Notification and Defense of Claims Clause Example with 108 Variations from Business Contracts
This page contains Notification and Defense of Claims 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.
Notification and Defense of Claims. (a) Notice. Promptly after receipt by Indemnitee of notice of the commencement of any Claim, Indemnitee shall, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company (addressed to the Chief Executive Officer) of the commencement thereof; but the omission so to notify the Company will only relieve the Company of the obligations that it has to Indemnitee under this Agreement (i) if, and to the extent that, the Company has been materially prejudiced... by Indemnitee's failure to so notify the Company, and (ii) as provided in Section 4(c). Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within Indemnitee's power. (b) Defense. With respect to any Claim as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Claim at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Claim, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal counsel in such Claim, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee's expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company; (ii) Indemnitee has reasonably determined that there may be an actual or potential conflict of interest between Indemnitee and the Company in the defense of the Claim; (iii) the named parties in any such Claim (including any impleaded parties) include the Company or any Subsidiary of the Company, on the one hand, and Indemnitee, on the other hand, and Indemnitee concludes, after consultation with counsel, 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; (iv) after a Change of Control, the employment of counsel by Indemnitee has been approved by the Special Counsel; (v) Indemnitee may be subject to criminal liability or that injunctive relief may be available or (vi) the Company shall not in fact have employed counsel to assume the defense of such Claim, in each of which cases all Expenses of the Claim shall be borne by the Company. The Company shall not be entitled, without the consent of Indemnitee, to assume the defense of any Claim brought by or on behalf of the Company, or as to which Indemnitee shall have made the determination provided for in (ii) and (iii) above or under the circumstances provided for in (iv), (v) and (vi) above. 6 (c) Settlement of Claims. The Company shall not be liable to indemnify Indemnitee under this Agreement or otherwise for any amounts paid in settlement of any Claim effected without the Company's written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that if a Change of Control has occurred, the Company shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Special Counsel has approved the settlement. The Company shall not settle any Claim in any manner that would impose any penalty or limitation on Indemnitee without Indemnitee's written consent.View More
Variations of a "Notification and Defense of Claims" Clause from Business Contracts
Notification and Defense of Claims. (a) Notice. Promptly To obtain indemnification under this Agreement, Agent shall submit to the Corporation a written request therefor. As soon as practicable, and in any event, not later than thirty (30) days after receipt Agent becomes aware, by Indemnitee of notice of the commencement written or other overt communication, of any Claim, Indemnitee shall, pending or threatened litigation, claim or assessment, Agent will, if a claim in respect thereof is to be made against the Company Corporation... under this Agreement, notify the Company (addressed to the Chief Executive Officer) Corporation of the commencement thereof; such pending or threatened litigation, claim or assessment, but the omission so to notify the Company Corporation will only not relieve the Company of the obligations that it has from any liability which it may have to Indemnitee Agent otherwise than under this Agreement (i) if, and to any delay in so notifying the extent that, the Company has been materially prejudiced Corporation shall not constitute a waiver by Indemnitee's failure to so notify the Company, and (ii) as provided in Section 4(c). Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within Indemnitee's power. (b) Defense. Agent of any rights under this Agreement. With respect to any Claim such pending or threatened litigation, claim or assessment as to which Indemnitee Agent notifies the Company Corporation of the commencement thereof, thereof: (a) the Company Corporation will be entitled to participate in the Claim therein at its own expense and expense; (b) except as otherwise provided below, the Corporation may, at its option and jointly with any other indemnifying party similarly notified and electing to the extent the Company so wishes, it may assume such defense, assume the defense thereof thereof, with counsel reasonably satisfactory to Indemnitee. Agent. After notice from the Company Corporation to Indemnitee Agent of its election to assume the defense of any Claim, thereof, the Company shall Corporation will not be liable to Indemnitee Agent under this Agreement or otherwise for any Expenses legal or other expenses subsequently incurred by Indemnitee Agent in connection with the defense of such Claim other than thereof except for reasonable costs of investigation or otherwise as otherwise provided below. Indemnitee Agent shall have the right to employ legal separate counsel in such Claim, Proceeding but all Expenses related thereto the fees and expenses of such counsel incurred after notice from the Company Corporation of its assumption of the defense thereof shall be at Indemnitee's the expense unless: of Agent unless (i) the employment of legal counsel by Indemnitee Agent has been authorized by the Company; Corporation, (ii) Indemnitee has Agent shall have reasonably determined concluded, and so notified the Corporation, that there may be an actual or potential a conflict of interest between Indemnitee the Corporation and Agent in the Company in conduct of the defense of the Claim; such action, or (iii) the named parties in any such Claim (including any impleaded parties) include the Company or any Subsidiary of the Company, on the one hand, and Indemnitee, on the other hand, and Indemnitee concludes, after consultation with counsel, 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; (iv) after a Change of Control, the employment of counsel by Indemnitee has been approved by the Special Counsel; (v) Indemnitee may be subject to criminal liability or that injunctive relief may be available or (vi) the Company Corporation shall not in fact have employed counsel to assume the defense of Agent in connection with such Claim, action, in each any of which such cases all Expenses the fees and expenses of Agent's separate counsel shall be at the expense of the Claim shall be borne by the Company. Corporation. The Company Corporation shall not be entitled, without the consent of Indemnitee, entitled to assume the defense of any Claim Proceeding brought by or on behalf of the Company, Corporation or as to which Indemnitee Agent shall have made the determination conclusion provided for in clause (ii) above; and (iii) above or under (c) the circumstances provided for in (iv), (v) and (vi) above. 