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 after receipt by the Indemnitee of notice of the commencement of any Claim, Proceeding, the Indemnitee shall, will, 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) in writing of the commencement thereof; but the omission to so to notify the Company will only not relieve the Company of the obligations from any liability that it has may have to the Indemnitee otherwise than unde...r this Agreement (i) if, and or otherwise, except to the extent that, that the Company has been materially prejudiced may suffer material prejudice by Indemnitee's failure to so notify the Company, and (ii) as provided in Section 4(c). Indemnitee shall give the Company reason of such information and cooperation as it may reasonably require and as shall be within Indemnitee's power. (b) Defense. With failure. Notwithstanding any other provision of this Agreement, with respect to any Claim such Proceeding as to which the Indemnitee notifies gives notice to the Company of the commencement thereof, the thereof: (a) The Company will be entitled to participate in the Claim therein at its own expense and except expense. 6 (b) Except as otherwise provided below, in this Section 12(b), to the extent the Company so wishes, that it may wish, the Company, jointly with any other indemnifying party similarly notified, shall be entitled to assume the defense thereof with counsel reasonably satisfactory to the Indemnitee. After notice from the Company to the Indemnitee of its election to so assume the defense of any Claim, thereof, the Company shall not be liable to the Indemnitee under this Agreement or otherwise for any legal or other Expenses subsequently incurred by the Indemnitee in connection with the defense of such Claim thereof other than reasonable costs of investigation or as otherwise provided below. The Indemnitee shall have the right to employ legal the Indemnitee's own counsel in such Claim, action or lawsuit, but all the fees and Expenses related thereto of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at Indemnitee's the expense unless: of the Indemnitee unless (i) the employment of legal counsel by the Indemnitee has been authorized by the Company; Company, (ii) the Indemnitee has shall have reasonably determined concluded that there may be an actual or potential a conflict of interest between Indemnitee the Company and the Company Indemnitee in the conduct of the defense of such action and such determination by the Claim; (iii) the named parties in any such Claim (including any impleaded parties) include the Company or any Subsidiary Indemnitee shall be supported by an opinion of counsel, which opinion shall be reasonably acceptable to 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) (iii) the Company shall not in fact have employed counsel to assume the defense of such Claim, the action, in each of which cases all the fees and Expenses of the Claim counsel shall be borne by at the expense of the Company. The Company 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, Company or as to which the Indemnitee shall have made reached the determination conclusion provided for in clause (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 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 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. withheld. The Company shall not be required to obtain the consent of the Indemnitee to settle any Claim Proceeding which the Company has undertaken to defend if the Company assumes full and sole responsibility for such settlement and such settlement grants the Indemnitee a complete and unqualified release in respect of any manner that would impose any penalty potential liability. (d) If, at the time of the receipt of a notice of a claim pursuant to this Section 12, the Company has director and officer liability insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or limitation desirable action to cause such insurers to pay, on Indemnitee without Indemnitee's written consent. behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of the policies. View More
Notification and Defense of Claims. (a) Notice. Promptly after receipt by Notification of Claims. 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, shall notify the Company (addressed in writing as soon as practicable of any Claim which could relate to the Chief Executive Officer) an Indemnifiable Event or for which Indemnitee could seek Expense Advances, including a brief description (based upon information then available ...to Indemnitee) of the commencement thereof; but nature and amount of, and the omission so facts underlying, such Claim. The failure by Indemnitee to timely notify the Company will only hereunder shall not relieve the Company of the obligations that it has to Indemnitee under this Agreement (i) if, and from any liability hereunder other than to the extent that, the Company has been Company's ability to participate in the defense of such claim was materially and adversely prejudiced by Indemnitee's failure to so notify the Company, and (ii) as provided in Section 4(c). Indemnitee such failure. (b) Defense of Claims. The Company 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 defense of any Claim relating to an Indemnifiable Event at its own expense and 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 such Claim, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by Indemnitee in connection with the Indemnitee's defense of such Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ its own legal