Common use of Assumption of Claim Clause in Contracts

Assumption of Claim. The Company shall assume the defense of any Proceeding with respect to which indemnification is sought, with counsel satisfactory to the Officer. After such assumption, the Company will not be liable to the Officer under this Agreement for any expenses (including legal expenses) subsequently incurred by the Officer in defending such Proceeding; provided however, that the Officer shall have the right to employ his or her own counsel in any Proceeding but the fees and expenses of such counsel incurred after delivery of notice from the Company of its assumption of such defense shall be at the Officer’s expense; and provided however that if (i) the employment of such counsel by the Officer has been previously authorized by the Company, (ii) the Officer shall have reasonably concluded that there may be a conflict of interest between (A) the Company and the Officer or (B) the Officer and other Officers or Directors named in the Proceeding in the conduct of any such defense or (iii) the Company shall not, in fact, have employed counsel to assume the defense of such action, the fees and expenses of such counsel shall be at the expense of the Company.

Assumption of Claim. The Company shall assume the defense of any Proceeding with respect to which indemnification is sought, with counsel satisfactory to the OfficerDirector. After such assumption, the Company will not be liable to the Officer Director under this Agreement for any expenses (including legal expenses) subsequently incurred by the Officer Director in defending such Proceeding; provided however, that the Officer Director shall have the right to employ his or her own counsel in any Proceeding but the fees and expenses of such counsel incurred after delivery of notice from the Company of its assumption of such defense shall be at the OfficerDirector’s expense; and provided however that if (i) the employment of such counsel by the Officer Director has been previously authorized by the Company, (ii) the Officer Director shall have reasonably concluded that there may be a conflict of interest between (A) the Company and the Officer Director or (B) the Officer Director and other Officers or Directors named in the Proceeding in the conduct of any such defense or (iii) the Company shall not, in fact, have employed counsel to assume the defense of such action, the fees and expenses of such counsel shall be at the expense of the Company.