No Duplication of Payments Clause Example with 15 Variations from Business Contracts

No Duplication of Payments. (a) The Company hereby acknowledges that Indemnitee has certain rights to indemnification, advancement of expenses and/or insurance provided by the Fund Indemnitors. The Company hereby agrees (i) that it is the indemnitor of first resort (i.e., its obligations to -6- Indemnitee are primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary), (ii) that it shall be required to advanc...e the full amount of expenses incurred by Indemnitee and shall be liable for the full amount of all Expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and as required by the terms of this Agreement and the Certificate or Bylaws (or any other agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Fund Indemnitors, and (iii) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Fund Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Company. The Company and Indemnitee agree that the Fund Indemnitors are express third party beneficiaries of the terms of this Section 4(a). (b) Except as provided in Section 4(a) above, the Company shall not be liable under this Agreement to make any payment to in connection with any Claim made against Indemnitee in respect of any Indemnifiable Losses to the extent Indemnitee has otherwise already actually received payment (net of Expenses incurred in connection therewith) under (under any insurance policy, the Constituent Documents and Other Indemnity Provisions Certificate, Bylaws or otherwise (including from any entity or enterprise referred to in clause (i) otherwise) of the definition of "Indemnifiable Claim" in Section 1(f)) in respect of such Indemnifiable Losses amounts otherwise indemnifiable hereunder. 9 15. Defense of Claims. Subject to the provisions of applicable policies of directors' and officers' liability insurance, if any, the Company shall be entitled to participate in the defense of any Indemnifiable Claim or to assume or lead the defense thereof with counsel reasonably satisfactory to the Indemnitee; provided that if Indemnitee determines, after consultation with counsel selected by Indemnitee, that (a) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (b) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall 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, (c) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, or (d) Indemnitee has interests in the claim or underlying subject matter that are different from or in addition to those of other Persons against whom the Claim has been made or might reasonably be expected to be made, then Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Indemnifiable Claim for all indemnitees in Indemnitee's circumstances) at the Company's expense. The Company shall not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Indemnifiable Claim effected without the Company's prior written consent. The Company shall not, without the prior written consent of the Indemnitee, effect any settlement of any threatened or pending Indemnifiable Claim 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 Indemnifiable Claim. Neither the Company nor Indemnitee shall unreasonably withhold its consent to any proposed settlement; provided that Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of Indemnitee. View More

No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment to Indemnitee in respect of any Indemnifiable Losses to the extent Indemnitee has otherwise already actually received payment (net of Expenses incurred in connection therewith) under any insurance policy, the Constituent Documents and Documents, Other Indemnity Provisions or otherwise of the amounts otherwise (including from another Enterprise) indemnifiable by the Company hereunder; provided that the foregoing shall not af...fect the rights of Indemnitee or the Fund Indemnitors (as defined below) as set forth in Section 17. -11- 17. Primacy of Indemnification. The Company hereby acknowledges that Indemnitee has or may have in the future certain rights to indemnification, advancement of expenses and/or insurance provided by Investment Group of Santa Barbara and certain of its affiliates (collectively, the "Fund Indemnitors"). The Company hereby agrees (i) that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any entity or enterprise referred to in clause (i) obligation of the definition Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary), (ii) that it shall be required to advance the full amount of "Indemnifiable Claim" in Section 1(f)) expenses incurred by Indemnitee and (iii) that it shall be liable for the full amount of all Losses to the extent legally permitted and as required by the terms of this Agreement, the Constituent Documents and/or Other Indemnity Provisions, without regard to any rights Indemnitee may have against the Fund Indemnitors. The Company irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Fund Indemnitors on behalf of such Indemnifiable Losses otherwise indemnifiable hereunder. 