counsel in such Claim, but all Expenses related thereto to such counsel incurred after notice from the Company of its assumption of the defense shall be at Indemnitee's expense unless: own expense; provided, however, that if (i) the Indemnitee's employment of its own legal counsel by Indemnitee has been authorized by the Company; Company, (ii) Indemnitee Indemnitee's counsel has reasonably determined that there may be an actual or potential a conflict of interest between Indemnitee and the Company in the defense of the Claim; such 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 in Control, the Indemnitee's employment of its own counsel by Indemnitee has been approved by the Special Counsel; (v) Indemnitee may be subject to criminal liability Independent Counsel or that injunctive relief may be available or (vi) (iv) the Company shall not in fact have employed counsel to assume the defense of such Claim, then Indemnitee shall be entitled to retain its own separate counsel (but not more than one law firm plus, if applicable, local counsel in each respect of which cases any such Claim) and all Expenses of the Claim related to such separate counsel 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
Notification and Defense of Claims. (a) Notice. Promptly after receipt by Notification of Claims. 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, shall notify the Company (addressed in writing as soon as practicable of any Claim which could relate to the Chief Executive Officer) an Indemnifiable Event or for which Indemnitee could seek Expense Advances, including a brief description (based upon information then available ...to Indemnitee) of the commencement thereof; but nature of, and the omission so facts underlying, such Claim. The failure by Indemnitee to timely notify the Company will only hereunder shall not relieve the Company of the obligations that it has to Indemnitee under this Agreement (i) if, and from any liability hereunder other than to the extent that, the Company has been Company's ability to participate in the defense of such claim was materially and adversely prejudiced by Indemnitee's failure to so notify the Company, and (ii) as provided in Section 4(c). Indemnitee such failure. (b) Defense of Claims. The Company 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 defense of any Claim relating to an Indemnifiable Event at its own expense and 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 such Claim, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by Indemnitee in connection with the Indemnitee's defense of such Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ its own legal counsel in such Claim, but all Expenses related thereto to such counsel incurred after notice from the Company of its assumption of the defense shall be at Indemnitee's expense unless: own expense; provided, however, that if (i) the Indemnitee's employment of its own legal counsel by Indemnitee has been authorized by the Company; Company, (ii) Indemnitee Indemnitee's counsel has reasonably determined that there may be an actual or potential a conflict of interest between Indemnitee and the Company in the defense of the Claim; such 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 in Control, the Indemnitee's employment of its own counsel by Indemnitee has been approved by the Special Counsel; (v) Indemnitee may be subject to criminal liability Independent Counsel or that injunctive relief may be available or (vi) (iv) the Company shall not in fact have employed counsel to assume the defense of such Claim, then Indemnitee shall be entitled to retain its own separate counsel (but not more than one law firm plus, if applicable, local counsel in each respect of which cases any such Claim) and all Expenses of the Claim related to such separate counsel 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
Notification and Defense of Claims. (a) Notice. Promptly after receipt by Notification of Claims. 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, shall notify the Company (addressed in writing as soon as practicable of any Claim which could relate to the Chief Executive Officer) an Indemnifiable Event or for which Indemnitee could seek Expense Advances, including a brief description (based upon information then available ...to Indemnitee) of the commencement thereof; but nature of, and the omission so facts underlying, such Claim, and any other documentation as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The failure by Indemnitee to timely notify the Company will only hereunder shall not relieve the Company from any liability hereunder unless the Company's ability to participate in the defense of the obligations that it has to Indemnitee under this Agreement (i) if, such claim was materially and to the extent that, the adversely affected by such failure. (b) Defense of Claims. 