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, Indemnitee shall, if As a claim in respect thereof is condition precedent to an Indemnitee's right to be made against the Company under this Agreement, indemnified, such Indemnitee must notify the Company (addressed to the Chief Executive Officer) Corporation in writing as soon as practicable of the commencement thereof; but the omission so to notify the Company Exhibit A – Page 6 any action, suit, proce...eding or investigation involving such Indemnitee for which indemnity 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 or could be within Indemnitee's power. (b) Defense. sought. With respect to any Claim as to action, suit, proceeding or investigation of which Indemnitee notifies the Company of Corporation is so notified, the commencement thereof, the Company Corporation 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 counsel reasonably satisfactory acceptable to Indemnitee. After notice from the Company Corporation to Indemnitee of its election so to assume such defense, the defense of any Claim, the Company Corporation shall 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 action, suit, proceeding or investigation, other than reasonable costs of investigation or as otherwise provided below. below in this Section 4. Indemnitee shall have the right to employ legal his or her own counsel in connection with such Claim, action, suit, proceeding or investigation, but all Expenses related thereto the fees and expenses of such counsel incurred after notice from the Company Corporation of its assumption of the defense thereof shall be at Indemnitee's the expense unless: of Indemnitee unless (i) the employment of legal counsel by Indemnitee has been authorized by the Company; Corporation, (ii) 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 the Corporation and Indemnitee and in the Company in conduct of the defense of the Claim; such action, suit, proceeding or investigation or (iii) the named parties in any such Claim (including any impleaded parties) include the Company or any Subsidiary of the Company, on the one hand, and Indemnitee, on the other hand, and Indemnitee concludes, after consultation with counsel, that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company or any Subsidiary of the Company; (iv) after a Change of Control, the employment of counsel by Indemnitee has been approved by the Special Counsel; (v) Indemnitee may be subject to criminal liability or that injunctive relief may be available or (vi) the Company Corporation shall not in fact have employed counsel to assume the defense of such Claim, action, suit, proceeding or investigation, 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 Corporation, except as otherwise expressly provided by the Company. this Article X. The Company Corporation 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, Corporation or as to which counsel for Indemnitee shall have reasonably made 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 Corporation shall not be liable required to indemnify Indemnitee under this Agreement or otherwise Article X for any amounts paid in settlement of any Claim action, suit, proceeding or investigation effected without the Company's its written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that if a Change of Control has occurred, the Company shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Special Counsel has approved the settlement. consent. The Company Corporation shall not settle Exhibit A – Page 7 any Claim action, suit, proceeding or investigation in any manner that which would impose any penalty or limitation on Indemnitee without Indemnitee's written consent. Neither the Corporation nor Indemnitee will unreasonably withhold or delay its consent to any proposed settlement. View More
Notification and Defense of Claims. (a) Notice. Promptly after receipt by As a condition precedent to an Indemnitee's right to be indemnified, such Indemnitee of notice of must notify the commencement Corporation in writing as soon as practicable of any Claim, action, suit, proceeding or investigation involving such Indemnitee shall, if a claim in respect thereof is to for which indemnity will or could be made against the Company under this Agreement, notify the Company (addressed to the Chief Executive Officer) of the commencemen...t 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. sought. With respect to any Claim as to action, suit, proceeding or investigation of which Indemnitee notifies the Company of Corporation is so notified, the commencement thereof, the Company Corporation 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 counsel reasonably satisfactory acceptable to Indemnitee. After notice from the Company Corporation to Indemnitee of its election so to assume such defense, the defense of any Claim, the Company Corporation shall 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 action, suit, proceeding or investigation, other than reasonable costs of investigation or as otherwise provided below. below in this Section 4. Indemnitee shall have the right to employ legal his or her own counsel in connection with such Claim, action, suit, proceeding or investigation, but all Expenses related thereto the fees and expenses of such counsel incurred after notice from the Company Corporation of its 2 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; Corporation, (ii) 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 the Corporation and Indemnitee and in the