9 15. Defense of Claims. Subject Indemnitee with respect to the provisions of applicable policies of directors' and officers' liability insurance, if any, any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing, and the Fund Indemnitors shall have a right of contribution and/or be entitled to participate in the defense of any Indemnifiable Claim or to assume or lead the defense thereof with counsel reasonably satisfactory subrogated to the Indemnitee; provided that if extent of such advancement or payment to all of the rights of recovery of Indemnitee determines, after consultation with counsel selected by Indemnitee, that (a) against the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (b) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company. The Company and Indemnitee and Indemnitee shall conclude agree that there may be one or more legal defenses available to him or her that the Fund Indemnitors are different from or in addition to those available to the Company, (c) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, or (d) Indemnitee has interests in the claim or underlying subject matter that are different from or in addition to those of other Persons against whom the Claim has been made or might reasonably be expected to be made, then Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Indemnifiable Claim for all indemnitees in Indemnitee's circumstances) at the Company's expense. The Company shall not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Indemnifiable Claim effected without the Company's prior written consent. The Company shall not, without the prior written consent express third party beneficiaries of the Indemnitee, effect any settlement terms of any threatened or pending Indemnifiable Claim 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 Indemnifiable Claim. Neither the Company nor Indemnitee shall unreasonably withhold its consent to any proposed settlement; provided that Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of Indemnitee. this Section 17. View More

No Duplication of Payments. (a) The Company shall not be liable under this Agreement to make any payment to Indemnitee in respect of any Indemnifiable Losses to the extent Indemnitee has otherwise already actually received payment (net of Expenses incurred in connection therewith) under any insurance policy, the Constituent Documents and Other Indemnity Provisions or otherwise (including from any entity or enterprise referred to in clause (i) of the definition of "Indemnifiable Claim" in Section 1(f)) l(f)) in respect of s...uch Indemnifiable Losses otherwise indemnifiable hereunder. 9 15. Defense of Claims. Subject (b) Notwithstanding anything to the provisions of applicable policies of directors' and officers' liability insurance, if any, contrary contained in Section 14(a) above, the Company shall be entitled hereby acknowledges that Indemnitee may have certain rights to participate in the defense indemnification, advancement of any Indemnifiable Claim or to assume or lead the defense thereof with counsel reasonably satisfactory to the Indemnitee; expenses and/or insurance provided that if Indemnitee determines, after consultation with counsel selected by Indemnitee, that (a) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (b) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available venture capital funds, the general partners, managing members or other control persons and/or any affiliated management companies of such venture capital funds, and certain of its or their affiliates (collectively, the "Fund Indemnitors"). The Company hereby agrees that in connection with any Indemnifiable Claim, (i) it is the indemnitor of first resort (i.e., its obligations to him Indemnitee are primary and any obligation of the Fund Indemnitors to advance expenses or her that to provide indemnification for the same expenses or liabilities incurred by Indemnitee are different from or in addition to those available to the Company, (c) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, or (d) Indemnitee has interests in the claim or underlying subject matter that are different from or in addition to those of other Persons against whom the Claim has been made or might reasonably be expected to be made, then Indemnitee secondary), (ii) it shall be entitled required to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect advance the full amount of any particular Indemnifiable Claim for all indemnitees in Indemnitee's circumstances) at the Company's expense. The Company expenses incurred by Indemnitee and shall not be liable to Indemnitee under this Agreement for any the full amount of all Expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and as required by the terms of this Agreement and the Company's Constituent Documents (or any other agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Fund Indemnitors, and, (iii) it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any threatened or pending Indemnifiable Claim effected without the Company's prior written consent. kind in respect thereof. The Company further agrees that no advancement or payment by the Fund Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall not, without affect the prior written consent foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the Indemnitee, effect any settlement rights of any threatened or pending Indemnifiable Claim which recovery of Indemnitee against the Company. The Company and Indemnitee is or could have been a agree that the Fund Indemnitors are express third party unless such settlement solely involves the payment of money and includes a complete and unconditional release beneficiaries of the Indemnitee from all liability on any claims that are the subject matter terms of such Indemnifiable Claim. Neither the Company nor Indemnitee shall unreasonably withhold its consent to any proposed settlement; provided that Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of Indemnitee. this Section l 4(b). View More