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 defense of any Claim relating to an Indemnifiable Event at its own expense and and, except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof (including representation of the Indemnitee) with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any such Claim, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by Indemnitee in connection with the Indemnitee's defense of such Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ its own legal counsel in such Claim, but all Expenses related thereto to such counsel incurred after notice from the Company of its assumption of the defense shall be at Indemnitee's expense unless: own expense; provided, however, that if (i) the Indemnitee's employment of its own legal counsel by Indemnitee has been authorized by the Company; Company, (ii) Indemnitee has reasonably determined determined, with advice of counsel, that there may be an actual or potential a conflict of interest between Indemnitee and the Company in the defense of the Claim; (iii) the named parties in any such Claim (including for any impleaded parties) include Claim asserted by or in the Company or any Subsidiary right 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) Company), (iii) after a Change of in Control, the Indemnitee's employment of its own counsel by Indemnitee has been approved by the Special Counsel; (v) Indemnitee may be subject to criminal liability Independent Counsel or that injunctive relief may be available or (vi) (iv) the Company shall not in fact have employed counsel to assume the defense of such Claim, then Indemnitee shall be entitled to retain its own separate counsel (but not more than one law firm plus, if applicable, local counsel in each respect of which cases any such Claim) and all Expenses of the Claim related to such separate counsel 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
Notification and Defense of Claims. (a) Notice. Promptly after receipt by Notification of Claims. 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, shall notify the Company (addressed in writing as soon as practicable of any Claim which could relate to the Chief Executive Officer) an Indemnifiable Event or for which Indemnitee could seek Expense Advances, including a brief description (based upon information then available ...to Indemnitee) of the commencement thereof; but nature of, and the omission so facts underlying, such Claim. The failure by Indemnitee to timely notify the Company will only hereunder shall not relieve the Company from any liability hereunder unless the Company's ability to participate in the defense of the obligations that it has such claim was materially and adversely affected by such failure. The Company shall provide to Indemnitee under this Agreement (i) if, and a copy of such notice delivered to the extent that, applicable insurers, and copies of all subsequent correspondence between the Company has been materially prejudiced and such insurers regarding the Claim, in each case substantially concurrently with the delivery or receipt thereof by Indemnitee's failure the Company. Exhibit A to so notify the Company, and (ii) as provided in Section 4(c). Indemnitee Share Exchange Agreement3 (b) Defense of Claims. The Company 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 defense of any Claim relating to an Indemnifiable Event at its own expense and 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 such Claim, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by Indemnitee in connection with the Indemnitee's defense of such Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ its own legal counsel in such Claim, but all Expenses related thereto to such counsel incurred after notice from the Company of its assumption of the defense shall be at Indemnitee's expense unless: own expense; provided, however, that if (i) the Indemnitee's employment of its own legal counsel by Indemnitee has been authorized by the Company; Company, (ii) Indemnitee has reasonably determined that there may be an actual or potential a conflict of interest between Indemnitee and the Company in the defense of the Claim; such 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 in Control, the Indemnitee's employment of its own counsel by Indemnitee has been approved by the Special Counsel; (v) Indemnitee may be subject to criminal liability Independent Counsel or that injunctive relief may be available or (vi) (iv) the Company shall not in fact have employed counsel to assume the defense of such Claim, in each of which cases then Indemnitee shall be entitled to retain its own separate counsel (but not more than one law firm) and all Expenses of the Claim related to such separate counsel 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
Notification and Defense of Claims. (a) Notice. Promptly after receipt by Indemnitee of notice of the commencement of any Claim, Indemnitee shall, if As a claim in respect thereof is condition precedent to Indemnitee's right 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 indemnified, Indemnitee agrees to notify the Company in writing as soon as reasonably practicable of any Proceeding for which indemnity will only o...r could be sought by Indemnitee and provide the Company with a copy of any summons, citation, subpoena, complaint, indictment, information or other document relating to such Proceeding with which Indemnitee is served; provided, however, that the failure to give such notice shall not relieve the Company of the its obligations that it has to Indemnitee under this Agreement (i) if, and Agreement, except to the extent that, extent, if any, that the Company has been materially is actually prejudiced by Indemnitee's the 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. notice. With respect to any Claim as to Proceeding of which Indemnitee notifies the Company of the commencement thereof, is so notified, the Company will be entitled to participate in the Claim therein at its own expense and except as otherwise provided below, and/or to the extent the Company so wishes, it may assume the defense thereof at its own expense, with legal 4 counsel reasonably satisfactory acceptable to Indemnitee. After