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 Indemnitee's right to be made against the Company under this Agreement, notify the Company (addressed to the Chief Executive Officer) of the commencement thereof; but the omission so indemnified, Indemnitee agrees to notify the Company Corporation in writing as soon as reasonably practicable of any Proceeding for which indemnity... will only or could be sought by Indemnitee and provide the Corporation with a copy of any summons, citation, subpoena, complaint, indictment, information or other document relating to such Proceeding with which Indemnitee is served; provided, however, that the failure to give such notice shall not relieve the Company Corporation of the its obligations that it has to Indemnitee under this Agreement (i) if, and Agreement, except to the extent that, extent, if any, that the Company has been materially Corporation is actually prejudiced by Indemnitee's the failure to so notify the Company, and (ii) as provided in Section 4(c). Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within Indemnitee's power. (b) Defense. notice. With respect to any Claim as to Proceeding of which Indemnitee notifies the Company of 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 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. Indemnitee shall have the right to employ legal Indemnitee's own counsel in connection with such Claim, Proceeding, but all Expenses related thereto the fees and expenses of such counsel incurred after notice from the Company 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; Board of Directors of the 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 Proceeding, (iii) the named parties in any such Claim (including any impleaded parties) include the Company or any Subsidiary of the Company, on the one hand, and Indemnitee, on the other hand, and Indemnitee concludes, after consultation with counsel, that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company or any Subsidiary of the Company; (iv) after a Change of in Control, the Indemnitee's employment of its own counsel by Indemnitee has been approved by the Special Counsel; (v) Indemnitee may be subject to criminal liability Independent Counsel, or that injunctive relief may be available or (vi) (iv) the Company 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 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 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 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 in Control has occurred, the Company Corporation shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Special Independent Counsel has approved the settlement. The Company Corporation shall not settle any Claim Proceeding in any manner that which would impose any penalty or limitation on Indemnitee without Indemnitee's written consent. Neither the Corporation nor the Indemnitee will unreasonably withhold its consent to any proposed settlement. View More
Notification and Defense of Claims. (a) Notice. Promptly after receipt by Indemnitee of notice of the commencement of any Claim, Indemnitee shall, if As a claim in respect thereof is condition precedent to Indemnitee's right to be made against the Company under this Agreement, notify the Company (addressed to the Chief Executive Officer) of the commencement thereof; but the omission so indemnified, Indemnitee agrees to notify the Company Corporation in writing as soon as reasonably practicable of any Proceeding for which indemnity... will only or could be sought by Indemnitee and provide the Corporation with a copy of any summons, citation, subpoena, complaint, indictment, information or other document relating to such Proceeding with which Indemnitee is served; provided, however, that the failure to give such notice shall not relieve the Company Corporation of the its obligations that it has to Indemnitee under this Agreement (i) if, and Agreement, except to the extent that, extent, if any, that the Company has been materially Corporation is actually prejudiced by Indemnitee's the failure to so notify the Company, and (ii) as provided in Section 4(c). Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within Indemnitee's power. (b) Defense. notice. With respect to any Claim as to Proceeding of which Indemnitee notifies the Company of 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 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. Indemnitee shall have the right to employ legal Indemnitee's own counsel in connection with such Claim, Proceeding, but all Expenses related thereto the fees and expenses of such counsel incurred after notice from the Company 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 Proceeding, (iii) the named parties in any such Claim (including any impleaded parties) include the Company or any Subsidiary of the Company, on the one hand, and Indemnitee, on the other hand, and Indemnitee concludes, after consultation with counsel, that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company or any Subsidiary of the Company; (iv) after a Change of in Control, the Indemnitee's employment of its own counsel by Indemnitee has been approved by the Special Counsel; (v) Indemnitee may be subject to criminal liability Independent Counsel, or that injunctive relief may be available or (vi) (iv) the Company 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 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 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 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 in Control has occurred, the Company Corporation shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Special Independent Counsel has approved the settlement. The Company Corporation shall not settle any Claim Proceeding in any manner that which would impose any penalty or limitation on Indemnitee without Indemnitee's written consent. Neither the Corporation nor the Indemnitee will unreasonably withhold its consent to any proposed settlement. View More