No Duplication of Payments. (a) The Company shall not be liable under this Agreement to make any payment to Indemnitee in respect of any Indemnifiable Losses to the extent Indemnitee has otherwise already actually received payment (net of Expenses incurred in connection therewith) under any insurance policy, the Constituent Documents and Other Indemnity Provisions or otherwise (including from any entity or enterprise referred to in clause (i) of the definition of "Indemnifiable Claim" in Section 1(f)) in respect of such In...demnifiable Losses otherwise indemnifiable hereunder. 9 15. Defense of Claims. Subject 6 (b) Notwithstanding anything to the provisions of applicable policies of directors' and officers' liability insurance, if any, contrary contained in Section 14(a) above, the Company shall be entitled hereby acknowledges that Indemnitee may have certain rights to participate in the defense indemnification, advancement of any Indemnifiable Claim or to assume or lead the defense thereof with counsel reasonably satisfactory to the Indemnitee; expenses, and/or insurance provided that if Indemnitee determines, after consultation with counsel selected by Indemnitee, that (a) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (b) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available venture capital funds, the general partners, managing members, or other control persons and/or any affiliated management companies of such venture capital funds, and certain of its or their affiliates (collectively, the "Fund Indemnitors"). The Company hereby agrees that in connection with any Indemnifiable Claim, (i) it is the indemnitor of first resort (i.e., its obligations to him Indemnitee are primary and any obligation of the Fund Indemnitors to advance expenses or her that to provide indemnification for the same expenses or liabilities incurred by Indemnitee are different from or in addition to those available to the Company, (c) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, or (d) Indemnitee has interests in the claim or underlying subject matter that are different from or in addition to those of other Persons against whom the Claim has been made or might reasonably be expected to be made, then Indemnitee secondary), (ii) it shall be entitled required to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect advance the full amount of any particular Indemnifiable Claim for all indemnitees in Indemnitee's circumstances) at the Company's expense. The Company expenses incurred by Indemnitee and shall not be liable to Indemnitee under this Agreement for any the full amount of all Expenses, judgments, penalties, fines, and amounts paid in settlement to the extent legally permitted and as required by the terms of this Agreement and the Company's Constituent Documents (or any other agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Fund Indemnitors, and, (iii) it irrevocably waives, relinquishes, and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any threatened or pending Indemnifiable Claim effected without the Company's prior written consent. kind in respect thereof. The Company further agrees that no advancement or payment by the Fund Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall not, without affect the prior written consent foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the Indemnitee, effect any settlement rights of any threatened or pending Indemnifiable Claim which recovery of Indemnitee against the Company. The Company and Indemnitee is or could have been a agree that the Fund Indemnitors are express third party unless such settlement solely involves the payment of money and includes a complete and unconditional release beneficiaries of the Indemnitee from all liability on any claims that are the subject matter terms of such Indemnifiable Claim. Neither the Company nor Indemnitee shall unreasonably withhold its consent to any proposed settlement; provided that Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of Indemnitee. this Section 14(b). View More

No Duplication of Payments. The Company shall will not be liable under this Agreement to make any payment to in connection with any claim made against Indemnitee in respect of any Indemnifiable Losses to the extent Indemnitee has otherwise already actually received payment (net of Expenses incurred in connection therewith) under any insurance policy, the Constituent Documents and Other Indemnity Provisions bylaw, agreement, vote of shareholders or otherwise (including from any entity disinterested directors or enterprise r...eferred to in clause (i) otherwise, of the definition of "Indemnifiable Claim" in Section 1(f)) in respect of such Indemnifiable Losses amounts otherwise indemnifiable hereunder. 9 15. 