Retention of Counsel. Each of the parties to this Agreement acknowledges that Fried, Frank, Harris, Sxxxxxx & Jxxxxxxx LLP (“Fxxxx Xxxxx”) currently serves as counsel to both (a) the Business Entities and (b) Parent and the Sellers in connection with the negotiation, preparation, execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby. There may come a time, including after consummation of the transactions contemplated by this Agreement and the other Transaction Documents, when the interests of Parent and the Sellers, on the one hand, and the Business Entities, on the other hand, may no longer be aligned or when, for any reason, Parent, the Sellers, Fxxxx Xxxxx or any of the Business Entities believes that Fxxxx Xxxxx can or should no longer represent both Parent and the Sellers and the Business Entities. The parties understand and specifically agree that Fried Fxxxx xxx withdraw from representing the Business Entities and continue to represent Parent and the Sellers, even if the interests of Parent and the Sellers and the interests of the Business Entities are or may be adverse, including in connection with any dispute arising out of or relating to this Agreement or any of the other Transaction Documents or the transactions contemplated hereby and thereby, and even though Fried Fxxxx xxx have represented the Business Entities in a matter substantially related to such dispute or may be handling ongoing matters for the Business Entities or any of their Affiliates, and Buyer hereby consents thereto and waives any conflict of interest arising therefrom. Buyer, for itself and the Business Entities, and for Buyer’s and the Business Entities’ respective successors and assigns, irrevocably acknowledges and agrees that all communications between Parent and the Sellers, on the one hand, and counsel, on the other hand, including, without limitation, Fxxxx Xxxxx, made in connection with the negotiation, preparation, execution, delivery and closing under, or any dispute or Action arising under or in connection with, this Agreement which, immediately prior to the Closing, would be deemed to be privileged communications of Parent, the Sellers and/or any of their respective Subsidiaries (including the Business Entities) and their counsel and would not be subject to disclosure to Buyer in connection with any process relating to a dispute arising under or in connection with this Agreement or otherwise,...
Retention of Counsel. Executive acknowledges that he has had the opportunity to review this Employment Agreement and the transactions contemplated hereby with his own legal counsel.
Retention of Counsel. In the event that the Company shall be obligated to pay Indemnifiable Expenses as a result of any proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its 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 Agreement for any fees of counsel subsequently incurred by that Indemnitee with respect to that same proceeding, provided that (i) Indemnitee shall have the right to employ his or her counsel in any such proceeding at Indemnitee's expense, and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not, in fact, have employed counsel to assume defense of such proceeding, then the fees and expenses of Indemnitee's counsel shall be at the expense of the Company.
Retention of Counsel. The Officer shall be entitled to retain his or her own counsel in respect of the Eligible Proceeding. The fees, costs and expenses of such separate counsel retained by the Officer shall be included in the amounts for which the Officer is indemnified under Section 4, but only if counsel to the Indemnitor advises that the Officer ought to be represented by separate counsel and the separate counsel is approved by the Indemnitor. 14460.66030.DS1.10450400.1
Retention of Counsel. The Director shall be entitled to retain his or her own counsel in respect of the Eligible Proceeding. The fees, costs and expenses of such separate counsel retained by the Director shall be included in the amounts for which the Director is indemnified under Section 4, but only if counsel to the Indemnitor advises that the Director ought to be represented by separate counsel and the separate counsel is approved by the Indemnitor. 14460.66030.DS1.10389791.2
Retention of Counsel. In any such claim, action, suit or proceeding, the Indemnified Party shall have the right to retain other counsel to act on his or its behalf, provided that the fees and disbursements of such other counsel shall be paid by the Indemnified Party unless:
Retention of Counsel. Employee acknowledges that he has had the opportunity to review this Employment Agreement and the transactions contemplated hereby with his own legal counsel.
Retention of Counsel. If a Proceeding shall be brought against an Indemnified Party and it shall notify the Indemnifying Party thereof in accordance with subsection (a) of this Section 8.3, the Indemnifying Party shall be entitled to assume the legal defense thereof and shall notify the Indemnified Party in writing, within ten (10) Business Days of receipt of the Indemnified Party Claim Notice, of its intent to assume the control of the defense of any such third party claims, including, at its own expense, employment of counsel reasonably satisfactory to the Indemnified Party (the “Indemnifying Party Defense Notice”); The Indemnified Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the payment of such counsel’s fees and expenses shall have been specifically agreed upon in writing by the Indemnifying Party, (ii) the Indemnifying Party shall have failed to assume the defense of such action or (iii) the named parties to any such Proceeding (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party shall have been advised by such counsel that there is a conflict for counsel in representing both the Indemnifying Party and the Indemnified Party which cannot appropriately be waived. In any such case, the Indemnifying Party shall not, in connection with any one action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) for the Indemnified Party. Except as aforesaid, after notice from the Indemnifying Party to the Indemnified Party of its election to assume the defense of such claim or such action, the Indemnifying Party shall not be liable to the Indemnified Party under this Section for any attorneys’ fees or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof.
Retention of Counsel. In the event of actual or threatened litigation affecting the Loan or the security for the Loan with respect to which litigation Lead Lender is of the opinion that the services of an attorney should be retained for the mutual protection of the interests of Lead Lender and Participant, Lead Lender may employ counsel to represent Lead Lender and the interests of Participant with Participant's prior consent, unless employment of the same is an emergency, in which event Lead Lender will attempt to obtain Participant's prior consent but will be entitled to employ such counsel whether or not Participant has given Lead Lender its consent. Lead Lender shall seek to cause Borrower to pay the fees and expenses of such counsel in accordance with the terms and conditions of the Loan Documents, but if Borrower fails to pay such fees and expenses, Participant and Lead Lender shall pay their pro rata share thereof. If Lead Lender later receives reimbursement therefor from Borrower, Lead Lender shall return to Participant its pro rata share of the amount so repaid, without interest, unless such amount is received by Lead Lender with interest, in which case Participant would also receive its pro rata share of the amount of interest. Participant shall not have the right in connection with the same litigation to retain other counsel, except at the sole cost and expense of Participant. In the event of litigation by and between Lead Lender and Participant arising out of this Participation Agreement, Lead Lender and Participant shall each bear its own costs in retaining counsel for the same.
Retention of Counsel. BBDC will retain counsel at its expense to act as lead counsel in the defense of all Claims against IR. IR may retain counsel of its own choice at IR's expense to the extent necessary to protect IR's interests and to act as co-counsel in the litigation or settlement of any Claim or threatened Claim. So long as BBDC does not enter into any settlement agreement or consent judgment that admits liability on the part of IR or that fails to include an unconditional release of IR from all liability from all asserted or threatened Claims, BBDC will have the right to control the defense, settlement, and prosecution of any litigation.
