Common use of Defense of Proceedings Clause in Contracts

Defense of Proceedings. IHM shall be entitled to participate in the defense of any Proceeding at its own expense and, except as otherwise provided below, to the extent IHM so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from IHM to Indemnitee of its election to assume the complete defense of any such Proceeding, IHM shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by Indemnitee in connection with Indemnitee’s defense of such Proceeding other than as otherwise provided below. Indemnitee shall have the right to employ its own legal counsel in such Proceeding as to which IHM has assumed the complete defense, but all Expenses related to such counsel incurred after notice from IHM of its assumption of the defense shall be at Indemnitee’s own expense; provided, however, that if (i) Indemnitee’s employment of its own legal counsel has been authorized by IHM, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and IHM in the defense of such Proceeding, (iii) the use of counsel chosen by IHM to represent the Indemnitee would present such counsel with an actual or potential conflict of interest, (iv) after a Change in Control, Indemnitee’s employment of its own counsel has been approved by the Independent Counsel, (v) IHM shall not in fact have employed counsel to assume the defense of such Proceeding or (vi) Indemnitee may have defenses not available to IHM, then Indemnitee shall be entitled to retain its own separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any such Proceeding) and all Expenses related to such separate counsel shall be borne by IHM.

Defense of Proceedings. IHM The Company shall be entitled to participate in the defense of any Proceeding at its own expense and, except as otherwise provided below, to the extent IHM the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from IHM the Company to Indemnitee of its election to assume the complete defense of any such Proceeding, IHM the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by Indemnitee in connection with Indemnitee’s 's defense of such Proceeding other than reasonable costs of investigation, serving as a witness or as otherwise provided below. Indemnitee shall have the right to employ its own legal counsel in such Proceeding as to which IHM has assumed the complete defenseProceeding, but all Expenses related to such counsel incurred after notice from IHM the Company of its assumption of the defense shall be at Indemnitee’s 's own expense; provided, however, that if (i) Indemnitee’s 's employment of its own legal counsel has been authorized by IHMthe Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and IHM the Company in the defense of such ProceedingClaim, (iii) the use of counsel chosen by IHM to represent the Indemnitee would present such counsel with an actual or potential conflict of interest, (iv) after a Change in Control, Indemnitee’s 's employment of its own counsel has been approved by the Independent Counsel, Counsel or (viv) IHM the Company shall not in fact have employed counsel to assume the defense of such Proceeding or (vi) Indemnitee may have defenses not available to IHMClaim, then Indemnitee shall be entitled to retain its own separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any such ProceedingClaim) and all Expenses related to such separate counsel shall be borne by IHMthe Company.

Defense of Proceedings. IHM shall The Company will be entitled to participate in the defense of any Proceeding at its own expense and, except as otherwise provided below, that may be subject to the extent IHM so wishes, it may indemnification hereunder or to assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from IHM to Indemnitee of its election to assume the complete defense of any such Proceeding, IHM shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by Indemnitee in connection with Indemnitee’s defense of such Proceeding other than as otherwise ; provided below. Indemnitee shall have the right to employ its own legal counsel in such Proceeding as to which IHM has assumed the complete defense, but all Expenses related to such counsel incurred after notice from IHM of its assumption of the defense shall be at Indemnitee’s own expense; provided, however, that if (i) Indemnitee’s employment of its own legal counsel has been authorized by IHM, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and IHM in the defense of such Proceeding, event that (iiia) the use of counsel chosen by IHM the Company to represent the Indemnitee would present such counsel with an actual or potential conflict of interestconflict, (ivb) after a Change the named parties in Controlany such Proceeding (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall reasonably conclude that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company, Indemnitee’s employment or (c) any representation of its own counsel has been approved Indemnitee by the Independent Counsel, (v) IHM shall not in fact have employed same counsel to assume as the defense Company would be precluded under the applicable standards of such Proceeding or (vi) Indemnitee may have defenses not available to IHMprofessional conduct then prevailing, then Indemnitee shall be entitled to retain its own separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular claim) at the Company’s expense. The Company will not, without the prior written consent of Indemnitee, effect any settlement of any threatened or pending Proceeding which Indemnitee is or could have been a party, unless such settlement (x) does not include (i) any admission of fault or wrongdoing on the part of Indemnitee, (ii) any non-monetary remedy affecting or obligating Indemnitee, or (iii) any monetary loss for which Indemnitee is not indemnified hereunder; and (y) solely involves the payment of money and includes an unconditional release of Indemnitee from any and all liability on any matters that are the subject matter of such Proceeding) and all Expenses related to such separate counsel shall be borne by IHM.