6 (c) Settlement of Claims. The Company Corporation shall not be liable to indemnify Indemnitee Agent under this Agreement or otherwise for any amounts paid in settlement of any Claim action or claim effected without the Company's its written consent, such which consent shall not to be unreasonably withheld, conditioned or delayed; provided, however, that if a Change of Control has occurred, the Company shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Special Counsel has approved the settlement. delayed. The Company Corporation shall not settle enter into any Claim settlement in connection with a Proceeding in any manner that which would impose any penalty Expenses, penalties (whether civil or criminal) or limitation on Indemnitee Agent without Indemnitee's Agent's written consent. consent, which may be given or withheld in Agent's sole discretion. 3 7. Expenses. The Corporation shall advance, to the extent not prohibited by law, all Expenses actually and reasonably incurred by Agent in connection with any Proceeding promptly following request therefor, but in any event no later than twenty (20) days after the receipt by the Corporation of a written statement or statements requesting such advances (which shall include invoices received by Agent in connection with such Expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditure made that would cause Agent to waive any privilege accorded by applicable law shall not be included with the invoice) from time to time, whether prior to or after the final disposition of any Proceeding. The right to advancement described in this Section 7 is vested. Advances shall be unsecured and interest free. Advances shall be made without regard to Agent's ability to repay the expenses and without regard to Agent's ultimate entitlement to indemnification under the other provisions of this Agreement. The execution and delivery to the Corporation of this Agreement shall constitute an undertaking by Agent to the fullest extent required by law to repay all advances if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final, non-appealable judgment that Agent is not entitled to be indemnified by the Corporation, and Agent shall qualify for advances immediately upon such execution and delivery. The right to advances under this Section 7 shall in all events continue until final disposition of any Proceeding, including any appeal therein. View More
Notification and Defense of Claims. (a) Notice. Promptly As soon as practicable, and in any event, not later than thirty (30) days after receipt Agent becomes aware, by Indemnitee of notice of the commencement written or other overt communication, of any Claim, Indemnitee shall, pending or threatened litigation, claim or assessment, Agent will, if a claim in respect thereof is to be made against the Company Corporation under this Agreement, notify the Company (addressed to the Chief Executive Officer) Corporation of the commenceme...nt thereof; such pending or threatened litigation, claim or assessment; but the omission so to notify the Company Corporation will only not relieve the Company of the obligations that it has from any liability which it may have to Indemnitee Agent otherwise than under this Agreement (i) if, and to the extent that, the Company has been materially prejudiced by Indemnitee's failure to so notify the Company, and (ii) as provided in Section 4(c). Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within Indemnitee's power. (b) Defense. Agreement. With respect to any Claim such pending or threatened litigation, claim or assessment as to which Indemnitee Agent notifies the Company Corporation of the commencement thereof, thereof: (a) the Company Corporation will be entitled to participate in the Claim therein at its own expense and expense; (b) except as otherwise provided below, the Corporation may, at its option and jointly with any other indemnifying party similarly notified and electing to the extent the Company so wishes, it may assume such defense, assume the defense thereof thereof, with counsel reasonably satisfactory to Indemnitee. Agent. After notice from the Company Corporation to Indemnitee Agent of its election to assume the defense of any Claim, thereof, the Company shall Corporation will not be liable to Indemnitee Agent under this Agreement or otherwise for any Expenses legal or other expenses subsequently incurred by Indemnitee Agent in connection with the defense of such Claim other than thereof except for reasonable costs of investigation or otherwise as otherwise provided below. Indemnitee Agent shall have the right to employ legal separate counsel in such Claim, action, suit or proceeding but all Expenses related thereto the fees and expenses of such counsel incurred after notice from the Company Corporation of its assumption of the defense thereof shall be at Indemnitee's the expense unless: of Agent unless (i) the employment of legal counsel by Indemnitee Agent has been authorized by the Company; Corporation, (ii) Indemnitee has Agent shall have reasonably determined concluded, and so notified the Corporation, that there may be is an actual or potential conflict of interest between Indemnitee the Corporation and Agent in the Company in conduct of the defense of the Claim; such action, or (iii) the named parties in any such Claim (including any impleaded parties) include the Company or any Subsidiary of the Company, on the one hand, and Indemnitee, on the other hand, and Indemnitee concludes, after consultation with counsel, 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; (iv) after a Change of Control, the employment of counsel by Indemnitee has been approved by the Special Counsel; (v) Indemnitee may be subject to criminal liability or that injunctive relief may be available or (vi) the Company Corporation shall not in fact have employed counsel to assume the defense of Agent in connection with such Claim, action, in each any 3 of which such cases all Expenses the fees and expenses of Agent's separate counsel shall be at the expense of the Claim shall be borne by the Company. Corporation. The Company Corporation shall not be entitled, without the consent of Indemnitee, entitled to assume the defense of any Claim action, suit or proceeding brought by or on behalf of the Company, Corporation or as to which Indemnitee Agent shall have made the determination conclusion provided for in clause (ii) above; and (iii) above or under (c) the circumstances provided for in (iv), (v) and (vi) above. 