Notification and Defense of Claims. (a) Notice. Promptly after receipt by Indemnitee of notice of the commencement of any Claim, action, suit or proceeding, Indemnitee shall, will, if a claim in respect thereof is to be made against the Company Corporation under this Agreement, notify the Company (addressed to the Chief Executive Officer) Corporation of the commencement thereof; but the omission so to notify the Company Corporation will only not relieve the Company of the obligations that it has from any liability which it may hav...e to Indemnitee otherwise than under this Agreement (i) if, and to the extent that, the Company has been materially prejudiced by Indemnitee's failure to so notify the Company, and (ii) as provided in Section 4(c). Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within Indemnitee's power. (b) Defense. Agreement. With respect to any Claim such action, suit or proceeding as to which Indemnitee notifies the Company Corporation of the commencement thereof, the Company thereof: (a) The Corporation will be entitled to participate in the Claim therein at its own expense expense; and except (b) Except as otherwise provided below, to the extent the Company so wishes, that it may wish, the Corporation jointly with any other indemnifying party similarly notified will be entitled to assume the defense thereof thereof, with counsel selected by the Corporation and reasonably satisfactory to Indemnitee. After notice from the Company Corporation to Indemnitee of its election so 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 thereof other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal counsel in such Claim, action, suit or proceeding but all Expenses related thereto the fees and expenses of such counsel incurred after notice from the Company Corporation of its assumption of the defense thereof shall be at Indemnitee's the expense unless: of 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 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 such Claim, action, in each of which cases all Expenses the fees and expenses of counsel shall be at the expense of the Claim shall be borne by the Company. Corporation. The Company Corporation shall not be entitled, without the consent of Indemnitee, entitled to assume the defense of any Claim action, suit or proceeding brought by or on behalf of the Company, Corporation or as to which Indemnitee shall have made the determination conclusion provided for in (ii) and (iii) above or under the circumstances provided for in (iv), (v) and (vi) above. 6 4 (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 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 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 their 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, Proceeding, Indemnitee shall, will, if a claim in respect thereof is to be made against the Company Corporation under this Agreement, notify the Company (addressed to the Chief Executive Officer) Corporation of the commencement thereof; but the omission so to notify the Company Corporation will only not relieve the Company of the obligations that it has from any liability which it may have to Indemnitee ...otherwise than under this Agreement (i) if, and to the extent that, the Company has been materially prejudiced by Indemnitee's failure to so notify the Company, and (ii) as provided in Section 4(c). Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within Indemnitee's power. (b) Defense. Agreement. With respect to any Claim Proceeding 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 except expense; (b) Except as otherwise provided below, to the extent the Company so wishes, that it may wish, the 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, thereof, the Company shall Corporation will not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Claim thereof other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal his or her own counsel in such Claim, Proceeding, but all the Expenses related thereto associated with the employment of such counsel incurred after notice from the Company 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 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 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 the Claim Indemnitee's separate counsel shall be borne by at the Company. expense of the 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 (ii) above; and (iii) above or under (c) Provided there has been no Change of Control, 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 Proceeding effected without the Company's its written consent, such which consent shall not to be unreasonably withheld, conditioned or delayed; provided, however, that if a Change of Control has occurred, the Company withheld. The Corporation shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Special Counsel has approved the settlement. The Company permitted to settle any Proceeding except that it shall not settle any Claim Proceeding in any manner that would impose any penalty penalty, out-of-pocket liability, 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, Proceeding, Indemnitee shall, if a claim in respect thereof is to be made against the Company under this Agreement, shall notify the Company (addressed to the Chief Executive Officer) in writing of the commencement existence thereof; but the omission Indemnitee's failure so to notify the Company will only not relieve the Company of the obligations from any liability that it has may have to Indemnitee und...er Indemnitee. Notwithstanding any other provision of this Agreement (i) if, and to the extent that, the Company has been materially prejudiced by Indemnitee's failure to so notify the Company, and (ii) as provided in Section 4(c). Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within Indemnitee's power. (b) Defense. With Agreement, with respect to any Claim as to such Proceeding of which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Claim at its own expense and except Company: (a) Except as otherwise provided below, in this Section 9(b), to the extent that it may wish, the Company so wishes, it may may, separately or jointly with any other indemnifying party, assume the defense thereof with counsel reasonably satisfactory to Indemnitee. of the Proceeding. After notice from the Company to Indemnitee of its election to assume the defense of any Claim, the Proceeding, 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 except as otherwise provided below. Indemnitee shall have the right to employ legal Indemnitee's own counsel in such Claim, Proceeding, but all Expenses related thereto the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at Indemnitee's the expense unless: of Indemnitee unless (i) the employment of legal counsel by Indemnitee has been authorized by the Company; Company, (ii) Indemnitee has shall have reasonably determined that there may be an actual or potential is a conflict of interest between Indemnitee and the Company and Indemnitee in the conduct of the defense of the Claim; (iii) the named parties in any Proceeding, and such Claim (including any impleaded parties) include the Company or any Subsidiary determination is supported by an opinion of qualified legal counsel addressed to the Company, on the one hand, and Indemnitee, on the other hand, and Indemnitee concludes, after consultation with counsel, that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company or any Subsidiary of the Company; (iv) after a Change of Control, the employment of counsel by Indemnitee has been approved by the Special Counsel; (v) Indemnitee may be subject to criminal liability or that injunctive relief may be available or (vi) (iii) the Company shall not within sixty (60) calendar days of receipt of notice from Indemnitee 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. Proceeding. (b) The Company shall is 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, or as to which Indemnitee shall have made the determination provided for in (ii) and (iii) above or under subparagraph (a)(ii) above. (c) Regardless of whether the circumstances provided for in (iv), (v) and (vi) above. 6 (c) Settlement Company has assumed the defense of Claims. The a Proceeding, the Company shall not be liable to indemnify Indemnitee under this Agreement or otherwise for any amounts paid in settlement of any Claim Proceeding effected without the Company's written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that if a Change of Control has occurred, and 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 Proceeding in any manner that would impose any penalty or limitation on on, or require any payment from, Indemnitee without Indemnitee's written consent. Neither the Company nor Indemnitee may unreasonably withhold its consent to any proposed settlement. (d) Until the Company receives notice of a Proceeding from Indemnitee, the Company shall have no obligation to indemnify or advance Expenses to Indemnitee as to Expenses incurred prior to Indemnitee's notification of Company. 10. Separability; Prior Indemnification Agreements. (a) If any provision of this Agreement is held to be invalid, illegal, or unenforceable for any reason whatsoever, (i) the validity, legality and enforceability of the remaining provisions of this Agreement (including without limitation, all portions of any paragraphs of this Agreement containing any such provision held to be invalid, illegal, or unenforceable, that are not by themselves invalid, illegal or unenforceable) will not in any way be affected or impaired thereby, and (ii) to the fullest extent possible, the provisions of this Agreement (including, without limitation, all portions of any paragraph of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) are to be construed so as to give effect to the intent of the parties that the Company provide protection to Indemnitee to the fullest enforceable extent provided for in this Agreement. (b) Indemnitee's rights of indemnification and to receive advancement of Expenses under this Agreement are not exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Certificate of Incorporation, the Company's Bylaws, any other agreement, a vote of stockholders or a resolution of directors, or otherwise. The entry by Indemnitee into this Agreement, and the terms of this Agreement do not, change, limit, or affect in any respect, or terminate, any other agreements between Indemnitee and the Company. View More
Notification and Defense of Claims. (a) Notice. Promptly after receipt by Notification of Claims. Indemnitee of notice of the commencement of any Claim, Indemnitee shall, if a claim in respect thereof is to be made against the Company under this Agreement, shall notify the Company (addressed in writing as soon as practicable of any Indemnifiable Claim or Indemnifiable Loss for which Indemnitee could seek Expense Advances, including a brief description (based upon information then available to Indemnitee) of the nature of, and the ...facts underlying, such Indemnifiable Claim or Indemnifiable Loss. If, at the time of the receipt of such notice, the Company has directors' and officers' liability insurance in effect under which coverage for such Indemnifiable Claim or Indemnifiable Loss is potentially available, the Company shall give prompt written notice of such Indemnifiable Claim or Indemnifiable Loss to the Chief Executive Officer) applicable insurers in accordance with the procedures set forth in the applicable policies. The Company shall provide to Indemnitee a copy of such notice delivered to the commencement thereof; but applicable insurers, and copies of all subsequent correspondence between the omission so Company and such insurers regarding the Indemnifiable Claim or Indemnifiable Loss, in each case substantially concurrently with the delivery or receipt thereof by the Company. The failure by Indemnitee to timely notify the Company will only of any Indemnifiable Claim or Indemnifiable Loss shall not relieve the Company of the obligations that it has to Indemnitee under this Agreement (i) if, from any liability hereunder unless, and only to the extent that, the Company has been materially prejudiced did not otherwise learn of such Indemnifiable Claim or Indemnifiable Loss and such failure results in forfeiture 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 