Defense of Proceedings. IHM The Corporation shall be entitled to participate in the defense of any Proceeding relating to an Indemnifiable Event at its own expense and, except as otherwise provided below, to the extent IHM the Corporation so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee (the consent to which shall not be unreasonably withheld, conditioned or delayed by Indemnitee). After notice from IHM the Corporation to Indemnitee of its election to assume the complete defense of any such Proceeding, IHM the Corporation shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by Indemnitee in connection with Indemnitee’s defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ its own legal counsel in such Proceeding as to which IHM has assumed the complete defenseProceeding, but all Expenses related to such counsel incurred after notice from IHM the Corporation of its assumption of the defense shall be at Indemnitee’s own expense; provided, however, that if (i) Indemnitee’s employment of its own legal counsel has been authorized by IHMthe Corporation, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and IHM the Corporation in the defense of such Proceeding, (iii) the use of counsel chosen by IHM to represent the Indemnitee would present such counsel with an actual or potential conflict of interest, (iv) after a Change in of Control, IndemniteeI▇▇▇▇▇▇▇▇▇’s employment of its own counsel has been approved by the Independent Counsel, Legal Counsel or (viv) IHM the Corporation shall not in fact have employed counsel to assume the defense of such Proceeding or (vi) Indemnitee may have defenses not available to IHMProceeding, then Indemnitee shall be entitled to retain its own separate counsel (but not more than one law firm plus, if applicable, one local counsel per jurisdiction in respect of any such Proceeding) and all Expenses related to such separate counsel shall be borne by IHMthe Corporation.

Defense of Proceedings. IHM shall (i) The Corporation will be entitled to participate in the defense of any Proceeding relating to an Indemnifiable Event at its own expense and, except as otherwise provided belowin Section 6(b)(iii), to the extent IHM the Corporation so wisheselects, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. . (ii) After notice from IHM to the Corporation notifies Indemnitee of its the Corporation’s election to assume the complete defense of any such Proceeding, IHM shall the Corporation will not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by Indemnitee in connection with Indemnitee’s defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. in Section 6(b)(iii). (iii) Indemnitee shall have has the right to employ its own legal counsel in such Proceeding as to which IHM has assumed the complete defenseProceeding, but all Expenses related to such counsel incurred after notice from IHM the Corporation of its assumption of the defense shall of such Proceeding will be at Indemnitee’s own expense; provided, however, that if (i) Indemnitee’s employment of its own legal counsel has been authorized by IHMthe Corporation, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and IHM the Corporation in the defense of such Proceeding, (iii) the use of counsel chosen by IHM to represent the Indemnitee would present such counsel with an actual or potential conflict of interest, (iv) after a Change in Control, Indemnitee’s employment of its own counsel has been approved by Independent Counsel or (iv) the Independent Counsel, (v) IHM shall Corporation does not in fact have employed employ counsel to assume the defense of such Proceeding or (vi) Indemnitee may have defenses not available to IHMProceeding, then Indemnitee shall will be entitled to retain its own separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any such Proceeding) and the Corporation will be responsible for all Expenses related to such separate counsel shall be borne by IHMcounsel, in each case of the preceding clauses (on), (ii), (iii) and (iv), if it is determined pursuant to Section 8 that Indemnitee is entitled to indemnification with respect to the Proceeding.

Defense of Proceedings. IHM CCO shall be entitled to participate in the defense of any Proceeding at its own expense and, except as otherwise provided below, to the extent IHM CCO so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from IHM CCO to Indemnitee of its election to assume the complete defense of any such Proceeding, IHM CCO shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by Indemnitee in connection with Indemnitee’s defense of such Proceeding other than as otherwise provided below. Indemnitee shall have the right to employ its own legal counsel in such Proceeding as to which IHM has assumed the complete defenseProceeding, but all Expenses related to such counsel incurred after notice from IHM CCO of its assumption of the defense shall be at Indemnitee’s own expense; provided, however, that if (i) Indemnitee’s employment of its own legal counsel has been authorized by IHMCCO, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and IHM CCO in the defense of such Proceeding, (iii) the use of counsel chosen by IHM to represent the Indemnitee would present such counsel with an actual or potential conflict of interest, (iv) after a Change in Control, Indemnitee’s employment of its own counsel has been approved by the Independent Counsel, Counsel or (viv) IHM CCO shall not in fact have employed counsel to assume the defense of such Proceeding or (vi) Indemnitee may have defenses not available to IHMProceeding, then Indemnitee shall be entitled to retain its own separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any such Proceeding) and all Expenses related to such separate counsel shall be borne by IHMCCO.