6 (c) Settlement of Claims. The Company Corporation shall not be liable to indemnify Indemnitee Agent under this Agreement or otherwise for any amounts paid in settlement of any Claim action or claim effected without the Company's its written consent, such consent which shall not to be unreasonably withheld, conditioned withheld or delayed; provided, however, that if a Change of Control has occurred, the Company delayed. The Corporation shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Special Counsel has approved the settlement. The Company permitted to settle any action or claim except that it shall not settle any Claim action or claim in any manner that which would impose any penalty or limitation on Indemnitee Agent without Indemnitee's Agent's written consent. consent, which may be given or withheld in Agent's sole discretion. View More
Notification and Defense of Claims. (a) Notice. Promptly To obtain indemnification under this Agreement, Agent shall submit to the Corporation a written request therefor. As soon as practicable, and in any event, not later than thirty (30) days after receipt Agent becomes aware, by Indemnitee of notice of the commencement written or other overt communication, of any Claim, Indemnitee shall, pending or threatened litigation, claim or assessment, Agent will, if a claim in respect thereof is to be made against the Company Corporation... under this Agreement, notify the Company (addressed to the Chief Executive Officer) Corporation of the commencement thereof; such pending or threatened litigation, claim or assessment; but the omission so to notify the Company Corporation will only not relieve the Company of the obligations that it has from any liability which it may have to Indemnitee Agent otherwise than under this Agreement (i) if, and to any delay in so notifying the extent that, the Company has been materially prejudiced Corporation shall not constitute a waiver by Indemnitee's failure to so notify the Company, and (ii) as provided in Section 4(c). Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within Indemnitee's power. (b) Defense. Agent of any rights under this Agreement. With 4 respect to any Claim such pending or threatened litigation, claim or assessment as to which Indemnitee Agent notifies the Company Corporation of the commencement thereof, thereof: (a) the Company Corporation will be entitled to participate in the Claim therein at its own expense and expense; (b) except as otherwise provided below, the Corporation may, at its option and jointly with any other indemnifying party similarly notified and electing to the extent the Company so wishes, it may assume such defense, assume the defense thereof thereof, with counsel reasonably satisfactory to Indemnitee. Agent. After notice from the Company Corporation to Indemnitee Agent of its election to assume the defense of any Claim, thereof, the Company shall Corporation will not be liable to Indemnitee Agent under this Agreement or otherwise for any Expenses legal or other expenses subsequently incurred by Indemnitee Agent in connection with the defense of such Claim other than thereof except for reasonable costs of investigation or otherwise as otherwise provided below. Indemnitee Agent shall have the right to employ legal separate counsel in such Claim, Proceeding but all Expenses related thereto the fees and expenses of such counsel incurred after notice from the Company Corporation of its assumption of the defense thereof shall be at Indemnitee's the expense unless: of Agent unless (i) the employment of legal counsel by Indemnitee Agent has been authorized by the Company; Corporation, (ii) Indemnitee has Agent shall have reasonably determined concluded, and so notified the Corporation, that there may be an actual or potential a conflict of interest between Indemnitee the Corporation and Agent in the Company in conduct of the defense of the Claim; such action, or (iii) the named parties in any such Claim (including any impleaded parties) include the Company or any Subsidiary of the Company, on the one hand, and Indemnitee, on the other hand, and Indemnitee concludes, after consultation with counsel, 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; (iv) after a Change of Control, the employment of counsel by Indemnitee has been approved by the Special Counsel; (v) Indemnitee may be subject to criminal liability or that injunctive relief may be available or (vi) the Company Corporation shall not in fact have employed counsel to assume the defense of Agent in connection with such Claim, action, in each any of which such cases all Expenses the fees and expenses of Agent's separate counsel shall be at the expense of the Claim shall be borne by the Company. Corporation. The Company Corporation shall not be entitled, without the consent of Indemnitee, entitled to assume the defense of any Claim Proceeding brought by or on behalf of the Company, Corporation or as to which Indemnitee Agent shall have made the determination conclusion provided for in clause (ii) above; and (iii) above or under (c) the circumstances provided for in (iv), (v) and (vi) above. 6 (c) Settlement of Claims. The Company Corporation shall not be liable to indemnify Indemnitee Agent under this Agreement or otherwise for any amounts paid in settlement of any Claim action or claim effected without the Company's its written consent, such which consent shall not to be unreasonably withheld, conditioned or delayed; provided, however, that if a Change of Control has occurred, the Company shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Special Counsel has approved the settlement. delayed. The Company Corporation shall not settle enter into any Claim settlement in connection with a Proceeding in any manner that which would impose any penalty Expenses, penalties (whether civil or criminal) or limitation on Indemnitee Agent without Indemnitee's Agent's written consent. consent, which may be given or withheld in Agent's sole discretion. View More