notice from the Company to Indemnitee of its election so to assume the defense of any Claim, such defense, the Company shall not be liable to the Indemnitee under this Agreement or otherwise for any Expenses legal or other expenses subsequently incurred by the Indemnitee in connection with the defense of such Claim Proceeding, other than reasonable costs of investigation or as otherwise provided below. below in this Section 7. Indemnitee shall have the right to employ legal Indemnitee's own counsel in connection with such Claim, Proceeding, but all Expenses related thereto the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at Indemnitee's the expense unless: (i) of Indemnitee unless (a) the employment of legal counsel by Indemnitee has been authorized by the Company; (ii) Company, (b) counsel to Indemnitee has shall have reasonably determined concluded that there may be an actual or potential a conflict of interest or position on any significant issue between Indemnitee and the Company and Indemnitee in the conduct of the defense of the Claim; (iii) the named parties in any such Claim (including any impleaded parties) include the Company Proceeding 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) (c) the Company shall not in fact have employed counsel to assume the defense of such Claim, Proceeding, in each of which cases all Expenses the fees and expenses of counsel for Indemnitee shall be at the expense of the Claim shall be borne Company, except as otherwise expressly provided by the Company. this Agreement. The Company shall not be entitled, without the consent of Indemnitee, to assume the defense of any Claim claim brought by or on behalf in the right of the Company, Company or as to which counsel for Indemnitee shall have reasonably made the determination conclusion provided for in (ii) and (iii) above or under the circumstances provided for in (iv), (v) and (vi) clause (b) above. 6 (c) Settlement of Claims. The Company shall not be liable required to indemnify 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 shall not settle any Claim Proceeding in any manner that which would impose any penalty or limitation on Indemnitee without Indemnitee's written consent. Neither the Company nor the Indemnitee will unreasonably withhold its consent to any proposed settlement. View More
Notification and Defense of Claims. (a) Notice. Promptly after receipt by Notification of Claims. 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, shall notify the Company (addressed in writing as soon as practicable of any Claim which could relate to the Chief Executive Officer) an Indemnifiable Event or for which Indemnitee could seek Expense Advances, including a brief description (based upon information then available ...to Indemnitee) of the commencement thereof; but nature of, and the omission so facts underlying, such Claim. The failure by Indemnitee to timely notify the Company will only hereunder shall not relieve the Company from any liability hereunder unless the Company's ability to participate in the defense of the obligations that it has to Indemnitee under this Agreement (i) if, such claim was materially and adversely affected by such failure, and then only to the extent that, the Company has been materially prejudiced by Indemnitee's failure to is thereby actually so notify the Company, and (ii) as provided in Section 4(c). Indemnitee prejudiced. (b) Defense of Claims. The Company 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 defense of any Claim relating to an Indemnifiable Event at its own expense and 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 such Claim, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by Indemnitee in connection with the Indemnitee's defense of such Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ its own legal counsel in such Claim, but all Expenses related thereto to such counsel incurred after notice from the Company of its assumption of the defense shall be at Indemnitee's expense unless: own expense; provided, however, that if (i) the Indemnitee's employment of its own legal counsel by Indemnitee has been authorized by the Company; Company, (ii) Indemnitee has reasonably determined that there may be an actual or potential a conflict of interest between Indemnitee and the Company in the defense of the Claim; such 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 in Control, the Indemnitee's employment of its own counsel by Indemnitee has been approved by the Special Counsel; (v) Indemnitee may be subject to criminal liability Independent Counsel or that injunctive relief may be available or (vi) (iv) the Company shall not in fact have employed counsel to assume the defense of such Claim, then Indemnitee shall be entitled to retain its own separate counsel (but not more than one law firm plus, if applicable, local counsel in each respect of which cases any such Claim) and all Expenses of the Claim related to such separate counsel 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