Company in conduct of the defense of the Claim; such action, suit, proceeding or investigation or (iii) the named parties in any such Claim (including any impleaded parties) include the Company or any Subsidiary of the Company, on the one hand, and Indemnitee, on the other hand, and Indemnitee concludes, after consultation with counsel, that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company or any Subsidiary of the Company; (iv) after a Change of Control, the employment of counsel by Indemnitee has been approved by the Special Counsel; (v) Indemnitee may be subject to criminal liability or that injunctive relief may be available or (vi) the Company Corporation shall not in fact have employed counsel to assume the defense of such Claim, action, suit, proceeding or investigation, 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 Corporation, except as otherwise expressly provided by the Company. this Article FIFTH. The Company Corporation 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, Corporation or as to which counsel for Indemnitee shall have reasonably made 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 Corporation shall not be liable required to indemnify Indemnitee under this Agreement or otherwise Article FIFTH for any amounts paid in settlement of any Claim action, suit, proceeding or investigation effected without the Company's its written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that if a Change of Control has occurred, the Company shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Special Counsel has approved the settlement. consent. The Company Corporation shall not settle any Claim action, suit, proceeding or investigation in any manner that which would impose any penalty or limitation on Indemnitee without Indemnitee's written consent. Neither the Corporation nor Indemnitee will unreasonably withhold or delay its consent to any proposed settlement. View More
Notification and Defense of Claims. (a) Notice. Promptly after receipt by As a condition precedent to an Indemnitee's right to be indemnified, such Indemnitee of notice of must notify the commencement Corporation in writing as soon as practicable of any Claim, action, suit, proceeding or investigation involving such Indemnitee shall, if a claim in respect thereof is to for which indemnity will or could be made against the Company under this Agreement, notify the Company (addressed to the Chief Executive Officer) of the commencemen...t 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. sought. With respect to any Claim as to action, suit, proceeding or investigation of which Indemnitee notifies the Company of Corporation is so notified, the commencement thereof, the Company Corporation 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 counsel reasonably satisfactory acceptable to Indemnitee. After notice from the Company Corporation to Indemnitee of its election so to assume such defense, the defense of any Claim, the Company Corporation shall 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 action, suit, proceeding or investigation, other than reasonable costs of investigation or as otherwise provided below. below in this Section 4. Indemnitee shall have the right to employ legal his or her own counsel in connection with such Claim, action, suit, proceeding or investigation, but all Expenses related thereto the fees and expenses of such counsel incurred after notice from the Company Corporation of its assumption of the defense thereof shall be at Indemnitee's the expense unless: of Indemnitee unless (i) the employment of legal counsel by Indemnitee has been authorized by the Company; Corporation, (ii) 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 the Corporation and Indemnitee and in the Company in conduct of the defense of the Claim; such action, suit, proceeding or investigation or (iii) the named parties in any such Claim (including any impleaded parties) include the Company or any Subsidiary of the Company, on the one hand, and Indemnitee, on the other hand, and Indemnitee concludes, after consultation with counsel, that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company or any Subsidiary of the Company; (iv) after a Change of Control, the employment of counsel by Indemnitee has been approved by the Special Counsel; (v) Indemnitee may be subject to criminal liability or that injunctive relief may be available or (vi) the Company Corporation shall not in fact have employed counsel to assume the defense of such Claim, action, suit, proceeding or investigation, 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 Corporation, except as otherwise expressly provided by the Company. this Article EIGHTH. The Company Corporation 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, Corporation or as to which counsel for Indemnitee shall have reasonably made 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 Corporation shall not be liable required to indemnify Indemnitee under this Agreement or otherwise Article EIGHTH for any amounts paid in settlement of any Claim action, suit, proceeding or investigation effected without the Company's its written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that if a Change of Control has occurred, the Company shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Special Counsel has approved the settlement. consent. The Company Corporation shall not settle any Claim action, suit, proceeding or investigation in any manner that which would impose any penalty or limitation on Indemnitee without Indemnitee's written consent. Neither the Corporation nor Indemnitee will unreasonably withhold or delay its consent to any proposed settlement. View More