Notification and Defense of Claims. (a) Notice. Promptly Not later than thirty (30) days after receipt by Indemnitee Agent of notice of the commencement of any Claim, Indemnitee shall, Proceeding, Agent will, if a claim in respect thereof is to be made against the Company Corporation under this Agreement, notify the Company (addressed to the Chief Executive Officer) Corporation of the commencement thereof; but the omission failure so to notify the Company Corporation will only not relieve the Company of the obligations that Corpor...ation from any liability which it has may have to Indemnitee Agent under this Agreement (i) if, and to the extent that, the Company has been materially prejudiced by Indemnitee's failure to so notify the Company, and (ii) as provided in Section 4(c). Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within Indemnitee's power. (b) Defense. or otherwise. With respect to any Claim such Proceeding as to which Indemnitee Agent notifies the Company Corporation of the commencement thereof, thereof: (a) the Company Corporation will be entitled to participate in the Claim therein at its own expense and expense; (b) except as otherwise provided below, the Corporation may, at its option and jointly with any other indemnifying party similarly notified and electing to the extent the Company so wishes, it may assume such defense, assume the defense thereof thereof, with counsel reasonably satisfactory to Indemnitee. Agent. After notice from the Company Corporation to Indemnitee Agent of its election to assume the defense of any Claim, thereof, the Company shall Corporation will not be liable to Indemnitee Agent under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee Agent in connection with the defense of such Claim other than thereof except for reasonable costs of investigation or otherwise as otherwise provided below. Indemnitee Agent shall have the right to employ legal separate counsel in such Claim, Proceeding but all the Expenses related thereto of such counsel incurred after notice from the Company Corporation of its assumption of the defense thereof shall be at Indemnitee's the expense unless: of Agent; provided, however, that the Expenses of Agent's separate counsel shall be borne by the Corporation if (i) the employment of legal separate counsel by Indemnitee Agent has been authorized by the Company; Corporation and the Corporation has agreed in writing to bear such Expenses, (ii) Indemnitee has Agent reasonably determined shall have concluded that there may be an actual or potential a conflict of interest between Indemnitee the Corporation and Agent in the Company in conduct of the defense of the Claim; such Proceeding, or (iii) the named parties Corporation in any such Claim (including any impleaded parties) include the Company or any Subsidiary of the Company, on the one hand, and Indemnitee, on the other hand, and Indemnitee concludes, after consultation with counsel, 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; (iv) after a Change of Control, the employment of counsel by Indemnitee has been approved by the Special Counsel; (v) Indemnitee may be subject to criminal liability or that injunctive relief may be available or (vi) the Company fact shall not in fact have employed counsel to assume the defense of such Claim, in each of which cases all Expenses of Proceeding or shall at any time have ceased to actively pursue the Claim shall be borne by the Company. defense thereof. The Company Corporation shall not be entitled, without the consent of Indemnitee, 3 entitled to assume the defense of any Claim Proceeding brought by or on behalf of the Company, Corporation or as to which Indemnitee Agent shall have made the determination conclusion provided for in clause (ii) above; and (iii) above or under (c) the circumstances provided for in (iv), (v) and (vi) above. 6 (c) Settlement of Claims. The Company Corporation shall not be liable to indemnify Indemnitee Agent under this Agreement or otherwise for any amounts paid in settlement of any Claim Proceeding effected without the Company's its written consent, such consent which shall not to be unreasonably withheld, conditioned withheld or delayed; provided, however, that if a Change of Control has occurred, the Company delayed. The Corporation shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Special Counsel has approved the settlement. The Company permitted to settle any Proceeding except that it shall not settle any Claim Proceeding in any manner that would impose any penalty or limitation on Indemnitee Agent without Indemnitee's Agent's written consent. consent, which may be given or withheld in Agent's sole discretion. View More
Notification and Defense of Claims. (a) Notice. Promptly Not later than thirty (30) days after receipt by Indemnitee Agent of notice of the commencement of any Claim, Indemnitee shall, Proceeding, Agent will, if a claim in respect thereof is to be made against the Company Corporation under this Agreement, notify the Company (addressed to the Chief Executive Officer) Corporation of the commencement thereof; but the omission failure so to notify the Company Corporation will only not relieve the Company of the obligations that Corpor...ation from any liability which it has may have to Indemnitee Agent under this Agreement (i) if, and to the extent that, the Company has been materially prejudiced by Indemnitee's failure to so notify the Company, and (ii) as provided in Section 4(c). Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within Indemnitee's power. (b) Defense. or otherwise. With respect to any Claim such Proceeding as to which Indemnitee Agent notifies the Company Corporation of the commencement thereof, thereof: (a) the Company Corporation will be entitled to participate in the Claim therein at its own expense and expense; (b) except as otherwise provided below, the Corporation may, at its option and jointly with any other indemnifying party similarly notified and electing to the extent the Company so wishes, it may assume such defense, assume the defense thereof thereof, with counsel reasonably satisfactory to Indemnitee. Agent. After notice from the Company Corporation to Indemnitee Agent of its election to assume the defense of any Claim, thereof, the Company shall Corporation will not be liable to Indemnitee Agent under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee Agent in connection with the defense of such Claim other than thereof except for reasonable costs of investigation or otherwise as otherwise provided below. Indemnitee Agent shall have the right to employ legal separate counsel in such Claim, Proceeding but all the Expenses related thereto of such counsel incurred after notice from 3 the Company Corporation of its assumption of the defense thereof shall be at Indemnitee's the expense unless: of Agent; provided, however, that the Expenses of Agent's separate counsel shall be borne