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 Indemnitee of notice of the commencement of any Claim, Proceeding, 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) of the commencement thereof; but the omission so to notify the Company will only not relieve the Company of the obligations that from any liability which it has may have to Indemnitee under this Agreement (i) if, unless and... only to the extent that, that such omission can be shown to have prejudiced the Company has been materially prejudiced by Indemnitee's failure Company's ability to so notify defend 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. Proceeding. (b) Defense. Defense of Claim. With respect to any Claim such Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the thereof: (i) The Company will be entitled to may participate in the Claim therein at its own expense and except as otherwise provided below, to the extent the Company so wishes, it expense; (ii) The Company, jointly with any other indemnifying party similarly notified, may assume the defense thereof thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election so to assume the defense of any Claim, thereof, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses legal or other expenses (other than reasonable costs of investigation) 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) thereof unless (A) the employment of legal counsel by Indemnitee has been authorized by the Company; (ii) Company, (B) Indemnitee has shall have reasonably determined concluded that there may be an actual or potential a conflict of interest 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 action, 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, action, in each of which cases all Expenses 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 action, suit or proceeding brought by or on behalf of the Company, Company or as to which Indemnitee shall have made the determination conclusion provided for in (ii) and (B) above; -5- (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 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; (iv) The Company shall not settle any Claim action or claim in any manner that which would impose any penalty or limitation on Indemnitee without Indemnitee's written consent. consent; and (v) Neither the Company nor Indemnitee will unreasonably withhold its, his or her consent to any proposed settlement. (c) Notice to Insurers. If, at the time of the receipt of a notice of a claim pursuant to Section 5(a) hereof, 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 desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policies. View More
Notification and Defense of Claims. (a) Notice. Promptly after receipt by Indemnitee of notice of the commencement of agrees promptly, but in 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 event no later than 45 days, to notify the Company will only in writing upon being served with or otherwise receiving any summons, citation, subpoena, complaint, indict...ment, information or other document relating to any Proceeding or any other matter that may be subject to indemnification hereunder. The failure to notify the Company promptly shall not relieve the Company of the obligations from any obligation that it has may have to Indemnitee under this Agreement (i) if, or otherwise 4 unless and only to the extent that, that the Company has been is prejudiced 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. failure. With respect to any Claim Proceeding as to which Indemnitee notifies the Company of the commencement thereof, thereof: (a) the Company will shall 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, that it may wish, the Company, jointly with any other indemnifying party similarly notified, shall be entitled to assume the defense thereof thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its the Company's election to assume the defense of any Claim, thereof, 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 thereof other than reasonable costs of investigation or as otherwise provided below. herein. Indemnitee shall have the right to employ legal Indemnitee's own counsel in such Claim, Proceeding, but all the Expenses related thereto associated with the employment 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 employment of legal counsel by Indemnitee has been authorized by the Company; Company, (ii) Indemnitee has shall have reasonably determined concluded based on the advice of counsel that there may be an actual or potential a conflict of interest between Indemnitee and the Company and Indemnitee in the conduct of the defense of the Claim; such Proceeding 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, Proceeding, and in each of which cases all case the Expenses of the Claim Indemnitee's separate counsel shall be borne by 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 in the case that Indemnitee shall have made the determination conclusion provided for in clause (ii) of the preceding sentence; and (iii) above or under (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 Proceeding effected without the Company's 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 withheld. The Company 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 does not provide for the unconditional release from liability of Indemnitee or would impose any penalty penalty, out-of-pocket liability or limitation on Indemnitee without Indemnitee's written consent. consent, which consent shall not be unreasonably withheld. View More
Notification and Defense of Claims. (a) Notice. Promptly after receipt by Indemnitee of notice of the commencement of agrees promptly, but in 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 event no later than 45 days, to notify the Company will only in writing upon being served with or otherwise receiving any summons, citation, subpoena, complaint, indict...ment, information or other document relating to any Proceeding or any other matter that may be subject to indemnification hereunder. The failure to notify the Company promptly shall not relieve the Company of the obligations from any obligation that it has may have to Indemnitee under this Agreement (i) if, or otherwise unless and only to the extent that, that the Company has been is prejudiced 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. failure. With respect to any Claim Proceeding as to which Indemnitee notifies the Company of the commencement thereof, thereof: (a) the Company will shall be entitled to participate in the Claim therein at its own expense and expense; 4 (b) except as otherwise provided below, 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 thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its the Company's election to assume the defense of any