Notification and Defense of Claims. (a) Notice. Promptly after receipt by As a condition precedent to the Indemnitee's right to be indemnified, the Indemnitee of notice of must notify the commencement Corporation in writing as soon as practicable of any Claim, Indemnitee shall, if a claim in respect thereof is to Proceeding for which indemnity will or could 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 sought, provide...d that failure to notify the Company will only relieve the Company of the obligations that it has to does not preclude any Indemnitee under this Agreement (i) if, and rights hereunder, except to the extent that, that the Company has been Corporation is materially prejudiced adversely affected 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. failure. The Indemnitee shall have the right to employ legal his or her own counsel in connection with such Claim, but all Expenses related thereto incurred after notice from Proceeding, and the Company fees and expenses of its assumption of counsel for the defense Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement, and provided that Indemnitee's expense unless: (i) counsel shall cooperate reasonably with the employment Corporation's counsel to minimize the cost of legal counsel by Indemnitee has been authorized by defending claims against the Company; (ii) Indemnitee has reasonably determined that there may be an actual or potential conflict of interest between Indemnitee Corporation 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. Indemnitee. (b) The Company Corporation shall not be entitled, without the consent of Indemnitee, to assume the defense of any Claim brought by or on behalf of the Company, or as to which Indemnitee shall have made the determination provided for in (ii) and (iii) above or under the circumstances provided for in (iv), (v) and (vi) above. 6 (c) Settlement of Claims. The Company shall not be liable required to indemnify the Indemnitee under this Agreement or otherwise for any amounts paid in settlement of any Claim Proceeding effected without the Company's its written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that if a Change of Control has occurred, the Company shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Special Counsel has approved the settlement. consent. The Company Corporation shall not settle any Claim Proceeding in any manner that would impose any penalty or limitation on the Indemnitee or not fully release the Indemnitee without the Indemnitee's written consent. Neither the Corporation nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement. View More
Notification and Defense of Claims. (a) Notice. Promptly after receipt by As a condition precedent to [his/her] or its right to be indemnified, the Indemnitee of notice of must notify the commencement Corporation in writing as soon as practicable of any Claim, Indemnitee shall, if a claim in respect thereof is to Proceeding for which indemnity will or could 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 C...ompany 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. sought. With respect to any Claim as to Proceeding of which Indemnitee notifies the Company of Corporation is so notified, the commencement thereof, the Company Corporation 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 counsel reasonably satisfactory acceptable to the Indemnitee. After notice from the Company Corporation to the Indemnitee of its election to assume such defense, the defense of any Claim, the Company Corporation shall not be liable to the Indemnitee under this Agreement or otherwise for any 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 Paragraph 8. The Indemnitee shall have the right to employ legal [him/her] or its own counsel in connection with such Claim, Proceeding, but all the Expenses related thereto of such counsel incurred after notice from the Company Corporation of its assumption of the defense thereof shall be at Indemnitee's the expense unless: of the Indemnitee unless (i) the employment of legal counsel by the Indemnitee has been authorized by the Company; Corporation, (ii) counsel to the Indemnitee has and to the Corporation 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 the Corporation and the Company 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 Corporation shall not in fact have employed counsel to assume the defense of such Claim, Proceeding, in each of which cases all the Expenses of counsel for the Claim Indemnitee shall be borne at the expense of the Corporation, except as otherwise expressly provided by the Company. this Agreement. The Company Corporation shall not be entitled, without the prior written consent of the Indemnitee, to assume the defense of any Claim Proceeding brought by or on behalf in the right of the Company, Corporation or as to which counsel for the Indemnitee shall have reasonably made 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 Corporation shall not be liable required to indemnify the Indemnitee under this Agreement or otherwise for any amounts paid in settlement of any Claim effected Proceeding affected without the Company's its written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that if a Change of Control has occurred, the Company shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Special Counsel has approved the settlement. consent. The Company Corporation shall not settle any Claim Proceeding in any manner that would impose any penalty or limitation on the Indemnitee without the Indemnitee's written consent. Neither the Corporation nor the Indemnitee will unreasonably withhold or delay 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 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 7.2.Except as otherwise provided below, 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 alone or jointly with any Claim as to which Indemnitee notifies the Company of the commencement thereof, the Company other indemnifying party similarly notified, 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 thereof, with counsel reasonably satisfactory to Indemnitee. After notice from selected by the Company. 