5 14. Defense of Claims. Subject to the provisions of applicable policies of directors' and officers' liability insurance, if any, the Proceedings. The Company shall will be entitled to participate in the defense of any Indemnifiable Claim Proceeding or to assume or lead the defense thereof thereof, with counsel reasonably satisfactory to the Indemnitee; Indemnitee, provided that if Indemnitee determines, after consultation with counsel selected by Indemnitee, in the event that (a) (i) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (b) (ii) the named parties in any such Indemnifiable Claim Proceeding (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall 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, (c) or (iii) any such representation by such counsel the Company would be precluded under the applicable standards of professional conduct then prevailing, or (d) Indemnitee has interests in the claim or underlying subject matter that are different from or in addition to those of other Persons against whom the Claim has been made or might reasonably be expected to be made, then Indemnitee shall will be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Indemnifiable Claim for all indemnitees in Indemnitee's circumstances) Proceeding) at the Company's expense. The Company shall not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Indemnifiable Claim effected without the Company's prior written consent. The Company shall will not, without the prior written consent of the Indemnitee, effect any settlement of any threatened or pending Indemnifiable Claim Proceeding in which the Indemnitee is or could have been a party unless such settlement solely involves the payment of money and includes a complete and an unconditional release of the Indemnitee from all liability on any claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor Indemnitee shall unreasonably withhold its consent to any proposed settlement; provided that Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of Indemnitee. Proceeding. View More

No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment to Indemnitee in respect of connection with any Indemnifiable Losses Claim to the extent the Indemnitee has otherwise already actually received and retained payment (net of Expenses incurred in connection therewith) under (under any insurance policy, the Constituent Documents and Other Indemnity Provisions or otherwise (including from any entity or enterprise referred to in clause (i) provision of the definition Certificate... of "Indemnifiable Claim" in Section 1(f)) in respect Incorporation or otherwise) of such Indemnifiable Losses the amounts otherwise indemnifiable hereunder. 9 8 15. Defense of Claims. Subject to the provisions of applicable policies of directors' and officers' liability insurance, if any, the The Company shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Claim Event or to assume or lead the defense thereof thereof, with counsel reasonably satisfactory to the Indemnitee; provided that if the Indemnitee determines, believes, after consultation with counsel selected by the Indemnitee, that (a) (i) the use of counsel chosen by the Company to represent the Indemnitee would present such counsel with an actual or potential conflict, (b) conflict of interest, (ii) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company or any subsidiary of the Company and the Indemnitee, and the Indemnitee and Indemnitee shall conclude concludes 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 or such subsidiary of the Company, (c) or (iii) any such representation by such counsel would be precluded under the applicable standards of professional conduct conduct, then prevailing, or (d) Indemnitee has interests in the claim or underlying subject matter that are different from or in addition to those of other Persons against whom the Claim has been made or might reasonably be expected to be made, then Indemnitee shall be entitled to retain separate counsel (but not more than one separate law firm plus, if applicable, separate local counsel in respect of any particular Indemnifiable Claim for all indemnitees in Indemnitee's circumstances) Claim) at the Company's expense. The Company shall not be liable to the Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Claim relating to an Indemnifiable Claim Event effected without the Company's prior written consent. The Company shall not, without the prior written consent of the Indemnitee, effect any settlement of any threatened or pending Claim relating to an Indemnifiable Claim Event to 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 all claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor the Indemnitee shall unreasonably withhold withhold, condition or delay its or his or her consent to any proposed settlement; provided that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of Indemnitee. the Indemnitee or that admits misconduct by the Indemnitee or materially limits the Indemnitee's future activities. In no event shall the Indemnitee be required to waive, prejudice or limit attorney-client privilege or work-product protection or other applicable privilege or protection. View More

No Duplication of Payments. The Subject to Section 12 hereof, the Company shall not be liable under this Agreement to make any payment to in connection with any Claim made against the Indemnitee in respect of any Indemnifiable Losses to the extent the Indemnitee has otherwise already actually received payment (net of Expenses incurred in connection therewith) under (under any insurance policy, the Constituent Documents and Other Indemnity Provisions or otherwise (including from any entity or enterprise referred to in claus...e (i) provision of the definition Company's Articles of "Indemnifiable Claim" in Section 1(f)) in respect Incorporation and Bylaws, or otherwise) of such Indemnifiable Losses the amounts otherwise indemnifiable hereunder. 