Assumption of Defense Clause Example with 11 Variations from Business Contracts
This page contains Assumption of Defense clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Assumption of Defense. In the event the Company shall be requested by Indemnitee to pay the Expenses of any proceeding, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, or to participate to the extent permissible in such proceeding, with counsel reasonably acceptable to Indemnitee. Upon assumption of the defense by the Company and the retention of such counsel by the Company, the Company shall not be liable to Indemnitee under this Agreement for any fees of counsel subsequently ...incurred by Indemnitee with respect to the same proceeding, provided that Indemnitee shall have the right to employ separate counsel in such proceeding at Indemnitee's sole cost and expense. Notwithstanding the foregoing, if Indemnitee's counsel delivers a written notice to the Company stating that such counsel has reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or the Company shall not, in fact, have employed counsel or otherwise actively pursued the defense of such proceeding within a reasonable time, then in any such event the fees and Expenses of Indemnitee's counsel to defend such proceeding shall be subject to the indemnification and advancement of Expenses provisions of this Agreement.View More
Variations of a "Assumption of Defense" Clause from Business Contracts
Assumption of Defense. In the event the Company shall be requested by Indemnitee obligated to pay the Expenses expenses of any proceeding, proceeding against or involving the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, or to participate with counsel approved by the Indemnitee, upon the delivery to the extent permissible in Indemnitee of written notice of its election to do so. After delivery of such proceeding, with notice, approval of such counsel reasonably ac...ceptable to Indemnitee. Upon assumption of the defense by the Company Indemnitee and the retention of such counsel by the Company, the Company shall will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that that: (i) the Indemnitee shall have the right to employ separate his or her counsel in such proceeding at the Indemnitee's sole cost expense; and expense. Notwithstanding (ii) if (a) the foregoing, if Indemnitee's employment of counsel delivers a written notice to by the Company stating that such counsel Indemnitee has been previously authorized by the Company, (b) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense defense, or (c) the Company shall not, in fact, have employed counsel or otherwise actively pursued to assume the defense of such proceeding within a reasonable time, then in any such event proceeding, the fees and Expenses expenses of the Indemnitee's counsel shall be at the expense of the Company. The Company shall not, without the prior written consent of the Indemnitee, effect any settlement of any threatened or pending action, suit or proceeding to defend which the Indemnitee is, or could have been, a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all liability on any claims that are the subject matter of such action, suit or proceeding. Neither the Company nor Indemnitee shall unreasonably withhold its consent to any proposed settlement. The Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee. 5 10. Insurance. The Company may, but is not obligated to, obtain directors' and officers' liability insurance ("D&O Insurance") with respect to which the Indemnitee is named as an insured. Notwithstanding any other provision of the Agreement, the Company shall not be obligated to indemnify the Indemnitee for expenses, judgments, settlements, fines or penalties, which have been paid directly to or on behalf of the Indemnitee by D&O Insurance. If the Company has D&O Insurance in effect at the time the Company receives from the Indemnitee any notice of the commencement of a proceeding, the Company shall give notice of the commencement of such proceeding shall be subject to the indemnification and advancement insurer in accordance with the procedures set forth in the policy. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, to or on behalf of Expenses provisions the Indemnitee, all amounts payable as a result of this Agreement. such proceeding in accordance with the terms of such policy. View More
Assumption of Defense. In the event the Company shall may be requested by obligated to make any indemnity to Indemnitee to pay the Expenses of contemplated hereunder in connection with any proceeding, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, or to participate to the extent permissible in such proceeding, with counsel reasonably acceptable to Indemnitee. Upon assumption of the defense by the Company and the retention of such counsel by the Company, the Company shall not b...e liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that Indemnitee shall have the right to employ separate counsel in such proceeding at Indemnitee's sole cost and expense. Notwithstanding the foregoing, if Indemnitee's counsel delivers a written notice to the Company stating that such counsel has reasonably concluded that there may be is, or is reasonably likely to be, a conflict of interest between the Company and Indemnitee in the conduct of any such defense or the Company shall not, in fact, not have employed counsel or otherwise actively pursued the defense of such proceeding within a reasonable time, then in any such event the reasonable fees and Expenses expenses of Indemnitee's counsel to defend such proceeding shall be subject to the indemnification and advancement of Expenses expenses provisions of this Agreement. 7 9. Insurance. To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees, or agents of the Company or of any subsidiary ("D&O Insurance"), Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such director, officer, employee or agent under such policy or policies. If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all commercially reasonable or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policies. View More