7.4.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 conduct 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 as it sees fit in its sole discretion (provided 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 conduct the defense in good faith and in a diligent manner and that the Company and its counsel shall keep the indemnitee reasonably notified on a regular basis of such Claim, all events in each the action), including the right to settle or compromise any claim or to consent to the entry of which cases all Expenses of the Claim shall be borne by the Company. The Company shall not be entitled, any judgment against Indemnitee without the consent of the Indemnitee, provided that, the amount of such settlement, compromise or judgment does not exceed the Limit Amount (if applicable) and is fully indemnifiable pursuant 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 (subject to Section 1.2 of this Agreement) and/or applicable law, and any such settlement, compromise or otherwise for any amounts paid in settlement of any Claim effected without the Company's written consent, such consent judgment does 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 the Indemnitee's prior written consent. 7.5.Indemnitee shall fully cooperate with the Company and shall give the Company all information and access to documents, files and to his advisors and representatives as shall be within Indemnitee's power, in every reasonable way as may be required by the Company with respect to any claim which is the subject matter of this Agreement and in the defense of other claims asserted against the Company (other than claims asserted by Indemnitee), provided that the Company shall cover all expenses, costs and fees incidental thereto such that the Indemnitee will not be required to pay or bear such expenses, costs and fees. View More
Notification and Defense of Claims. (a) Notice. Promptly Not later than ten (10) days after receipt by Indemnitee of notice of the commencement of any Claim, Action, Indemnitee shall, will notify Corporation of the commencement thereof if a claim in respect thereof is to be made against the Company Corporation under this Agreement, notify the Company (addressed to the Chief Executive Officer) of the commencement thereof; but the omission to so to notify the Company Corporation will only not relieve the Company of the obligations t...hat it has from any liability which it may have to Indemnitee under this Agreement (i) if, or otherwise unless and only to the extent that, that such omission materially prejudices 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. Corporation. With respect to any Claim such Action as to which Indemnitee notifies the Company Corporation of the commencement thereof, the Company thereof: (a) Corporation 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, that it may wish, Corporation jointly with any other indemnifying party similarly notified will be entitled to assume the defense thereof thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Company Corporation to Indemnitee of its election to assume the defense of any Claim, the Company shall thereof, Corporation will not be liable to Indemnitee under this Agreement or otherwise for any legal or other Expenses subsequently incurred by Indemnitee in connection with the defense of such Claim thereof other than reasonable costs of investigation incurred or as otherwise provided below. Indemnitee shall have the right to employ legal its separate counsel in such Claim, Action but all Expenses related thereto the fees and expenses of such counsel incurred after 3 notice from the Company Corporation 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; (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) Board, (ii) Indemnitee shall have reasonably concluded that there may be subject to criminal liability a conflict of interest between Corporation and Indemnitee in the conduct of the defense of such Action or that injunctive relief may be available or (vi) the Company (iii) Corporation shall not in fact have employed counsel to assume the defense of such Claim, Action, in each of which cases all the Expenses of the Claim Indemnitee's separate counsel shall be borne paid by the Company. The Company Corporation. Corporation shall not be entitled, without the consent of Indemnitee, entitled to assume the defense of any Claim action, suit or proceeding brought by or on behalf of the Company, Corporation or as to which Indemnitee 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 Corporation shall not be liable to indemnify Indemnitee under this Agreement or otherwise for any amounts paid in settlement of any Claim Action effected without the Company's its prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that if a Change of Control has occurred, the Company consent. Corporation shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Special Counsel has approved the settlement. The Company permitted to settle any Action except that it shall not without Indemnitee's written consent (i) settle any Claim Action in any manner that which would impose any penalty or limitation on Indemnitee without Indemnitee's written consent. or (ii) settle with respect to other parties (including Corporation) any part of any Action to which Indemnitee is party. Neither Corporation nor Indemnitee will unreasonably withhold consent to any proposed settlement. View More