by the Corporation if (i) the employment of legal separate counsel by Indemnitee Agent has been authorized by the Company; Corporation and the Corporation has agreed in writing to bear such Expenses, (ii) Indemnitee has Agent reasonably determined shall have concluded that there may be an actual or potential a conflict of interest between Indemnitee the Corporation and Agent in the Company in conduct of the defense of the Claim; such Proceeding, or (iii) the named parties Corporation in any such Claim (including any impleaded parties) include the Company or any Subsidiary of the Company, on the one hand, and Indemnitee, on the other hand, and Indemnitee concludes, after consultation with counsel, 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; (iv) after a Change of Control, the employment of counsel by Indemnitee has been approved by the Special Counsel; (v) Indemnitee may be subject to criminal liability or that injunctive relief may be available or (vi) the Company fact shall not in fact have employed counsel to assume the defense of such Claim, in each of which cases all Expenses of Proceeding or shall at any time have ceased to actively pursue the Claim shall be borne by the Company. defense thereof. The Company Corporation shall not be entitled, without the consent of Indemnitee, entitled to assume the defense of any Claim Proceeding brought by or on behalf of the Company, Corporation or as to which Indemnitee Agent shall have made the determination conclusion provided for in clause (ii) above; and (iii) above or under (c) the circumstances provided for in (iv), (v) and (vi) above. 6 (c) Settlement of Claims. The Company Corporation shall not be liable to indemnify Indemnitee Agent under this Agreement or otherwise for any amounts paid in settlement of any Claim Proceeding effected without the Company's its written consent, such consent which shall not to be unreasonably withheld, conditioned withheld or delayed; provided, however, that if a Change of Control has occurred, the Company delayed. The Corporation shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Special Counsel has approved the settlement. The Company permitted to settle any Proceeding except that it shall not settle any Claim Proceeding in any manner that would impose any penalty or limitation on Indemnitee Agent without Indemnitee's Agent's written consent. consent, which may be given or withheld in Agent's sole discretion. View More
Notification and Defense of Claims. (a) Notice. Promptly Not later than thirty (30) days after receipt by Indemnitee Agent of notice of the commencement of any Claim, Indemnitee shall, Proceeding, Agent will, if a claim in respect thereof is to be made against the Company Corporation under this Agreement, notify the Company (addressed to the Chief Executive Officer) Corporation of the commencement thereof; but thereof, provided that the omission failure so to notify the Company Corporation will only not relieve the Company of the ...obligations that Corporation from any liability which it has may have to Indemnitee Agent under this Agreement (i) if, and to the extent that, the Company has been materially prejudiced by Indemnitee's failure to so notify the Company, and (ii) as provided in Section 4(c). Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within Indemnitee's power. (b) Defense. or otherwise. With respect to any Claim such Proceeding as to which Indemnitee Agent notifies the Company Corporation of the commencement thereof, thereof: (a) the Company Corporation will be entitled to participate in the Claim therein at its own expense and expense; (b) except as otherwise provided below, the Corporation may, at its option and jointly with any other indemnifying party similarly notified and electing to the extent the Company so wishes, it may assume such defense, assume the defense thereof thereof, with counsel reasonably satisfactory to Indemnitee. Agent. After notice from the Company Corporation to Indemnitee Agent of its election to assume the defense of any Claim, thereof, the Company shall Corporation will not be liable to Indemnitee Agent under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee Agent in connection with the defense of such Claim other than thereof except for reasonable costs of investigation or otherwise as otherwise provided below. Indemnitee Agent shall have the right to employ legal separate counsel in such Claim, Proceeding but all the Expenses related thereto of such counsel incurred after notice from the Company Corporation of its assumption of the defense thereof shall be at Indemnitee's the expense unless: of Agent; provided, however, that the Expenses of Agent's separate counsel shall be borne by the Corporation if (i) the employment of legal separate counsel by Indemnitee Agent has been authorized by the Company; Corporation and the Corporation has agreed in writing to bear such Expenses, (ii) Indemnitee has Agent reasonably determined shall have concluded that there may be an actual or potential a conflict of interest between Indemnitee the Corporation and Agent in the Company in conduct of the defense of the Claim; such Proceeding, or (iii) the named parties Corporation in any such Claim (including any impleaded parties) include the Company or any Subsidiary of the Company, on the one hand, and Indemnitee, on the other hand, and Indemnitee concludes, after consultation with counsel, 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; (iv) after a Change of Control, the employment of counsel by Indemnitee has been approved by the Special Counsel; (v) Indemnitee may be subject to criminal liability or that injunctive relief may be available or (vi) the Company fact shall not in fact have employed counsel to assume the defense of such Claim, in each of which cases all Expenses of Proceeding or shall at any time have ceased to actively pursue the Claim shall be borne by the Company. defense thereof. The Company Corporation shall not be entitled, without the consent of Indemnitee, entitled to assume the defense of any Claim Proceeding brought by or on behalf of the Company, Corporation or as to which Indemnitee Agent shall have made the determination conclusion provided for in clause (ii) above; and (iii) above or under 3. (c) the circumstances provided for in (iv), (v) and (vi) above. 6 (c) Settlement of Claims. The Company Corporation shall not be liable to indemnify Indemnitee Agent under this Agreement or otherwise for any amounts paid in settlement of any Claim Proceeding effected without the Company's its written consent, such consent which shall not to be unreasonably withheld, conditioned withheld or delayed; provided, however, that if a Change of Control has occurred, the Company delayed. The Corporation shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Special Counsel has approved the settlement. The Company permitted to settle any Proceeding except that it shall not settle any Claim Proceeding in any manner that would impose any penalty or limitation on Indemnitee Agent without Indemnitee's Agent's written consent. consent, which may be given or withheld in Agent's sole discretion. View More