Claim, thereof, 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 thereof other than reasonable costs of investigation or as otherwise provided below. herein. Indemnitee shall have the right to employ legal Indemnitee's own counsel in such Claim, Proceeding, but all the Expenses related thereto associated with the employment 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 employment of legal counsel by Indemnitee has been authorized by the Company; Company, (ii) Indemnitee has shall have reasonably determined concluded based on the advice of counsel that there may be an actual or potential a conflict of interest between Indemnitee and the Company and Indemnitee in the conduct of the defense of the Claim; such Proceeding 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, Proceeding, and in each of which cases all case the Expenses of the Claim Indemnitee's separate counsel shall be borne by 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 in the case that Indemnitee shall have made the determination conclusion provided for in clause (ii) of the preceding sentence; and (iii) above or under (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 Proceeding effected without the Company's 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 withheld. The Company 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 does not provide for the unconditional release from liability of Indemnitee or would impose any penalty penalty, out-of-pocket liability or limitation on Indemnitee without Indemnitee's written consent. consent, which consent shall not be unreasonably withheld. View More
Notification and Defense of Claims. (a) Notice. Promptly Not later than thirty (30) days 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) of the commencement thereof; but the any omission to so to notify the Company will only not relieve the Company of the obligations that an...y 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 materially prejudiced by extent, it can be shown that Indemnitee's failure to so timely notify the Company, and (ii) as provided in Section 4(c). directly caused damage to Indemnitee shall give or the Company in such information and cooperation as Proceeding. Further, no such failure to notify shall relieve the Company 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. 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; 3 (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 full, unconditional release of Control has occurred, the Company shall be liable for indemnification of Indemnitee for amounts paid in Indemnitee, 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 8, advance all expenses Indemnitee incurs in connection with such Proceeding promptly 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 7 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 Indemnitee of notice of the commencement of any Claim, Proceeding, 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) in writing of the commencement thereof; but the omission so to notify the Company will only shall not relieve the Company of the obligations it from any liability that it has may have to Indemnitee under Indemnitee. Notwithstandi...ng any other provision of 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 Agreement, with respect to any Claim as to such Proceeding of which Indemnitee notifies the Company: (a) The Company of the commencement thereof, the Company will shall be entitled to participate in the Claim therein at its own expense expense; and except (b) Except as otherwise provided below, in this Section 15(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 thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election so to assume the defense of any Claim, thereof, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses expenses of counsel subsequently incurred by Indemnitee in connection with the defense of such Claim other than reasonable costs of investigation or thereof except as otherwise provided below. Indemnitee shall have the right to employ legal Indemnitee's own 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 employment of legal counsel by Indemnitee has been authorized by the Company; Company, (ii) Indemnitee has reasonably determined concludes, based upon an opinion of counsel approved by the Company, which approval shall not be 7 unreasonably withheld, that there may be an actual or potential a conflict of interest between Indemnitee and the Company and Indemnitee in the conduct of the defense of the Claim; such Proceeding, 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 within 60 calendar days of receipt of notice from Indemnitee in fact have employed counsel to assume the defense of such Claim, the Proceeding, in each of which cases all Expenses the fees and expenses of the Claim Indemnitee's 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 Indemnitee shall have made the determination conclusion provided for in (ii) above; and (iii) above or under (c) If the circumstances provided for in (iv), (v) and (vi) above. 6 (c) Settlement Company has assumed the defense of Claims. The a Proceeding, the Company shall not be liable to indemnify Indemnitee under this Agreement or otherwise for any amounts paid in settlement of any Claim Proceeding 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. consent. The Company shall not settle any Claim Proceeding in any manner that would impose any penalty or limitation on ongoing obligation with respect to Indemnitee without Indemnitee's written consent. consent; it being understood that the Company may settle any claim for monetary relief at its own discretion. Neither the Company nor Indemnitee shall unreasonably withhold its consent to any proposed settlement. View More
Notification and Defense of Claims. (a) Notice. Promptly after receipt by Indemnitee of notice of the commencement or threatened commencement of any Claim, Proceeding, Indemnitee shall, will, if a claim for indemnification in respect thereof is to be made by Indemnitee against the Company under this Agreement, notify the Company (addressed to the Chief Executive Officer) in writing of the commencement and nature thereof; but the omission provided, however, that a failure by Indemnitee to so to notify the Company will only not reli...eve the Company of the obligations from any obligation that it has may have to Indemnitee 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 Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the thereof: (a) The Company will be entitled to participate in the Claim therein at its own expense expense; and except 3 (b) Except as otherwise provided below, to the extent that it may wish, the Company so wishes, it may jointly with any other indemnifying party similarly notified will be entitled to assume the