9 15. -8- 14. Defense of Claims. Subject to the provisions of applicable policies of directors' and officers' liability insurance, if any, the The Company shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Claim Event or to assume or lead the defense thereof thereof, with counsel reasonably satisfactory to the Indemnitee; provided that if the Indemnitee determines, reasonably believes, after consultation with counsel selected by the Indemnitee, that (a) (i) the use of counsel chosen by the Company to represent the Indemnitee would present such counsel with an actual or potential conflict, (b) conflict of interest, (ii) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both (A) the Company or any subsidiary of the Company and (B) the Indemnitee, and the Indemnitee and Indemnitee shall conclude concludes 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, (c) Company or any subsidiary of the Company or (iii) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, or (d) Indemnitee has interests in then the claim or underlying subject matter that are different from or in addition to those of other Persons against whom the Claim has been made or might reasonably be expected to be made, then Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Indemnifiable Claim for all indemnitees in Indemnitee's circumstances) Claim) at the Company's expense. The Company shall not be liable to the Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Claim relating to an Indemnifiable Claim Event effected without the Company's prior written consent. The Company shall not, without the prior written consent of the Indemnitee, effect any settlement of any threatened or pending Claim relating to an Indemnifiable Claim Event 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 all claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor the Indemnitee shall unreasonably withhold its or his consent to any proposed settlement; provided that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee. To the fullest extent permitted by California law, the Company's assumption of the defense of a Claim pursuant to this Section 14 will constitute an irrevocable acknowledgement by the Company that any Indemnifiable Expenses incurred by or for the account of Indemnitee incurred in connection therewith are indemnifiable by the Company under Section 2 of this Agreement. View More

No Duplication of Payments. The Subject to Section 13 hereof, the Company shall not be liable under this Agreement to make any payment to in connection with any Claim made against the Indemnitee in respect of any Indemnifiable Losses to the extent the Indemnitee has otherwise already actually received payment (net of Expenses incurred in connection therewith) under (under any insurance policy, the Constituent Documents and Other Indemnity Provisions or otherwise (including from any entity or enterprise referred to in claus...e (i) provision of the definition Charter and the By-Laws, or otherwise) of "Indemnifiable Claim" in Section 1(f)) in respect of such Indemnifiable Losses the amounts otherwise indemnifiable hereunder. 9 -11- 15. Defense of Claims. Subject to the provisions of applicable policies of directors' and officers' liability insurance, if any, the The Company shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Claim Event or to assume or lead the defense thereof thereof, with counsel reasonably satisfactory to the Indemnitee; provided that if the Indemnitee determines, reasonably believes, after consultation with counsel selected by the Indemnitee, that (a) (i) the use of counsel chosen by the Company to represent the Indemnitee would present such counsel with an actual or potential conflict, (b) conflict of interest, (ii) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both (A) the Company or any subsidiary of the Company and (B) the Indemnitee, and the Indemnitee and Indemnitee shall conclude concludes 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 or any subsidiary of the Company, (c) or (iii) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, or (d) Indemnitee has interests in then the claim or underlying subject matter that are different from or in addition to those of other Persons against whom the Claim has been made or might reasonably be expected to be made, then Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Indemnifiable Claim for all indemnitees in Indemnitee's circumstances) Claim) at the Company's expense. The Company shall not be liable to the Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Claim relating to an Indemnifiable Claim Event effected without the Company's prior written consent. The Company shall not, without the prior written consent of the Indemnitee, effect any settlement of any threatened or pending Claim relating to an Indemnifiable Claim Event 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 all claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor the Indemnitee shall unreasonably withhold its or his or her consent to any proposed settlement; provided that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee. To the fullest extent permitted by Delaware law, the Company's assumption of the defense of a Claim pursuant to this Section 15 will constitute an irrevocable acknowledgment by the Company that any Indemnifiable Expenses incurred by or for the account of the Indemnitee incurred in connection therewith are indemnifiable by the Company under Section 2 of this Agreement. View More