Notification and Defense of Claims. (a) Notice. Promptly Not later than thirty (30) days after receipt by Indemnitee Agent of notice of the commencement of any Claim, Indemnitee shall, action, suit or proceeding, Agent will, if a claim in respect thereof is to be made against the Company Corporation under this Agreement, notify the Company (addressed to the Chief Executive Officer) Corporation of the commencement thereof; but the omission so to notify the Company Corporation will only not relieve the Company of the obligations tha...t it has from any liability which it may have to Indemnitee Agent otherwise than under this Agreement (i) if, and to the extent that, the Company has been materially prejudiced by Indemnitee's failure to so notify the Company, and (ii) as provided in Section 4(c). Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within Indemnitee's power. (b) Defense. Agreement. With respect to any Claim such action, suit or proceeding as to which Indemnitee Agent notifies the Company Corporation of the commencement thereof, thereof: (a) the Company Corporation will be entitled to participate in the Claim therein at its own expense and expense; (b) except as otherwise provided below, the Corporation may, at its option and jointly with any other indemnifying party similarly notified and electing to the extent the Company so wishes, it may assume such defense, assume the defense thereof thereof, with counsel reasonably satisfactory to Indemnitee. Agent. After notice from the Company Corporation to Indemnitee Agent of its election to assume the defense of any Claim, thereof, the Company shall Corporation will not be liable to Indemnitee Agent under this Agreement or otherwise for any Expenses legal or other expenses subsequently incurred by Indemnitee Agent in connection with the defense of such Claim other than thereof except for reasonable costs of investigation or otherwise as otherwise provided below. Indemnitee Agent shall have the right to employ legal separate counsel in such Claim, action, suit or proceeding but all Expenses related thereto the fees and expenses of such counsel incurred after notice from the Company Corporation of its assumption of the defense thereof shall be at Indemnitee's the expense unless: of Agent unless (i) the employment of legal counsel by Indemnitee Agent has been authorized by the Company; Corporation, (ii) Indemnitee has Agent shall have reasonably determined concluded that there may be an actual or potential a conflict of interest between Indemnitee the Corporation and Agent in the Company in conduct of the defense of the Claim; such action or (iii) the named parties in any such Claim (including any impleaded parties) include the Company or any Subsidiary of the Company, on the one hand, and Indemnitee, on the other hand, and Indemnitee concludes, after consultation with counsel, 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; (iv) after a Change of Control, the employment of counsel by Indemnitee has been approved by the Special Counsel; (v) Indemnitee may be subject to criminal liability or that injunctive relief may be available or (vi) the Company Corporation shall not in fact have employed counsel to assume the defense of such Claim, action, in each of which cases all Expenses case the fees and expenses of Agent's separate counsel shall be at the expense of the Claim shall be borne by the Company. Corporation. The Company Corporation shall not be entitled, without the consent of Indemnitee, entitled to assume the defense of any Claim action, suit or proceeding brought by or on behalf of the Company, Corporation or as to which Indemnitee Agent shall have made the determination conclusion provided for in clause (ii) above; and (iii) above or under (c) the circumstances provided for in (iv), (v) and (vi) above. 6 (c) Settlement of Claims. The Company Corporation shall not be liable to indemnify Indemnitee Agent under this Agreement or otherwise for any amounts paid in settlement of any Claim action or claim effected without the Company's Corporation's written consent, such consent which shall not to be unreasonably withheld, conditioned or delayed; provided, however, that if a Change of Control has occurred, the Company withheld. The Corporation shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Special Counsel has approved the settlement. The Company permitted to settle any action except that it shall not settle any Claim action or claim in any manner that which would impose any penalty or limitation on Indemnitee Agent without Indemnitee's Agent's written consent. consent, which may be given or withheld in Agent's sole discretion. 3 8. Expenses. The Corporation shall advance, prior to the final disposition of any proceeding, promptly following request therefor, all expenses incurred by Agent in connection with such proceeding upon receipt of an undertaking by or on behalf of Agent to repay said amounts if it shall be determined ultimately that Agent is not entitled to be indemnified under the provisions of this Agreement, the Bylaws, Delaware Law or otherwise. View More
Notification and Defense of Claims. (a) Notice. Promptly Not later than thirty (30) days after receipt by Indemnitee Agent of notice of the commencement of any Claim, Indemnitee shall, Proceeding, Agent will, if a claim in respect thereof is to be made against the Company Corporation under this Agreement, notify the Company (addressed to the Chief Executive Officer) Corporation of the commencement thereof; but thereof, provided that the omission failure so to notify the Company Corporation will only not relieve the Company of the ...obligations that Corporation from any liability which it has may have to Indemnitee Agent under this Agreement (i) if, and to the extent that, the Company has been materially prejudiced by Indemnitee's failure to so notify the Company, and (ii) as provided in Section 4(c). Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within Indemnitee's power. (b) Defense. or otherwise. With respect to any Claim such Proceeding as to which Indemnitee Agent notifies the Company Corporation of the commencement thereof, thereof: (a) the Company Corporation will be entitled to participate in the Claim therein at its own expense and expense; (b) except as otherwise provided below, the Corporation may, at its option and jointly with any other indemnifying party similarly notified and electing to the extent the Company so wishes, it may assume such defense, assume the defense thereof thereof, with counsel reasonably satisfactory to Indemnitee. Agent. After notice from the Company Corporation to Indemnitee Agent of its election to assume the defense of any Claim, thereof, the Company shall Corporation will not be liable to Indemnitee Agent under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee Agent in connection with the defense of such Claim other than thereof except for reasonable costs of investigation or otherwise as otherwise provided below. Indemnitee Agent shall have the right to employ legal separate counsel in such Claim, Proceeding but all the Expenses related thereto of such counsel incurred after notice from the Company Corporation of its assumption of the defense thereof shall be at Indemnitee's the expense unless: of Agent; provided, however, that the Expenses of Agent's separate counsel shall be borne by the Corporation if (i) the employment of legal separate counsel by Indemnitee Agent has been authorized by the Company; Corporation and the Corporation has agreed in writing to bear such Expenses, (ii) Indemnitee has Agent reasonably determined shall have concluded that there may be an actual or potential a conflict of interest between Indemnitee the Corporation and Agent in the Company in conduct of the defense of the Claim; such Proceeding, or (iii) the named parties Corporation in any such Claim (including any impleaded parties) include the Company or any Subsidiary of the Company, on the one hand, and Indemnitee, on the other hand, and Indemnitee concludes, after consultation with counsel, 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; (iv) after a Change of Control, the employment of counsel by Indemnitee has been approved by the Special Counsel; (v) Indemnitee may be subject to criminal liability or that injunctive relief may be available or (vi) the Company fact shall not in fact have employed counsel to assume the defense of such Claim, in each of which cases all Expenses of Proceeding 3 or shall at any time have ceased to actively pursue the Claim shall be borne by the Company. defense thereof. The Company Corporation shall not be entitled, without the consent of Indemnitee, entitled to assume the defense of any Claim Proceeding brought by or on behalf of the Company, Corporation or as to which Indemnitee Agent shall have made the determination conclusion provided for in clause (ii) above; and (iii) above or under (c) the circumstances provided for in (iv), (v) and (vi) above. 6 (c) Settlement of Claims. The Company Corporation shall not be liable to indemnify Indemnitee Agent under this Agreement or otherwise for any amounts paid in settlement of any Claim Proceeding effected without the Company's its written consent, such consent which shall not to be unreasonably withheld, conditioned withheld or delayed; provided, however, that if a Change of Control has occurred, the Company delayed. The Corporation shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Special Counsel has approved the settlement. The Company permitted to settle any Proceeding except that it shall not settle any Claim Proceeding in any manner that would impose any penalty or limitation on Indemnitee Agent without Indemnitee's Agent's written consent. consent, which may be given or withheld in Agent's sole discretion. View More
Notification and Defense of Claims. (a) Notice. Promptly Not later than thirty (30) days after receipt by Indemnitee Agent of notice of the commencement of any Claim, Indemnitee shall, action, suit or proceeding, Agent will, if a claim in respect thereof is to be made against the Company Corporation under this Agreement, notify the Company (addressed to the Chief Executive Officer) Corporation of the commencement thereof; but the omission so to notify the Company Corporation will only not relieve the Company of the obligations tha...t it has from any liability which it may have to Indemnitee Agent otherwise than under this Agreement (i) if, and to the extent that, the Company has been materially prejudiced by Indemnitee's failure to so notify the Company, and (ii) as provided in Section 4(c). Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within Indemnitee's power. (b) Defense. Agreement. With respect to any Claim such action, suit or proceeding as to which Indemnitee Agent notifies the Company Corporation of the commencement thereof, thereof: (a) the Company Corporation will be entitled to participate in the Claim therein at its own expense and expense; (b) except as otherwise provided below, the Corporation may, at its option and jointly with any other indemnifying party similarly notified and electing to the extent the Company so wishes, it may assume such defense, assume the defense thereof thereof, with counsel reasonably satisfactory to Indemnitee. Agent. After notice from the Company Corporation to Indemnitee Agent of its election to assume the defense of any Claim, thereof, the Company shall Corporation will not be liable to Indemnitee Agent under this Agreement or otherwise for any Expenses legal or other expenses subsequently incurred by Indemnitee Agent in connection with the defense of such Claim other than thereof except for reasonable costs of investigation or otherwise as otherwise provided below. Indemnitee Agent shall have the right to employ legal separate counsel in such Claim, action, suit or proceeding but all Expenses related thereto the fees and expenses of such counsel incurred after notice from the Company Corporation of its assumption of the defense thereof shall be at Indemnitee's the expense unless: of Agent unless (i) the employment of legal counsel by Indemnitee Agent has been authorized by the Company; Corporation, (ii) Indemnitee has Agent shall have reasonably determined concluded that there may be an actual or potential a conflict of interest between Indemnitee the Corporation and Agent in the Company in conduct of the defense of the Claim; such action or (iii) the named parties in any such Claim (including any impleaded parties) include the Company or any Subsidiary of the Company, on the one hand, and Indemnitee, on the other hand, and Indemnitee concludes, after consultation with counsel, 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; (iv) after a Change of Control, the employment of counsel by Indemnitee has been approved by the Special Counsel; (v) Indemnitee may be subject to criminal liability or that injunctive relief may be available or (vi) the Company Corporation shall not in fact have employed counsel to assume the defense of such Claim, action, in each of which cases all Expenses case the fees and expenses of Agent's separate counsel shall be at the expense of the Claim shall be borne by the Company. Corporation. The Company Corporation shall not be entitled, without the consent of Indemnitee, entitled to assume the defense of any Claim action, suit or proceeding brought by or on behalf of the Company, Corporation or as to which Indemnitee Agent shall have made the determination conclusion provided for in clause (ii) above; and (iii) above or under (c) the circumstances provided for in (iv), (v) and (vi) above. 