substantial defenses, rights or insurance coverage. (b) Defense of Claims. The Company will shall be entitled to participate in the defense of any Indemnifiable Claim at its own expense and and, except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Indemnifiable Claim, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by Indemnitee in connection with the Indemnitee's defense 6 of such Indemnifiable Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ her own legal counsel in such Indemnifiable Claim, but all Expenses related thereto to such counsel incurred after notice from the Company of its is assumption of the defense shall be at Indemnitee's expense unless: own expenses; provided, however, that if (i) the Indemnitee's employment of its own legal counsel by Indemnitee has been authorized by the Company; Company, (ii) Indemnitee has reasonably determined that there may be an actual or potential a conflict of interest between Indemnitee and the Company in the defense of such Indemnifiable Claim, (iii) after a Change in Control, Indemnitee's employment of its counsel has been approved by the Claim; (iii) Independent counsel, (iv) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (v) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both 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, and Indemnitee shall conclude 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 Company, (vi) any Subsidiary of the Company; (iv) after a Change of Control, the employment of such representation by counsel by Indemnitee has been approved chosen by the Special Counsel; (v) Indemnitee may Company would be subject to criminal liability precluded under the applicable standards of professional conduct then prevailing or that injunctive relief may be available or (vi) (vii) the Company shall not in fact have employed counsel to assume the defense of such Indemnifiable Claim, then Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in each respect of which cases any particular Indemnifiable Claim) and all Expenses of the Claim related to such separate counsel shall be borne by the Company. The Company shall not be entitled, without the consent of Indemnitee, to assume the defense of any Claim brought by or on behalf of the Company, or as to which Indemnitee shall have made the determination provided for in (ii) and (iii) above or under the circumstances provided for in (iv), (v) and (vi) above. 6 (c) Settlement of Claims. The Company shall not be liable to indemnify Indemnitee under this Agreement or otherwise for any amounts paid in settlement of any Claim effected without the Company's written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that if a Change of Control has occurred, the Company shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Special Counsel has approved the settlement. The Company shall not settle any Claim in any manner that would impose any penalty or limitation on Indemnitee without Indemnitee's written consent.View More
Notification and Defense of Claims. (a) Notice. Promptly after receipt by Indemnitee of notice of the commencement of any Claim, Indemnitee shall, if a claim in respect thereof is to be made against the Company under this Agreement, shall notify the Company (addressed in writing as soon as practicable of any Claim made in writing that could relate to the Chief Executive Officer) an Indemnifiable Event or for which Indemnitee could seek Expense Advances, including a brief description (based upon information then available to Indemn...itee) of the commencement thereof; but the omission so nature of such Claim. The failure by Indemnitee to timely notify the Company will only hereunder shall not relieve the Company from any liability hereunder unless the Company's ability to participate in the defense of the obligations that it has to Indemnitee under this Agreement (i) if, such claim was materially and to the extent that, the adversely affected by such failure. (b) The Company has been materially prejudiced by Indemnitee's failure to so notify the Company, and (ii) as provided in Section 4(c). Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within Indemnitee's power. (b) Defense. With respect to any Claim as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the defense of any Claim at its own expense and except as otherwise provided below, relating to the extent the Company so wishes, it may an Indemnifiable Event or to assume the defense thereof thereof, with counsel reasonably satisfactory to Indemnitee. After notice from Indemnitee; provided that, if Indemnitee believes, after consultation with counsel selected by Indemnitee, that (a) the use of counsel chosen by the Company to represent 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 would present such counsel 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) interest, (b) the named parties in any such Claim (including any impleaded parties) include the Company or any Subsidiary subsidiary of the Company, on the one hand, and Indemnitee, on the other hand, and Indemnitee concludes, after consultation with counsel, counsel selected by Indemnitee, 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 subsidiary of the Company, or as to which (c) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then Indemnitee shall have made be entitled to retain separate counsel (but not more than one law firm, plus, if applicable, local counsel in respect of any particular Claim) at 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. Company's expense. The Company shall not be liable to indemnify Indemnitee under this Agreement or otherwise for any amounts paid in settlement of any Claim relating to an Indemnifiable Event effected without the Company's 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 shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Special Counsel has approved the settlement. consent. The Company shall not settle not, without the prior written consent of Indemnitee, effect any settlement of any Claim in relating to an Indemnifiable Event to which Indemnitee is or could have been a party unless such settlement involves solely the payment of money and includes a complete and unconditional release of Indemnitee from all liability on all claims that are the subject matter of such Claim. Neither the Company nor Indemnitee shall unreasonably withhold, condition, or delay its or his consent to any manner proposed settlement; provided that would impose Indemnitee may withhold consent to any penalty settlement that does not provide a complete and unconditional release of Indemnitee. In no event shall Indemnitee be required to waive, prejudice or limitation on Indemnitee without Indemnitee's written consent. limit attorney-client privilege or work-product protection or other applicable privilege or protection. View More
