the Indemnified Party and to participate in the defence thereof, provided that the fees and disbursements of such counsel shall be paid by the Indemnified Party unless: (i) the Corporation Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of the other counsel; , (ii) the Corporation Indemnifying Party fails to assume the defence of such Claim on behalf of the Indemnified Party within a reasonable period of time ten days of receiving written notice to assume the defence of such Claim; , or (iii) the named parties to any such Claim (including any added third or impleaded party) include both the Indemnified Party and the Corporation Indemnifying Party and the Indemnified Party shall have been advised by counsel that representation of the Indemnified Party by counsel for the Corporation Indemnifying Party is inappropriate as a result of potential or actual differing interests of those represented; in each of which cases the Corporation such Indemnifier shall not have the right to assume the defence of such Claim on behalf of the Indemnified Party but the Corporation Indemnifying Party shall be liable to pay the reasonable fees and disbursements of counsel to the Indemnified Party, subject as hereinafter provided. Where ; provided that the Indemnifying Party shall not be obligated to pay fees and expenses of more than one Indemnified Party is entitled to retain separate counsel in the circumstances described in this Section 9(d), all Indemnified Parties shall be represented by one separate counsel and the fees and disbursements of only one separate counsel legal firm for all Indemnified Parties shall be paid by the Corporation unless otherwise agreed to by the CorporationParties, as a group.

Retaining Counsel. The Indemnitor agrees that if any Claim shall be brought or commenced against the Indemnitor and/or any Indemnified Person and the personnel of such Indemnified Person shall be required to testify in connection therewith or shall be required to participate or respond to procedures designed to discover information regarding, in connection with, or by reason of the performance of professional services rendered to the Corporation by the Indemnified Persons hereunder, the Indemnified Person shall have the right to employ its own counsel in connection therewith, and the reasonable fees and expenses of such counsel as well as the reasonable costs (including an amount to reimburse the Indemnified Person monthly for time spent by its personnel in connection therewith at their normal per diem rates together with such disbursements and reasonable out of pocket expenses incurred by the personnel of the Indemnified Person in connection therewith) shall be paid by the Corporation as they occur. In any such Claim, the Indemnified Party Person shall have the right to retain other counsel to act on behalf of the Indemnified Party and to participate in the defence thereofhis, her or its behalf, provided that the fees and disbursements of such counsel shall be paid by the Indemnified Party unless: Person unless (i) the Corporation on behalf of itself and the Indemnified Party Person shall have mutually agreed to the retention of the other counsel; , (ii) the Corporation fails to assume Indemnitor has not assumed the defence and employed counsel therefor promptly after receiving notice of such Claim on behalf of the Indemnified Party within a reasonable period of time of receiving written notice to assume the defence of such Claim; from Dundee, or (iii) the named parties to any such Claim (including any added third or impleaded party) include both the Indemnified Party Person, on the one hand, and the Corporation Corporation, on the other hand, and the Indemnified Party shall have been advised by counsel that representation of both parties by the Indemnified Party by same counsel for would be inappropriate due to the Corporation is inappropriate as a result of actual or potential or actual differing interests of those represented; in each of which cases the Corporation shall not have the right to assume the defence of such Claim on behalf of the Indemnified Party but the Corporation shall be liable to pay the reasonable fees and disbursements of counsel to the Indemnified Party, subject as hereinafter providedbetween them. Where more than one Indemnified Party Person is entitled to retain separate counsel in the circumstances described in this Section 9(d10(e), all Indemnified Parties Persons shall be represented by one separate legal counsel and the fees and disbursements of only one separate legal counsel for all Indemnified Parties Persons shall be paid by the Corporation unless otherwise agreed to by the Corporation., unless

