Selection of Legal Counsel Clause Samples

Selection of Legal Counsel. If the Company is obligated under Section 1 to pay the expenses of any Action against Indemnitee, the Company, if appropriate, may assume the defense of that Action, with legal counsel approved by Indemnitee, which approval may not be unreasonably withheld or delayed, upon delivery to Indemnitee of notice of its election so to do. After delivery of that notice, approval of counsel by Indemnitee and retention of counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of legal counsel subsequently incurred by Indemnitee with respect to the same Action unless the Company previously authorized Indemnitee to retain his or her own legal counsel in that Action or the Company does not, in fact, retain legal counsel to assume the defense of the Action. Indemnitee may in any event at Indemnitee’s expense employ his or her own counsel in any Action.

Selection of Legal Counsel. Lender shall require representation of Lender by attorneys of its choice in the preparation and review of the Construction Loan, Commitment, Permanent Loan documents and all other legal matters related hereto. All reasonable fees and costs for such attorneys shall be paid by Borrower.

Selection of Legal Counsel. Each party shall always have the right to be -------------------------- represented by counsel of its own selection in any suit for infringement of the ABI Patent Rights instituted by the other party under the terms hereof. The expense of such counsel shall be borne by the party retaining such counsel.

Selection of Legal Counsel. If the LP is obligated under Section 1 to pay the expenses of any Action against Indemnitee, the LP, if appropriate, may assume the defense of that Action, with legal counsel approved by Indemnitee, which approval may not be unreasonably withheld or delayed, upon delivery to Indemnitee of notice of its election so to do. After delivery of that notice, approval of counsel by Indemnitee and retention of counsel by the LP, the LP will not be liable to Indemnitee under this Agreement for any fees of legal counsel subsequently incurred by Indemnitee with respect to the same Action unless the LP previously authorized Indemnitee to retain his or her own legal counsel in that Action or the LP does not, in fact, retain legal counsel to assume the defense of the Action. Indemnitee may in any event at Indemnitee’s expense employ his or her own counsel in any Action.

Selection of Legal Counsel. For avoidance of doubt, the selection of legal counsel, whether internal or external, to represent a Party in connection with the Services shall be made by such Party in its sole discretion.

Selection of Legal Counsel. In the event the Corporation shall be obligated hereunder to pay the Expenses in connection with a Proceeding, the Corporation shall be entitled to assume the defense of such Proceeding, with counsel approved by the Indemnified Party (which such approval shall not be unreasonably withheld), upon the delivery to the Indemnified Party of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnified Party and the retention of such counsel by the Corporation, the Corporation will not be liable to the Indemnified Party under this Agreement for any fees of counsel subsequently incurred by the Indemnified Party with respect to the same Proceeding; provided that, (i) the Indemnified Party shall have the right to employ the Indemnified Party’s counsel in any such Proceeding at the Indemnified Party’s expense and (ii) if (A) the employment of counsel by the Indemnified Party has been previously authorized in writing by the Corporation, (B) the Indemnified Party shall have reasonably concluded that there is a conflict of interest between the Corporation and the Indemnified Party in the conduct of any such defense, or (C) the Corporation shall not continue to retain such counsel to defend such Proceedings, then the fees and expenses of the Indemnified Party’s counsel shall be at the expense of the Corporation. However, in no event will the Corporation be liable hereunder for the expenses of more than one counsel representing the Indemnified Party. The Corporation shall have the right to conduct such defense as it sees fit in its sole discretion. A conflict of interest will be deemed to exist if the Indemnified Party reasonably believes that his or her legal position or reputation could be adversely affected without independent representation.

Selection of Legal Counsel. Each Participating Entity may elect to provide its own legal defense in which case the Pool shall reimburse such entity for the cost of such defense up to the limit of the amount the FUND would have paid pursuant to the legal services contracts entered into by the County. A request to be reimbursed for the cost of legal services not provided under a contract entered into by Clark County on behalf of the Pool, shall be submitted by the Participating Entity’s Designated Representative, in writing, to the Designated Representative for Clark County who shall call a meeting of the Designated Representatives of the Participating Entities as set forth in paragraph VII.B.2. hereinbelow, for the purpose of addressing the Participating Entity’s request for reimbursement from the FUND in accordance with this Agreement.