Notification and Defense of Claims. (a) Notice. Promptly As soon as practicable after Indemnitee's receipt by Indemnitee of notice of the commencement of any Claim, Proceeding with respect to which Indemnitee shall, if may make a claim in respect thereof is to be made against the Company under this Agreement, Indemnitee will notify the Company (addressed to the Chief Executive Officer) in writing of the commencement thereof; but the any omission to so to notify the Company will only not relieve the Company of the obligations that...any liability it has may have to Indemnitee under this Agreement (i) if, and except to the extent that, extent, and only to the extent, it can be shown that Indemnitor is materially projected by the failure to timely notify. Further, no such failure to notify shall relieve 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 of any liability it may reasonably require and as shall be within Indemnitee's power. (b) Defense. have to Indemnitee otherwise than under this Agreement. 4 With respect to any Claim as to Proceeding for which Indemnitee notifies provides notice to the Company of the commencement thereof, thereof: (a) the Company will be entitled to participate in the Claim therein at its own expense and expense; (b) except as otherwise provided below, to the extent the Company so wishes, it may may, at its option and jointly with any other indemnifying party similarly notified and electing to assume such defense, assume the defense thereof thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Claim, thereof, the Company shall will not be liable to Indemnitee under this Agreement or otherwise for any Expenses legal or other expenses subsequently incurred by Indemnitee in connection with the defense of such Claim other than thereof, except for reasonable costs of investigation or otherwise as otherwise provided below. Indemnitee 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 of its assumption of the defense thereof shall be at Indemnitee's the expense unless: of Indemnitee unless (i) the Company authorizes Indemnitee's employment of legal counsel by Indemnitee has been authorized by the Company; separate counsel, (ii) Indemnitee has reasonably determined concludes, and so notifies the Company, that there may be is an actual or potential conflict of interest between Indemnitee and the Company and Indemnitee in the 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 shall not in fact have employed counsel to assume the defense of such Claim, action, in each of which cases all Expenses the fees and expenses of the Claim Indemnitee's separate counsel shall be borne by at the Company. Company's expense. The Company 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, Company or as to which Indemnitee shall have made the determination conclusion provided for in clause (ii) and (iii) above or under above; (c) 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 action or claim effected without the Company's its written consent, such consent which shall not to be unreasonably withheld, conditioned or delayed; withheld. The Company shall be permitted to settle any action in its discretion, provided, however, that if any such settlement of an action with respect to which Indemnitee is to be indemnified hereunder shall include a Change of Control has occurred, the Company shall be liable for indemnification full, unconditional release of Indemnitee for amounts paid from all liability on any matters that are the subject of such Proceeding and an acknowledgement that Indemnitee denies all wrongdoing in connection with such matters, and provided further that no settlement if the Special Counsel has approved the settlement. The Company shall not settle any Claim in any manner that would may impose any penalty or limitation on Indemnitee without Indemnitee's written consent. consent, which Indemnitee may give or withhold in Indemnitee's sole discretion; (d) the Company shall, subject to Section 11, advance all expenses Indemnitee incurs in connection with such Proceeding no later than 10 days following Indemnitee's delivery of a written (i) request therefor and (ii) undertaking to repay said amounts if it is determined ultimately that Indemnitee is not entitled to be indemnified under the provisions of this Agreement, the Articles, the Act or otherwise; and (e) nothing in this Section 10 shall entitle Indemnitee to any indemnification, reimbursement or payment other than in accordance with, and as permitted by, section 172 of the Act and applicable law. View More
Notification and Defense of Claims. (a) Notice. Promptly after receipt by (a)Notification of Claims. 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, shall notify the Company (addressed in writing as soon as practicable of any Claim which could relate to the Chief Executive Officer) an Indemnifiable Event or for which Indemnitee could seek Expense Advances, including a brief description (based upon information then availab...le to Indemnitee) of the commencement thereof; but nature of, and the omission so facts underlying, such Claim. The failure by Indemnitee to timely notify the Company will only hereunder shall not relieve the Company from any liability hereunder unless such failure materially prejudices the Company. (b)Defense of the obligations that it has to Indemnitee under this Agreement (i) if, and to the extent that, the Claims. 