Common use of Separate Counsel Clause in Contracts

Separate Counsel. In connection with any Claim in respect of which the Indemnified Party may be entitled to be indemnified hereunder, the Indemnified Party will have the right to employ separate counsel of the Indemnified Party’s choosing and to participate in the defence thereof but the fees and disbursements of such counsel will be at the expense of the Indemnified Party (for which the Indemnified Party will not be entitled to claim from the Corporation) unless:

Separate Counsel. In connection with any Claim in respect of or other matter for which the Indemnified Party may be entitled to be indemnified hereunderindemnity under this Agreement, the Indemnified Party will shall have the right to employ separate counsel and consultants of the Indemnified Party’s choosing and to participate in and approve any settlement by the defence thereof but the fees and disbursements Corporation of such counsel will be at the expense of any Claim involving or affecting in any manner whatsoever the Indemnified Party (for which the Indemnified Party will not be entitled to claim from the Corporation) unlessParty, and provided that:

Separate Counsel. In connection with any Claim in respect of which the Indemnified Party may be entitled to be indemnified hereunder, the Indemnified Party will have the right to employ separate counsel of the Indemnified Party’s 's choosing and to participate in the defence thereof but the fees and disbursements of such counsel will be at the expense of the Indemnified Party (for which the Indemnified Party will not be entitled to claim from the Corporation) unless:

Separate Counsel. In connection with any Claim in respect of or other matter for which the Indemnified Party may be entitled to be indemnified hereunderindemnity under this Agreement, the Indemnified Party will shall have the right to employ separate counsel of the Indemnified Party’s choosing and to participate in the defence thereof but the fees and disbursements of such counsel will shall be at the Indemnified Party’s expense unless employment of the Indemnified Party (for which the Indemnified Party will not be entitled to claim from such other counsel has been authorized by the Corporation) unless:, in which event, the fees and disbursements of such counsel shall be paid by the Corporation.

Separate Counsel. In connection with any Claim in respect of which the Indemnified Party may be entitled to be indemnified hereunder, the Indemnified Party will shall have the right to employ separate counsel of the Indemnified Party’s 's choosing and to participate in the defence thereof but the fees and disbursements of such counsel will shall be at the expense of the Indemnified Party (for which the Indemnified Party will not be entitled to claim from the Corporation) unless:

Separate Counsel. In connection with any Claim in respect of which the Indemnified Party may be entitled to be indemnified hereunder, the Indemnified Party will have the right to employ separate counsel of the Indemnified Party’s their choosing and to participate in the defence thereof but the fees and disbursements of such counsel will be at the expense of the Indemnified Party (for which the Indemnified Party will not be entitled to claim from the Corporation) unless:

Separate Counsel. In connection with any Claim in respect of which the Indemnified Party may be entitled to be indemnified hereunder, the An Indemnified Party will have the right to employ separate counsel in any proceeding in respect of the Indemnified Party’s choosing a Claim, and to participate in the defence thereof its defence, but the fees and disbursements expenses of such that counsel will be at the expense of the Indemnified Party (for which the Indemnified Party will not be entitled to claim from the Corporation) unless:

Separate Counsel. In connection with any Claim in respect of which If the Indemnified Indemnifying Party may be entitled is permitted to be indemnified hereunderassume and control the defense and elects to do so, the Indemnified Party will shall have the right to employ counsel separate from counsel of employed by the Indemnified Party’s choosing Indemnifying Party in any such action and to participate in the defence thereof defense thereof, but the fees and disbursements expenses of such counsel will employed by the Indemnified Party shall be at the expense of the Indemnified Party unless (for which i) the Indemnified employment thereof has been specifically authorized by the Indemnifying Party will not be entitled to claim from the Corporationin writing, or (ii) unless:the

Separate Counsel. In connection with any Claim Proceeding in respect of which the Indemnified Party may be entitled to be indemnified hereunder, the Indemnified Party will shall have the right to employ separate counsel of the Indemnified Party’s 's choosing and to participate in the defence thereof but the fees and disbursements of such counsel will shall be at the expense of the Indemnified Party (for which the Indemnified Party will not be entitled to claim from the Corporation) unless:

Separate Counsel. In connection with any Claim in respect of or other matter for which the Indemnified Party may be entitled to be indemnified hereunderindemnity under this Agreement, the Indemnified Party will shall have the right to employ separate counsel of the Indemnified Party’s choosing and to participate in the defence thereof but and the fees and disbursements of such counsel will shall be at the expense of the Indemnified Party (for which the Indemnified Party will not be entitled to claim from the Corporation) unless:’s expense.