Retaining Counsel. In any such Claim, the Indemnified Party shall have the right to retain other legal counsel to act on behalf of the such Indemnified Party and to participate in the defence thereofParty’s behalf, provided that the fees and disbursements of such other legal counsel shall be paid by the such Indemnified Party Party, unless: (ia) the Corporation and the Indemnified Party shall have mutually agreed to the retention of the other counsel; (ii) the Corporation Indemnifier fails to assume the defence of such Claim suit on behalf of the Indemnified Party within a reasonable period of time ten (10) days of receiving written notice to assume the defence of such Claimsuit or having assumed such defense, fails to pursue it, provided, however, that no settlement of any such suit or admission of liability may be made by the Indemnified Party without the prior written consent of the Indemnifier, acting reasonably; (b) the employment of such counsel has been authorized by the Indemnifier; or (iiic) the named parties to any such Claim suit (including any added or third partyparties) include both the Indemnified Party and the Corporation Indemnifier, and the Indemnified Party shall have been advised in writing by counsel that representation there may be one or more legal defences available to the Indemnified Party which are different from or in addition to those available to the Indemnifier or the Indemnified Party is advised by counsel that there is an actual or potential conflict between the interests of the Indemnified Party by counsel for and the Corporation is inappropriate as a result of potential or actual differing interests of those represented; Indemnifier (in each of which cases the Corporation Indemnifier shall not have the right to assume the defence of such Claim suit on behalf of the Indemnified Party), in any of which circumstances the Indemnified Party but shall be required to keep the Corporation Indemnifier apprised of the developments of the Claim, including providing copies of any material documents related thereto to the Indemnifier, and the Indemnifier shall be liable to pay the reasonable fees and disbursements expenses of the counsel to for the Indemnified Party, subject as hereinafter provided. Where more than one Indemnified Party is entitled to retain separate counsel in the circumstances described in this Section 9(d), all Indemnified Parties shall be represented by one separate counsel and the fees and disbursements of only one separate counsel for all Indemnified Parties shall be paid by the Corporation unless otherwise agreed to by the Corporation.

Retaining Counsel. In any such Claim, the Indemnified Party shall have the right to retain other counsel to act on behalf of the Indemnified Party and to participate in the defence thereofits behalf, provided that the fees and disbursements of such counsel shall be paid by the Indemnified Party Party, unless: (i) the Corporation and the Indemnified Party shall have mutually agreed to the retention of the other counsel; (ii) the Corporation fails to assume the defence of such Claim on behalf of the Indemnified Party within a reasonable period of time of receiving written notice to assume the defence of such Claim; or (iii) the named parties to any such Claim (including any added third or impleaded party) include both the Indemnified Party and the Corporation and the Indemnified Party shall have has been advised in writing by legal counsel that the representation of all parties by the Indemnified Party by same counsel for would be inappropriate due to the Corporation is inappropriate as a result of actual or potential or actual differing interests of those representedbetween them; in each of which cases or (iii) the Corporation shall not have assumed responsibility for the right to assume Claim and retained acceptable counsel within 10 days following receipt by the defence Corporation of notice of any such Claim on behalf of the Indemnified Party but the Corporation shall be liable to pay the reasonable fees and disbursements of counsel to from the Indemnified Party, subject provided, however, that no settlement of any such Claim or admission of liability may be made by the Indemnified Party without the prior written consent of the Corporation acting reasonably, but if settled with such consent or if there be a final judgment for the plaintiff, the Corporation agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an Indemnified Party shall have requested in writing the Corporation to reimburse the Indemnified Party for reasonably incurred fees and expenses of counsel as hereinafter providedcontemplated in the first sentence of this Section 16.4, the Indemnifying Party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by the Corporation of the aforesaid written request and (ii) such Indemnifying Party shall not have reimbursed the Indemnified Party in accordance with such request prior to the date of such settlement. Where Notwithstanding anything to the contrary in this Agreement, in no event will the Corporation be liable for (A) the fees and expenses of more than one Indemnified Party is entitled separate firm (in addition to retain separate counsel in the circumstances described in this Section 9(d)any local counsel) for all Underwriters, all Indemnified Parties shall be represented by one separate counsel and (B) the fees and disbursements expenses of only more than one separate counsel firm (in addition to any local counsel) for all Indemnified Parties shall be paid by the Corporation unless otherwise agreed to by the Corporation.