Assumption of Defense. In the event the Company shall be requested by Indemnitee to pay is notified of the Expenses commencement of or the threat of commencement of any proceeding, proceeding against the Indemnitee by reason of the fact that the Indemnitee is or was an agent of the Company, if appropriate, the Company, jointly with any other indemnifying party similarly notified, shall be entitled to assume the defense of such proceeding, or to participate to the extent permissible in such proceeding, with counsel rea...sonably acceptable to Indemnitee. Upon assumption the Indemnitee, upon the delivery to the Indemnitee of the defense by the Company written notice of its election to do so. After delivery of such notice and the retention approval of such counsel by the Company, Indemnitee, which approval shall not be unreasonably withheld, the Company shall not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that (a) the Indemnitee shall have the right to employ separate the Indemnitee's own counsel in such proceeding at the Indemnitee's sole cost expense and expense. Notwithstanding (b) if (i) the foregoing, if Indemnitee's employment of counsel delivers a written notice to by the Indemnitee has been previously authorized in writing by the Company, (ii) the Company stating that such counsel has shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense defense, or (iii) the Company shall not, not within sixty (60) days of receipt of notice from the Indemnitee, in fact, have employed counsel or otherwise actively pursued to assume the defense of such proceeding within a reasonable time, then in any such event proceeding, the fees and Expenses expenses of the Indemnitee's counsel to defend such proceeding shall be subject to at the indemnification and advancement expense of Expenses provisions of this Agreement. the Company. View More
Assumption of Defense. In the event the Company shall be requested by Indemnitee obligated to pay advance the Expenses of for any proceeding, Proceeding against Indemnitee, the Company, if appropriate, deemed appropriate by the Company, shall be entitled to assume the defense of such proceeding, Proceeding as provided herein. Such defense by the Company may include the representation of two or more parties by one attorney or law firm as permitted under the ethical rules and legal requirements related to participate jo...int representations. Following delivery of written notice to the extent permissible in such proceeding, with counsel reasonably acceptable to Indemnitee. Upon assumption Indemnitee of the Company's election to assume the defense of such Proceeding, the approval by Indemnitee (which approval shall not be unreasonably withheld) of counsel designated by the Company and the retention of such counsel by the Company, the Company shall will not be liable to Indemnitee under this Agreement for any fees and expenses of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that Proceeding. If (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have notified the right to employ separate counsel Board in such proceeding at Indemnitee's sole cost and expense. Notwithstanding the foregoing, if Indemnitee's counsel delivers a written notice to the Company stating writing that such counsel Indemnitee has reasonably concluded that there may is likely to 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 fails to employ counsel or otherwise actively pursued to assume the defense of such proceeding within a reasonable time, then in any such event Proceeding, the fees and Expenses expenses of Indemnitee's counsel to defend such proceeding shall be subject to indemnification and/or advancement pursuant to the indemnification and advancement of Expenses provisions terms of this Agreement. Nothing herein shall prevent Indemnitee from employing counsel for any such Proceeding at Indemnitee's expense. View More
Assumption of Defense. In the event the Company shall be requested by Indemnitee is obligated under this Agreement to pay advance or bear any Expenses for any Proceeding against Indemnitee, the Expenses of any proceeding, the Company, if appropriate, Company shall be entitled to assume the defense of such proceeding, or to participate to the extent permissible in such proceeding, Proceeding, with counsel reasonably acceptable approved by Indemnitee, upon delivery to Indemnitee. Upon assumption Indemnitee of the defens...e written notice of its election to do so. After delivery of such notice, approval of such counsel by the Company Indemnitee and the retention of such counsel by the Company, the Company shall will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that Proceeding, unless (i) the employment of counsel by Indemnitee has been previously authorized by the Company, (ii) Indemnitee shall have the right to employ separate counsel in such proceeding at Indemnitee's sole cost and expense. Notwithstanding the foregoing, if Indemnitee's counsel delivers a reasonably concluded, based on written notice to the Company stating that such counsel has reasonably concluded advice of counsel, that there may be a conflict of interest of such counsel retained by the Company between the Company and Indemnitee in the conduct of any such defense defense, or (iii) the Company shall not, in fact, have employed ceases or terminates the employment of such counsel or otherwise actively pursued with respect to the defense of such proceeding within a reasonable time, then Proceeding, in any such event of which events the fees and Expenses expenses of Indemnitee's counsel to defend such proceeding shall be subject at the expense of the Company. At all times, Indemnitee shall have the right to the indemnification and advancement of Expenses provisions of this Agreement. employ counsel in any Proceeding at Indemnitee's expense. View More
Assumption of Defense. In the event the Company shall be requested by Indemnitee to pay the Expenses expenses of any proceeding, the Company, Company or its affiliates, if appropriate, shall be entitled to assume the defense of such proceeding, or to participate to the extent permissible in such proceeding, with counsel reasonably acceptable to Indemnitee. Upon assumption of the defense by the Company or its affiliates and the retention of such counsel by the Company, Company or its affiliates, the Company shall not b...e liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that Indemnitee shall have the right to employ separate counsel in such proceeding at Indemnitee's sole cost and expense. Notwithstanding the foregoing, if Indemnitee's counsel delivers a written notice to the Company stating that such counsel has reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or the Company shall not, in fact, have employed counsel or otherwise actively pursued the defense of such proceeding within a reasonable time, then in any such event the fees and Expenses expenses of Indemnitee's counsel to defend such proceeding shall be subject to the indemnification and advancement of Expenses expenses provisions of this Agreement. View More