6 (c) Settlement of Claims. The Company Corporation shall not be liable to indemnify Indemnitee Agent under this Agreement or otherwise for any amounts paid in settlement of any Claim action or claim effected without the Company's Corporation's written consent, such consent which shall not to be unreasonably withheld, conditioned or delayed; provided, however, that if a Change of Control has occurred, the Company withheld. The Corporation shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Special Counsel has approved the settlement. The Company permitted to settle any action except that it shall not settle any Claim action or claim in any manner that which would impose any penalty or limitation on Indemnitee Agent without Indemnitee's Agent's written consent. consent, which may be given or withheld in Agent's sole discretion. View More
Notification and Defense of Claims. (a) Notice. Promptly after receipt by The Indemnitee of notice of shall notify the commencement Corporation in writing as soon as practicable of any Claim, Proceeding for which indemnity will or could be sought and provide the Corporation with a copy of any summons, citation, subpoena, complaint, indictment, information or other document relating to such Proceeding with which Indemnitee shall, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Compan...y (addressed to the Chief Executive Officer) of the commencement thereof; but the omission so to notify the Company will only relieve the Company of the obligations that it has to Indemnitee under this Agreement (i) if, and to the extent that, the Company has been materially prejudiced by Indemnitee's served. The failure to so notify the Company, and (ii) as provided in Section 4(c). Indemnitee shall give Corporation will not relieve the Company such information and cooperation as Corporation from any liability that it may reasonably require and as shall be within Indemnitee's power. (b) Defense. With have to Indemnitee except to the extent the failure adversely affects the Corporation's rights, legal position, ability to defend or ability to obtain insurance coverage with respect to any Claim as to which Indemnitee notifies the Company of the commencement thereof, the Company such proceeding. The Corporation will be entitled to participate in the Claim any such Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Claim, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Claim other than reasonable costs of investigation or as otherwise provided below. expense. Indemnitee shall have the right to employ legal engage Indemnitee's own counsel in connection with such Claim, but all Expenses related thereto incurred after notice from Proceeding. Indemnitee's counsel shall cooperate reasonably with the Company of its assumption of the defense shall be at Indemnitee's expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company; (ii) Indemnitee has reasonably determined that there may be an actual or potential conflict of interest between Indemnitee and the Company in the defense of the Claim; (iii) the named parties in any such Claim (including any impleaded parties) include the Company or any Subsidiary of the Company, on the one hand, and Indemnitee, on the other hand, and Indemnitee concludes, after consultation with counsel, 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; (iv) after a Change of Control, the employment of counsel by Indemnitee has been approved by the Special Counsel; (v) Indemnitee may be subject to criminal liability or that injunctive relief may be available or (vi) the Company shall not in fact have employed Corporation's counsel to assume minimize the defense cost of such Claim, in each of which cases all Expenses of defending claims against the Claim shall be borne by the Company. Corporation and Indemnitee. (b) The Company Corporation shall not be entitled, without the consent of Indemnitee, to assume the defense of any Claim brought by or on behalf of the Company, or as to which Indemnitee shall have made the determination provided for in (ii) and (iii) above or under the circumstances provided for in (iv), (v) and (vi) above. 6 (c) Settlement of Claims. The Company shall not be liable required to indemnify the Indemnitee under this Agreement or otherwise for any amounts paid in settlement of any Claim Proceeding effected without the Company's its written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that if a Change of Control has occurred, the Company shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Special Counsel has approved the settlement. consent. The Company Corporation shall not settle any Claim Proceeding in any manner that would impose any penalty or limitation on the Indemnitee without the Indemnitee's written consent. Neither the Corporation nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement. 5 8. Advancement of Expenses. Subject to the provisions of Section 9, any Expenses actually and reasonably incurred by or on behalf of the Indemnitee in connection with a Proceeding for which indemnity could be sought under this Agreement shall be paid by the Corporation in advance of the final disposition of such Proceeding; provided, however, that the payment of such Expenses incurred by or on behalf of the Indemnitee in advance of the final disposition of such Proceeding shall be made only upon receipt of an undertaking by or on behalf of the Indemnitee to repay all amounts so advanced in the event that it shall ultimately be determined, after the conclusion of such Proceeding, that the Indemnitee is not entitled to be indemnified by the Corporation as authorized in this Agreement. Such undertaking shall be accepted without reference to the financial ability of the Indemnitee to make repayment. Any advances and undertakings to repay pursuant to this Section 8 shall be unsecured and interest-free. This Section 8 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 6. View More