Retaining Counsel. The Indemnitor agrees that if any Claim shall be brought or commenced against the Indemnitor and/or any Indemnified Person and the personnel of such Indemnified Person shall be required to testify in connection therewith or shall be required to participate or respond to procedures designed to discover information regarding, in connection with, or by reason of the performance of professional services rendered to the Corporation by the Indemnified Persons hereunder, the Indemnified Person shall have the right to employ its own counsel in connection therewith, and the reasonable fees and expenses of such counsel as well as the reasonable costs (including an amount to reimburse the Indemnified Person monthly for time spent by its personnel in connection therewith at their normal per diem rates together with such disbursements and reasonable out of pocket expenses incurred by the personnel of the Indemnified Person in connection therewith) shall be paid by the Corporation as they occur. In any such Claim, the Indemnified Party Person shall have the right to retain other counsel to act on behalf of the Indemnified Party and to participate in the defence thereofhis, her or its behalf, provided that the fees and disbursements of such counsel shall be paid by the Indemnified Party unless: Person unless (i) the Corporation on behalf of itself and the Indemnified Party Person shall have mutually agreed to the retention of the other counsel; , (ii) the Corporation fails to assume Indemnitor has not assumed the defence and employed counsel therefor promptly after receiving notice of such Claim on behalf of the Indemnified Party within a reasonable period of time of receiving written notice to assume the defence of such Claim; from Eight, or (iii) the named parties to any such Claim (including any added third or impleaded party) include both the Indemnified Party Person, on the one hand, and the Corporation Corporation, on the other hand, and the Indemnified Party shall have been advised by counsel that representation of both parties by the Indemnified Party by same counsel for would be inappropriate due to the Corporation is inappropriate as a result of actual or potential or actual differing interests of those represented; in each of which cases the Corporation shall not have the right to assume the defence of such Claim on behalf of the Indemnified Party but the Corporation shall be liable to pay the reasonable fees and disbursements of counsel to the Indemnified Party, subject as hereinafter providedbetween them. Where more than one Indemnified Party Person is entitled to retain separate counsel in the circumstances described in this Section 9(d10(e), all Indemnified Parties Persons shall be represented by one separate legal counsel and the fees and disbursements of only one separate legal counsel for all Indemnified Parties Persons shall be paid by the Corporation, unless (i) the Corporation unless otherwise and the Indemnified Persons have mutually agreed to retention of more than one legal counsel for the Indemnified Persons or (ii) the Indemnified Persons have or any one of them has been advised in writing by legal counsel thereto that representation of all of the Indemnified Persons by the Corporationsame legal counsel would be inappropriate due to actual or potential differing interests among them. Notwithstanding the foregoing, the Corporation shall not be liable for any settlement of any Claim unless the Corporation has consented in writing to such settlement, such consent not to be unreasonably withheld.

Retaining Counsel. In any such Claim, the Indemnified Party shall have the right to retain other counsel to act on behalf of the Indemnified Party and to participate in the defence thereof, provided that the fees and disbursements of such counsel shall be paid by the Indemnified Party unless: (i) the Corporation and the Indemnified Party shall have mutually agreed to the retention of the other counsel; (ii) the Corporation fails to assume the defence of such Claim on behalf of the Indemnified Party within a reasonable period of time of receiving written notice to assume the defence of such Claim; or (iii) the named parties to any such Claim (including any added third party) include both the Indemnified Party and the Corporation and the Indemnified Party shall have been advised by counsel that representation of the Indemnified Party by counsel for the Corporation is inappropriate as a result of potential or actual differing interests of those represented; in each of which cases the Corporation shall not have the right to assume the defence of such Claim on behalf of the Indemnified Party but the Corporation shall be liable to pay the reasonable fees and disbursements of counsel to the Indemnified Party, subject as hereinafter provided. Where more than one Indemnified Party is entitled to retain separate counsel in the circumstances described in this Section 9(d9(e), all Indemnified Parties shall be represented by one separate counsel and the fees and disbursements of only one separate counsel for all Indemnified Parties shall be paid by the Corporation unless otherwise agreed to by the Corporation.