Assumption of Defense. In the event the Company shall be requested by Indemnitee to pay the Expenses expenses of any proceeding, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, or to participate to the extent permissible in such proceeding, with counsel reasonably acceptable to Indemnitee. Upon assumption of the defense by the Company and the retention of such counsel by the Company, the Company shall not be liable to Indemnitee under this Agreement for any fees of counsel subs...equently incurred by Indemnitee with respect to the same proceeding, provided that Indemnitee shall have the right to employ separate counsel in such proceeding at Indemnitee's sole cost and expense. Notwithstanding the foregoing, if Indemnitee's counsel delivers a written notice to the Company stating that such counsel has reasonably concluded that there may be a is an actual or potential conflict of interest between the Company and Indemnitee in the conduct of any such defense or the Company shall not, in fact, have employed counsel or otherwise actively pursued the defense of such proceeding within a reasonable time, then in any such event the fees and Expenses expenses of Indemnitee's counsel to defend such proceeding shall be subject to the indemnification and advancement of Expenses expenses provisions of this Agreement. In the event the Company assumes the defense of such proceeding, as contemplated herein, the Company may not enter into a settlement of claims with respect to such proceeding as it relates to claims against Indemnitee without the prior consent of the Indemnitee, which shall not be unreasonably withheld. View More
Assumption of Defense. In the event the Company shall be requested by Indemnitee to pay the Expenses expenses of any proceeding, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, or to participate to the extent permissible in such proceeding, with counsel reasonably acceptable to Indemnitee. Upon assumption of the defense by the Company Company, and the retention of such counsel by the Company, the Company shall not be liable to Indemnitee under this Agreement for any fees of cou...nsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that Indemnitee shall have the right to employ separate counsel in such proceeding at Indemnitee's sole cost and expense. Notwithstanding the foregoing, if (i) Indemnitee's counsel delivers a written notice to the Company at any time stating that such counsel has reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or that the conduct of any such defense would be precluded under the applicable standards of professional conduct then prevailing, (ii) the Company shall not, in fact, have employed counsel or otherwise actively pursued the defense of such proceeding within a reasonable time, or fails to continue to retain such counsel to assume the defense of such proceeding, or (iii) the employment of counsel by Indemnitee has been authorized by the Company, then in any such event the fees and Expenses expenses of Indemnitee's counsel to defend such proceeding shall be the expense of the Company and subject to the indemnification and advancement of Expenses expenses provisions of this Agreement. View More
Assumption of Defense. In the event the Company shall be requested by Indemnitee to pay the Expenses expenses of any proceeding, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, or to participate to the extent permissible in such proceeding, with counsel reasonably acceptable to Indemnitee. Upon assumption of the defense by the Company and the retention of such counsel by the Company, the Company shall not be liable to (0 Indemnitee under this Agreement for any fees of counsel s...ubsequently incurred by Indemnitee with respect to the same proceeding, provided that Indemnitee shall have the right to employ separate counsel in such proceeding at Indemnitee's sole cost and expense. Notwithstanding the foregoing, if Indemnitee's counsel delivers a written notice to the Company stating that such counsel has reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or the Company shall not, in fact, have employed counsel or otherwise actively pursued the defense of such proceeding within a reasonable time, then in any such event the fees and Expenses expenses of Indemnitee's counsel to defend such proceeding shall be subject to the indemnification and advancement of Expenses expenses provisions of this Agreement. The Company shall not be entitled to assume the defense of any action, suit or proceeding brought by or on behalf of the Company or as to which Indemnitee shall have initiated in accordance with Section 10(b). View More
Assumption of Defense. In the event the Company shall be requested by Indemnitee to pay the Expenses of any proceeding, Proceeding, the Company, if appropriate, shall be entitled 9. to assume the defense of such proceeding, or to participate to the extent permissible in such proceeding, with counsel reasonably acceptable to Indemnitee. Upon assumption of the defense by the Company and the retention of such counsel by the Company, the Company shall not be liable to Indemnitee under this Agreement for any fees of counse...l subsequently incurred by Indemnitee with respect to the same proceeding, provided that Indemnitee shall have the right to employ separate counsel in such proceeding at Indemnitee's sole cost and expense. Notwithstanding the foregoing, if Indemnitee's counsel delivers a written notice to the Company stating that such counsel has reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or the Company shall not, in fact, have employed counsel or otherwise actively pursued the defense of such proceeding within a reasonable time, then in any such event the fees and Expenses expenses of Indemnitee's counsel to defend such proceeding shall be subject to the indemnification and advancement of Expenses expenses provisions of this Agreement. The Company shall not be entitled to assume the defense of any action, suit or proceeding brought by or on behalf of the Company or as to which Indemnitee shall have initiated in accordance with Section 10(b). View More