defense thereof thereof, with counsel reasonably satisfactory selected by the Company and consented to Indemnitee. by Indemnitee, which consent shall not be unreasonably withheld. After written notice from the Company to Indemnitee of its election so 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 thereof, other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal his or her own counsel in such Claim, Proceeding, but all Expenses related thereto the fees and expenses of such counsel incurred by Indemnitee after the notice from the Company of its assumption of the defense of such Proceeding shall be at Indemnitee's the expense unless: of Indemnitee 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 authorized in writing by the Special Counsel; (v) Company; (ii) in the opinion of counsel for the Company, a conflict of interest between the Company and Indemnitee may be subject to criminal liability exists in the conduct of the defense of such Proceeding; 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, Proceeding, in each of which cases all Expenses the reasonable fees and expenses of the Claim Indemnitee's 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 Indemnitee shall have made a conflict of interest exists between the determination provided for in (ii) Company and (iii) above or under the circumstances provided for in (iv), (v) and (vi) above. 6 Indemnitee. (c) Settlement of Claims. The Company shall not be liable to indemnify Indemnitee under this Agreement or otherwise for any amounts paid or agreed upon by Indemnitee in settlement of any Claim effected Proceeding 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. Company. The Company shall not settle any Claim Proceeding in any manner that would impose any penalty or limitation on Indemnitee without Indemnitee's written consent. Neither the Company nor Indemnitee will unreasonably withhold its consent to any proposed settlement. 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 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 agrees promptly to notify the Company will only relieve the Company of the obligations that it has in writing upon being served with any summons, citation, subpoena, complaints, indictment, in...formation or other document relating to Indemnitee under this Agreement (i) if, and any Proceeding or matter which may be subject to the extent that, the Company has been materially prejudiced by Indemnitee's indemnification covered hereunder. The failure to so notify the Company, and (ii) as provided in Section 4(c). Indemnitee Company shall give not relieve the Company such information and cooperation as of any obligation which it may reasonably require and as shall be within Indemnitee's power. (b) Defense. With have to the Indemnitee under this Agreement or otherwise. Notwithstanding any other provision of this Agreement, with respect to any Claim as to such Proceeding of which Indemnitee notifies the Company of the commencement thereof, the Company: (a) The Company will be entitled to participate in the Claim therein at its own expense and except expense; (b) Except as otherwise provided below, in this Section 11(b), to the extent the Company so wishes, that it may wish, the Company, together with any other indemnifying party similarly notified, shall be entitled to assume the defense thereof thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election so to assume the defense of any Claim, thereof, 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 thereof except as otherwise provided below. Indemnitee shall have the right to employ legal Indemnitee's own 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 employment of legal counsel by Indemnitee has been authorized by the Company; Company, (ii) Indemnitee has shall have reasonably determined concluded that there may be an actual or potential a 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, the action, in each of which cases all Expenses the fees and expenses of the Claim Indemnitee's 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 Indemnitee shall have made the determination conclusion provided for in (ii) above; 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 Proceeding 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. consent. The Company shall not settle any Claim Proceeding in any manner that would impose any penalty or limitation on or disclosure obligation with respect to Indemnitee without Indemnitee's written consent. Neither the Company nor Indemnitee will unreasonably withhold its consent to any proposed settlement. View More
Notification and Defense of Claims. (a) Notice. Promptly Within 30 days after receipt by Indemnitee of notice of the commencement of any Claim, a Claim which may involve an Indemnifiable Event, Indemnitee shall, will, if a claim in respect thereof is to be made against the Company under this Agreement, notify submit to the Company (addressed to a written notice identifying the Chief Executive Officer) of the commencement thereof; proceeding, but the omission so to notify the Company will only not relieve the Company of the obligat...ions that it has from any liability which it may have to Indemnitee under this Agreement (i) if, and to the extent that, unless the Company has been is 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. lack of notice. With respect to any such Claim as to which Indemnitee notifies 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; -4- (b) except as otherwise provided below, to the extent that it may wish, the Company so wishes, it may jointly with any other indemnifying party similarly notified will be entitled to assume the defense thereof thereof, with counsel reasonably selected by the Board of Directors and 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 thereof other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal its own 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 of its assumption of the defense thereof shall be at Indemnitee's the expense unless: of Indemnitee unless (i) the employment of legal counsel by Indemnitee has been authorized by the Company; Company, (ii) Indemnitee has shall have reasonably determined concluded that there may be an actual or potential a 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 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 claim 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) above; and (iii) above or under (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 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 action or claim in any manner that which would impose any penalty or limitation on Indemnitee without Indemnitee's written consent. Neither the Company nor Indemnitee will unreasonably withhold or delay their consent to any proposed settlement. View More