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 defense of any Claim relating to an Indemnifiable Event at its own expense and 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 such Claim, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by Indemnitee in connection with the Indemnitee's defense of such Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ its own legal counsel in such Claim, but all Expenses related thereto to such counsel incurred after notice from the Company of its assumption of the defense shall be at Indemnitee's expense unless: own expense; provided, however, that if (i) the Indemnitee's employment of its own legal counsel by Indemnitee has been authorized by the Company; Company, (ii) Indemnitee has reasonably determined that there may be an actual or potential a conflict of interest between Indemnitee and the Company in the defense of the Claim; such 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 in Control, the Indemnitee's employment of its own counsel by Indemnitee has been approved by the Special Counsel; (v) Indemnitee may be subject to criminal liability Independent Counsel or that injunctive relief may be available or (vi) (iv) the Company shall not in fact have employed counsel to assume the defense of such Claim, then Indemnitee shall be entitled to retain its own separate counsel (but not more than one law firm plus, if applicable, local counsel in each respect of which cases any such Claim) and all Expenses of the Claim related to such separate counsel 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
Notification and Defense of Claims. (a) Notice. Promptly As soon as practicable after Indemnitee's receipt by Indemnitee of notice of the commencement of any Claim, Proceeding with respect to which Indemnitee shall, if may make a claim in respect thereof is to be made against the Company under this Agreement, Indemnitee will notify the Company (addressed to the Chief Executive Officer) in writing of the commencement thereof; but the any omission to so to notify the Company will only not relieve the Company of the obligations that...any liability it has may have to Indemnitee under this Agreement (i) if, and except to the extent that, extent, and only to the Company has been extent, it can be shown that Indemnitor is materially prejudiced by Indemnitee's the failure to so timely notify. Further, no such failure to notify the Company, and (ii) as provided in Section 4(c). Indemnitee shall give relieve the Company such information and cooperation as of any liability it may reasonably require and as shall be within Indemnitee's power. (b) Defense. have to Indemnitee other than under this Agreement. 4 With respect to any Claim as to Proceeding for which Indemnitee notifies provides notice to the Company of the commencement thereof, thereof: (a) the Company will be entitled to participate in the Claim therein at its own expense and expense; (b) except as otherwise provided below, to the extent the Company so wishes, it may may, at its option and jointly with any other indemnifying party similarly notified and electing to assume such defense, assume the defense thereof thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Claim, thereof, the Company shall will not be liable to Indemnitee under this Agreement or otherwise for any Expenses legal or other expenses subsequently incurred by Indemnitee in connection with the defense of such Claim other than thereof, except for reasonable costs of investigation or otherwise as otherwise provided below. Indemnitee 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 of its assumption of the defense thereof shall be at Indemnitee's the expense unless: of Indemnitee unless (i) the Company authorizes Indemnitee's employment of legal counsel by Indemnitee has been authorized by the Company; separate counsel, (ii) Indemnitee has reasonably determined concludes, and so notifies the Company, that there may be is an actual or potential conflict of interest between Indemnitee and the Company and Indemnitee in the 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 shall not in fact have employed counsel to assume the defense of such Claim, action, in each of which cases all Expenses the fees and expenses of the Claim Indemnitee's separate counsel shall be borne by at the Company. Company's expense. The Company 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, Company or as to which Indemnitee shall have made the determination conclusion provided for in clause (ii) and (iii) above or under above; (c) 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 action or claim effected without the Company's its written consent, such consent which shall not to be unreasonably withheld, conditioned or delayed; withheld. The Company shall be permitted to settle any action in its discretion, provided, however, that if any such settlement of an action with respect to which Indemnitee is to be indemnified hereunder shall include a Change of Control has occurred, the Company shall be liable for indemnification full, unconditional release of Indemnitee for amounts paid from all liability on any matters that are the subject of such Proceeding and an acknowledgement that Indemnitee denies all wrongdoing in connection with such matters, and provided further that no settlement if the Special Counsel has approved the settlement. The Company shall not settle any Claim in any manner that would may impose any penalty or limitation on Indemnitee without Indemnitee's written consent. consent, which Indemnitee may give or withhold in Indemnitee's sole discretion; (d) the Company shall, subject to Section 11, advance all expenses Indemnitee incurs in connection with such Proceeding no later than 10 days following Indemnitee's delivery of a written (i) request therefor and (ii) undertaking to repay said amounts if it is determined ultimately that Indemnitee is not entitled to be indemnified under the provisions of this Agreement, the Articles, the Act or otherwise; and (e) nothing in this Section 10 shall entitle Indemnitee to any indemnification, reimbursement or payment other than in accordance with, and as permitted by, section 172 of the Act and applicable law. View More
