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 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 does 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
Notification and Defense of Claims. (a) Notice. Promptly after receipt by As a condition precedent to his/her 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 Proceeding for which indemnity will or could be sought by him and provide the Corporation with a claim in respect thereof copy of any summons, citation, subpoena, complaint, indictment, information or other document relating to such Proceeding with which he/she i...s 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. served. 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 claim, other than reasonable costs of investigation or as otherwise provided below. below in this Paragraph 7. The Indemnitee shall have the right to employ legal his/her 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 Agreement. 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 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 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 selected 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 7.3.The Company shall not be liable to indemnify Indemnitee under this Agreement or otherwise for any amounts or expenses paid in connection with a settlement of any Claim action, claim or otherwise, effected without the Company's prior written consent, such consent not 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 or her advisors and representatives as shall be unreasonably withheld, conditioned or delayed; provided, however, 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 if a Change of Control has occurred, the Company shall cover all expenses, costs and fees incidental thereto such that the Indemnitee will not 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 required to pay or limitation on Indemnitee without Indemnitee's written consent. bear such expenses, costs and fees. 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. consent unless, in the case of a monetary penalty, the Corporation agrees to pay such monetary penalty. 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 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 Paragraph 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 shall be borne Corporation, except as otherwise expressly provided by the Company. this Agreement. 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 3 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 which 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. 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 Indernnitee'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. 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 3 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. 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. 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. View More
Notification and Defense of Claims. (a) Notice. Promptly To obtain indemnification under this Agreement, Indemnitee shall submit to the Corporation a written request therefor. As soon as practicable, and in any event, not later than thirty (30) days after receipt Indemnitee becomes aware, by Indemnitee of notice of the commencement written or other overt communication, of any Claim, pending or threatened litigation, claim or assessment, Indemnitee shall, will, if a claim for indemnification in respect thereof is to be made against... the Company Corporation under this Agreement, notify the Company (addressed to the Chief Executive Officer) Corporation of the commencement thereof; such pending or threatened litigation, claim or assessment; but the omission so to notify the Company Corporation will only not relieve the Company of the obligations that Corporation from any liability which it has may have to Indemnitee otherwise under this Agreement (i) if, Agreement, and to any delay in so notifying the extent that, the Company has been materially prejudiced Corporation shall not constitute a waiver by Indemnitee of any of 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. rights under this Agreement. With respect to any Claim such pending or threatened litigation, claim or assessment as to which Indemnitee notifies the Company Corporation of the commencement thereof, thereof: (a) the Company Corporation will be entitled to participate in the Claim therein at its own expense and expense; (b) except as otherwise provided below, the Corporation may, at its option and jointly with any other indemnifying party similarly notified and electing to the extent the Company so wishes, it may assume such defense, assume the defense thereof thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Company Corporation to Indemnitee of its election to assume the defense of any Claim, thereof, the Company shall Corporation 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 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) Indemnitee has shall have reasonably determined concluded, and so notified the Corporation, that there may be an actual or potential a conflict of interest between the Corporation and Indemnitee and in the Company in conduct of the defense of the Claim; such action, or (iii) the named parties in any such Claim (including any impleaded parties) include the Company or any Subsidiary of the Company, on the one hand, and Indemnitee, on the other hand, and Indemnitee concludes, after consultation with counsel, that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company or any Subsidiary of the Company; (iv) after a Change of Control, the employment of counsel by Indemnitee has been approved by the Special Counsel; (v) Indemnitee may be subject to criminal liability or that injunctive relief may be available or (vi) the Company Corporation shall not in fact have employed counsel to assume the defense of Indemnitee in connection with such Claim, action; in each any of which such cases all Expenses the fees and expenses of Indemnitee's separate counsel shall be at the expense of the Claim shall be borne by the Company. Corporation. The Company Corporation shall not be entitled, without the consent of Indemnitee, entitled to assume the defense of any Claim Proceeding brought by or on behalf of the Company, Corporation or as to which Indemnitee shall have made the determination conclusion provided for in clause (ii) above; and (iii) above or under 4 (c) the circumstances provided for in (iv), (v) and (vi) above. 6 (c) Settlement of Claims. The Company Corporation shall not be liable to indemnify Indemnitee under this Agreement or otherwise for any amounts paid in settlement of any Claim action or claim effected without the Company's Corporation's written consent, such which consent shall not to be unreasonably withheld, conditioned or delayed; provided, however, that if a Change of Control has occurred, the Company shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Special Counsel has approved the settlement. delayed. The Company Corporation shall not settle enter into any Claim settlement in connection with a Proceeding in any manner that which would impose any penalty Expenses, penalties (whether civil or limitation criminal) or limitations on Indemnitee without Indemnitee's written consent. consent, which may be given or withheld in Indemnitee's sole and reasonable discretion. View More