No Duplication of Payments. The Subject to Section 14 hereof, the Company shall not be liable under this Agreement to make any payment to in connection with any Claim made against Indemnitee in respect of any Indemnifiable Losses to the extent Indemnitee payment has otherwise already actually received payment (net been made to or on behalf of Expenses incurred in connection therewith) under Indemnitee (under any insurance policy, the Constituent Documents and Other Indemnity Provisions or otherwise (including from any enti...ty or enterprise referred to in clause (i) provision of the definition Company's Certificate of "Indemnifiable Claim" in Section 1(f)) in respect Incorporation or the Bylaws or otherwise) of such Indemnifiable Losses the amounts otherwise indemnifiable hereunder. 9 15. 10 16. Defense of Claims. Subject to the provisions of applicable policies of directors' and officers' liability insurance, if any, the The Company shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Claim Event or to assume or lead the defense thereof thereof, with counsel reasonably satisfactory to the Indemnitee; provided that if Indemnitee determines, believes, after consultation with counsel selected by Indemnitee, that (a) (i) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (b) conflict of interest, (ii) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company Company, or any subsidiary of the Company, and Indemnitee and Indemnitee shall conclude concludes 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 or any subsidiary of the Company, (c) or (iii) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, or (d) Indemnitee has interests in the claim or underlying subject matter that are different from or in addition to those of other Persons against whom the Claim has been made or might reasonably be expected to be made, then Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Indemnifiable Claim for all indemnitees in Indemnitee's circumstances) Claim) at the Company's expense. The Company shall not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Claim relating to an Indemnifiable Claim Event effected without the Company's prior written consent. The Company shall not, without the prior written consent of the Indemnitee, effect any settlement of any threatened or pending Claim relating to an Indemnifiable Claim Event 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 all claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor Indemnitee shall unreasonably withhold withhold, condition or delay its or his or her consent to any proposed settlement; provided that Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of Indemnitee. In no event shall Indemnitee be required to waive, prejudice or limit attorney-client privilege or work-product protection or other applicable privilege or protection. View More

No Duplication of Payments. The Subject to Section 14 hereof, the Company shall not be liable under this Agreement to make any payment to in connection with any Claim made against Indemnitee in respect of any Indemnifiable Losses to the extent Indemnitee has otherwise already actually received payment (net of Expenses incurred in connection therewith) under (under any insurance policy, the Constituent Documents and Other Indemnity Provisions or otherwise (including from any entity or enterprise referred to in clause (i) pr...ovision of the definition Organizational Documents or otherwise) of "Indemnifiable Claim" in Section 1(f)) in respect of such Indemnifiable Losses the amounts otherwise indemnifiable hereunder. 9 15. 16. Defense of Claims. Subject to the provisions of applicable policies of directors' and officers' liability insurance, if any, the The Company shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Claim Event or to assume or lead the defense thereof thereof, with counsel reasonably satisfactory to the Indemnitee; provided that if Indemnitee determines, believes, after consultation with counsel selected by Indemnitee, that (a) (i) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (b) conflict of interest, (ii) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company Company, or any subsidiary of the Company, and Indemnitee and Indemnitee shall conclude concludes 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 or any subsidiary of the Company, (c) or (iii) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, or (d) Indemnitee has interests in the claim or underlying subject matter that are different from or in addition to those of other Persons against whom the Claim has been made or might reasonably be expected to be made, then Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Indemnifiable Claim for all indemnitees in Indemnitee's circumstances) Claim) at the Company's expense. The Company shall not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Claim relating to an Indemnifiable Claim Event effected without the Company's prior written consent. The Company shall not, without the prior written consent of the Indemnitee, effect any settlement of any threatened or pending Claim relating to an Indemnifiable Claim Event 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 all claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor Indemnitee shall unreasonably withhold withhold, condition or delay its or his or her consent to any proposed settlement; provided that Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of Indemnitee. In no event shall Indemnitee be required to waive, prejudice or limit attorney-client privilege or work-product protection or other applicable privilege or protection. View More