Notification and Defense of Claims. (a) Notice. Promptly after receipt by As a condition precedent to his right to be indemnified, the Indemnitee of notice of must notify the commencement Corporation in writing as soon as practicable of any Claim, Indemnitee shall, if a claim in respect thereof is to action, suit, proceeding or investigation involving him for which indemnity will or could 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. sought. With respect to any Claim as to action, suit, proceeding or investigation of which Indemnitee notifies the Company of Corporation is so notified, the commencement thereof, the Company Corporation 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 counsel reasonably satisfactory acceptable to the Indemnitee. After notice from the Company Corporation to the Indemnitee of its election so to assume such defense, the defense of any Claim, the Company Corporation 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 claim, other than reasonable costs of investigation or as otherwise provided below. below in this Section 4. The Indemnitee shall have the right to employ legal his own counsel in connection with such Claim, claim, but all Expenses related thereto the fees and expenses of such counsel incurred after notice from the Company Corporation of its assumption of the defense thereof shall be at Indemnitee's the expense unless: of the Indemnitee unless (i) the employment of legal counsel by the Indemnitee has been authorized by the Company; Corporation, (ii) counsel to the 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 the Corporation and the Company 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 Corporation 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 counsel for the Indemnitee shall be at the expense of the Claim shall be borne Corporation, except as otherwise expressly provided by the Company. this Article. The Company Corporation shall not be entitled, without the consent of the Indemnitee, to assume the defense of any Claim claim brought by or on behalf in the right of the Company, Corporation or as to which counsel for the Indemnitee shall have reasonably made 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 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 As a condition precedent to the Indemnitee's right to be indemnified, the Indemnitee of notice of must notify the commencement Corporation in writing as soon as practicable of any Claim, Indemnitee shall, if a claim in respect thereof is Proceeding for which indemnity will or could be sought; provided that failure or delay to be made against provide such notice shall not limit the Company under this Agreement, notify the Company (addressed Indemnitee's right... 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 indemnification hereunder except to the extent that, the Company has been materially Corporation is prejudiced by Indemnitee's such failure to so notify the Company, and (ii) as provided in Section 4(c). Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within Indemnitee's power. (b) Defense. or delay. With respect to any Claim as to Proceeding of which Indemnitee notifies the Company of Corporation is so notified, the commencement thereof, the Company Corporation 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 counsel reasonably satisfactory acceptable to the Indemnitee. After notice from the Company Corporation to the Indemnitee of its election so to assume such defense, the defense of any Claim, the Company Corporation 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 8. The Indemnitee shall have the right to employ legal his or her 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 Corporation 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; Corporation, (ii) counsel to the 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 the Corporation and the Company 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 Corporation 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 the Indemnitee shall be at the expense of the Claim Corporation, except as otherwise expressly provided by this Agreement, and provided that Indemnitee's counsel shall be borne by cooperate reasonably with the Company. Corporation's counsel to minimize the cost of defending claims against the Corporation and the Indemnitee. The Company Corporation shall not be entitled, without the consent of the Indemnitee, to assume the defense of any Claim claim brought by or on behalf in the right of the Company, Corporation or as to which counsel for the Indemnitee shall have reasonably made 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 Corporation shall not be liable required to indemnify the Indemnitee under this Agreement or otherwise for any amounts paid in settlement of any Claim Proceeding effected without the Company's its written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that if a Change of Control has occurred, the Company shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Special Counsel has approved the settlement. consent. The Company Corporation shall not settle any Claim Proceeding in any manner that would impose any penalty or limitation on the Indemnitee without the Indemnitee's written consent. Neither the Corporation nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement. 