Defense of Proceedings. IHM shall (i) The Corporation will be entitled to participate in the defense of any Proceeding relating to an Indemnifiable Event at its own expense and, except as otherwise provided belowin Section 6(b)(iii), to the extent IHM the Corporation so wisheselects, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. . (ii) After notice from IHM to the Corporation notifies Indemnitee of its the Corporation’s election to assume the complete defense of any such Proceeding, IHM shall the Corporation will not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by Indemnitee in connection with Indemnitee’s 's defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. in Section 6(b)(iii). (iii) Indemnitee shall have has the right to employ its own legal counsel in such Proceeding as to which IHM has assumed the complete defenseProceeding, but all Expenses related to such counsel incurred after notice from IHM the Corporation of its assumption of the defense shall of such Proceeding will be at Indemnitee’s 's own expense; provided, however, that if (i) Indemnitee’s 's employment of its own legal counsel has been authorized by IHMthe Corporation, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and IHM the Corporation in the defense of such Proceeding, (iii) the use of counsel chosen by IHM to represent the Indemnitee would present such counsel with an actual or potential conflict of interest, (iv) after a Change in Control, Indemnitee’s 's employment of its own counsel has been approved by Independent Counsel or (iv) the Independent Counsel, (v) IHM shall Corporation does not in fact have employed employ counsel to assume the defense of such Proceeding or (vi) Indemnitee may have defenses not available to IHMProceeding, then Indemnitee shall will be entitled to retain its own separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any such Proceeding) and the Corporation will be responsible for all Expenses related to such separate counsel shall be borne by IHMcounsel.

Defense of Proceedings. IHM The Company shall be entitled to participate in the defense of any Proceeding at its own expense and, except as otherwise provided below, to the extent IHM the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from IHM the Company to Indemnitee of its election to assume the complete defense of any such Proceeding, IHM the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by Indemnitee in connection with Indemnitee’s 's defense of such Proceeding other than reasonable costs of investigation, serving as a witness or as otherwise provided below. Indemnitee shall have the right to employ its own legal counsel in such Proceeding as to which IHM has assumed the complete defenseProceeding, but all Expenses related to such counsel incurred after notice from IHM the Company of its assumption of the defense shall be at Indemnitee’s 's own expense; provided, however, that if (i) Indemnitee’s 's employment of its own legal counsel has been authorized by IHMthe Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and IHM the Company in the defense of such ProceedingClaim, (iii) the use of counsel chosen by IHM to represent the Indemnitee would present such counsel with an actual or potential conflict of interest, (iv) after a Change in Control, Indemnitee’s 's employment of its own counsel has been approved by the Independent Counsel, Counsel or (viv) IHM the Company shall not in fact have employed counsel to assume the defense of such Proceeding or (vi) Indemnitee may have defenses not available to IHMClaim, then Indemnitee shall be entitled LA:326232-v2 to retain its own separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any such ProceedingClaim) and all Expenses related to such separate counsel shall be borne by IHMthe Company.

Defense of Proceedings. IHM The Company shall be entitled to participate in the defense of any Proceeding or any claim, issue or matter therein at its own expense and, except as otherwise provided below, to the extent IHM the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from IHM the Company to Indemnitee of its election to assume the complete defense of any such ProceedingProceeding or any claim, IHM issue or matter therein, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by Indemnitee in connection with Indemnitee’s defense of such Proceeding or any claim, issue or matter therein other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ its own legal counsel in such Proceeding as to which IHM has assumed the complete defenseProceeding, but all Expenses related to such counsel incurred after notice from IHM the Company of its assumption of the defense shall be at Indemnitee’s own expense; provided, however, that if (i) Indemnitee’s employment of its own legal counsel has been authorized by IHMthe Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and IHM the Company in the defense of such Proceeding, (iii) the use of counsel chosen by IHM to represent the Indemnitee would present such counsel with an actual or potential conflict of interest, (iv) after a Change in Control, Indemnitee’s employment of its own counsel has been approved by the Independent Counsel, Counsel in accordance with the procedures set forth in Section 8 or (viv) IHM the Company shall not in fact have employed counsel to assume the defense of such Proceeding or (vi) Indemnitee may have defenses not available to IHMProceeding, then Indemnitee shall be entitled to retain its own separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any such Proceeding) and all Expenses related to such separate counsel shall be borne by IHMthe Company.