4 9. Advancement of Expenses. Subject to the provisions of Section 10, in the event that (a) the Corporation does not assume the defense pursuant to Section 8 of any Proceeding of which the Corporation receives notice under this Agreement or (b) the Corporation assumes such defense but Indemnitee is, pursuant to Section 8, entitled to have the fees and costs of Indemnitee's own counsel paid for by the Corporation, any Expenses actually and reasonably incurred by or on behalf of the Indemnitee in defending such Proceeding shall be paid by the Corporation in advance of the final disposition of such Proceeding; provided, however, that the payment of such Expenses incurred by or on behalf of the Indemnitee in advance of the final disposition of such Proceeding shall be made only upon receipt of an undertaking by or on behalf of the Indemnitee to repay all amounts so advanced in the event that it shall ultimately be determined that the Indemnitee is not entitled to be indemnified by the Corporation as authorized in this Agreement. Such undertaking shall be accepted without reference to the financial ability of the Indemnitee to make repayment. Any advances and undertakings to repay pursuant to this Section 9 shall be unsecured and interest-free. View More
Notification and Defense of Claims. (a) Notice. Promptly after receipt by As a condition precedent to the Indemnitee's right to be indemnified, the Indemnitee of notice of must notify the commencement Corporation in writing as soon as practicable of any Claim, Indemnitee shall, if a claim in respect thereof is to Proceeding for which indemnity will or could 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 C...ompany 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. sought. With respect to any Claim as to Proceeding of which Indemnitee notifies the Company of Corporation is so notified, the commencement thereof, the Company Corporation 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 counsel reasonably satisfactory acceptable to the Indemnitee. After notice from the Company Corporation to the Indemnitee of its election so to assume such defense, the defense of any Claim, the Company Corporation 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. The Indemnitee shall have the right to employ legal his or her 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 Corporation 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; Corporation, (ii) counsel to the 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 the Corporation and the Company 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 Corporation 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 the Indemnitee shall be at the expense of the Claim Corporation, except as otherwise expressly provided by this Agreement, and provided that Indemnitee's counsel shall be borne by cooperate reasonably with the Company. Corporation's counsel to minimize the cost of defending claims against the Corporation and the Indemnitee. The Company Corporation shall not be entitled, without the consent of the Indemnitee, to assume the defense of any Claim claim brought by or on behalf in the right of the Company, Corporation or as to which counsel for the Indemnitee shall have reasonably made 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 Corporation shall not be liable required to indemnify the Indemnitee under this Agreement or otherwise for any amounts paid in settlement of any Claim Proceeding effected without the Company's its written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that if a Change of Control has occurred, the Company shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Special Counsel has approved the settlement. consent. The Company Corporation shall not settle any Claim Proceeding in any manner that would impose any penalty or limitation on the Indemnitee without the Indemnitee's written consent. Neither the Corporation nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement. 8. Advancement of Expenses. In the event that the Corporation docs not assume the defense pursuant to Section 7 of any Proceeding of which the Corporation receives notice under this Agreement, any Expenses actually and reasonably incurred by or on behalf of the Indemnitee in defending such Proceeding shall be paid by the Corporation in advance of the final disposition of such Proceeding; provided, however, that the payment of such Expenses incurred by or on behalf of the Indemnitee in advance of the final disposition of such Proceeding shall be made only upon receipt of an undertaking by or on behalf of the Indemnitee to repay all amounts so advanced in the event that it shall ultimately be determined that the Indemnitee is not entitled to be indemnified by the Corporation as authorized in this Agreement. Such undertaking shall be accepted without reference to the financial ability of the Indemnitee to make repayment. Any advances and undertakings to repay pursuant to this Section 8 shall be unsecured and interest-free. View More