Notification and Defense of Claims. (a) Notice. Promptly Not later than thirty (30) days after receipt by Indemnitee of notice of the commencement of any Claim, Proceeding, Indemnitee shall, will, if a claim in respect thereof of the Proceeding is to be made against the Company under this Agreement, notify the Company (addressed to the Chief Executive Officer) of the commencement thereof; but of the Proceeding. The omission so to notify the Company will only not relieve the Company of the obligations from any liability that it has... may have to Indemnitee otherwise than under this Agreement (i) if, and to the extent that, the Company has been materially prejudiced by Indemnitee's failure to so notify the Company, and (ii) as provided in Section 4(c). Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within Indemnitee's power. (b) Defense. Agreement. With respect to any Claim Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the commencement: (a) The Company will be entitled to participate in the Claim Proceeding at its own expense and except expense. 4 (b) Except as otherwise provided below, to the extent the Company so wishes, it may may, at its option and jointly with any other indemnifying party similarly notified and electing to assume such defense, assume the defense thereof of the Proceeding, with legal counsel reasonably satisfactory to the Indemnitee. After notice from Indemnitee shall have the Company right to Indemnitee of its election to assume use separate legal counsel in the defense of any Claim, Proceeding, but the Company shall not be liable to Indemnitee under this Agreement or otherwise Agreement, including Section 8 above, for any Expenses subsequently incurred by Indemnitee in connection with the defense fees and expenses of such Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ separate 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: defense, unless (i) the employment of legal counsel by Indemnitee has been authorized by the Company; (ii) Indemnitee has reasonably determined concludes that there may be an actual or potential a conflict of interest between Indemnitee and the Company and Indemnitee in the conduct of the defense of the Claim; (iii) the named parties in any such Claim (including any impleaded parties) include Proceeding or (ii) 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 does not use 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. Proceeding. The Company shall not be entitled, without the consent of Indemnitee, entitled to assume the defense of any Claim Proceeding brought by or on behalf of the Company, Company or as to which Indemnitee shall have made the determination conclusion provided for in (ii) (i) above. (c) If two or more persons who may be entitled to indemnification from the Company, including the Indemnitee, are parties to any Proceeding, the Company may require Indemnitee to use the same legal counsel as the other parties. Indemnitee shall have the right to use separate legal counsel in the Proceeding, but the Company shall not be liable to Indemnitee under this Agreement, including Section 8 above, for the fees and (iii) above or under expenses of separate legal counsel incurred after notice from the circumstances provided for in (iv), (v) Company of the requirement to use the same legal counsel as the other parties, unless the Indemnitee reasonably concludes that there may be a conflict of interest between Indemnitee and (vi) above. 6 (c) Settlement any of Claims. the other parties required by the Company to be represented by the same legal counsel. (d) The Company shall not be liable to indemnify Indemnitee under this Agreement or otherwise for any amounts paid in settlement of any Claim Proceeding effected without the Company's its written consent, such consent which shall not to be unreasonably withheld, conditioned or delayed; provided, however, that if a Change of Control has occurred, withheld. Indemnitee shall permit the Company shall be liable for indemnification to settle any Proceeding the defense of Indemnitee for amounts paid in settlement if which it assumes, except that the Special Counsel has approved the settlement. The Company shall not settle any Claim action or claim in any manner that which would impose any penalty or limitation on Indemnitee without Indemnitee's written consent. consent, which may be given or withheld in Indemnitee's sole discretion. View More
Notification and Defense of Claims. (a) Notice. Promptly after receipt by Notification of Claims. Indemnitee of notice of the commencement of any Claim, Indemnitee shall, if a claim in respect thereof is to be made against the Company under this Agreement, shall notify the Company (addressed in writing as soon as practicable of any Claim which could relate to the Chief Executive Officer) an Indemnifiable Event or for which Indemnitee could seek Expense Advances, including a brief description (based upon information then available ...to Indemnitee) of the commencement thereof; but nature of, and the omission so facts underlying, such Claim. The failure by Indemnitee to timely notify the Company will only hereunder shall not relieve the Company of the obligations that it has to Indemnitee under this Agreement (i) if, and from any liability hereunder other than to the extent that, the Company's ability to participate in the defense of such claim was materially and adversely affected by such failure. (b) The Company has been materially prejudiced by Indemnitee's failure to so notify the Company, and (ii) as provided in Section 4(c). Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within Indemnitee's power. (b) Defense. With respect to any Claim as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the defense of any Claim relating to an Indemnifiable Event at its own expense and and, except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof (with the term "defense" understood to be used here in a broad and non-technical sense) with counsel selected by the Company and reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any such Claim, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by Indemnitee in connection with the Indemnitee's defense of such Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to also employ his/her own legal counsel in such Claim, but all Expenses related thereto to such counsel incurred after notice from the Company of its assumption of the defense shall be at Indemnitee's expense unless: own expense; provided, however, that if (i) the Indemnitee's employment of his/her own legal counsel by Indemnitee has been authorized by the Company; Company, (ii) Indemnitee Indemnitee's counsel has reasonably determined that there may be an actual or potential a conflict of interest between Indemnitee and the Company in the -6- defense of the Claim; such Claim, (iii) the named parties in any such Claim (including any impleaded parties) include the Company or any Subsidiary of the Company, on the one hand, and Indemnitee, on the other hand, and Indemnitee concludes, after consultation with counsel, that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company or any Subsidiary of the Company; (iv) after a Change of in Control, the Indemnitee's employment of his/her own counsel by Indemnitee has been approved by the Special Counsel; (v) Indemnitee may be subject to criminal liability Independent Counsel or that injunctive relief may be available or (vi) (iv) the Company shall not in fact have employed counsel to assume the defense of such Claim, then Indemnitee shall be entitled to retain his/her own separate counsel (but not more than one law firm plus, if applicable, local counsel in each respect of which cases any such Claim) and all Expenses of the Claim related to such separate counsel shall be borne by the Company. The Company Notwithstanding the foregoing, Indemnitee and all other indemnitees under similar indemnification agreements shall not be entitled, without entitled to, in the consent aggregate, to more than one separate-counsel law firm (plus, if applicable, one local counsel) in respect of Indemnitee, any single or integrated Claim except to assume the extent that Indemnitee's counsel has reasonably determined that there may be a conflict of interest between Indemnitee and the other such indemnitees in 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. Claim. 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, shall notify the Company (addressed in writing as soon as practicable of any Claim that could relate to the Chief Executive Officer) an Indemnifiable Event or for which Indemnitee could seek Expense Advances, including a brief description (based upon information then available to Indemnitee) of the com...mencement thereof; but nature of, and the omission so facts underlying, such Claim. The failure by Indemnitee to timely notify the Company will only hereunder shall not relieve the Company from any liability hereunder unless the Company's ability to participate in the defense of the obligations that it has to Indemnitee under this Agreement (i) if, such claim was materially and to the extent that, the adversely affected by such failure. (b) The Company has been materially prejudiced by Indemnitee's failure to so notify the Company, and (ii) as provided in Section 4(c). Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within Indemnitee's power. (b) Defense. With respect to any Claim as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the defense of any Claim at its own expense and except as otherwise provided below, relating to the extent the Company so wishes, it may an Indemnifiable Event or assume the defense thereof thereof, with counsel reasonably satisfactory to Indemnitee. After notice from Indemnitee; provided that, if Indemnitee believes, after consultation with counsel selected by Indemnitee, that (a) the use of counsel chosen by the Company to represent 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 would present such counsel 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) interest, (b) the named parties in any such Claim (including any impleaded parties) include the Company or any Subsidiary subsidiary of the Company, on the one hand, and Indemnitee, on the other hand, and Indemnitee concludes, after consultation with counsel, counsel selected by Indemnitee, 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 subsidiary of the Company, or as to which (c) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then Indemnitee shall have made be entitled to retain separate counsel (but not more than one law firm, plus, if applicable, local counsel in respect of any particular Claim) at 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. Company's expense. The Company shall not be liable to indemnify 6 Indemnitee under this Agreement or otherwise for any amounts paid in settlement of any Claim relating to an Indemnifiable Event effected without the Company's 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 shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Special Counsel has approved the settlement. consent. The Company shall not settle not, without the prior written consent of Indemnitee, effect any settlement of any Claim in relating to an Indemnifiable Event to which Indemnitee is or could have been a party unless such settlement involves solely the payment of money and includes a complete and unconditional release of Indemnitee from all liability on all claims that are the subject matter of such Claim. Neither the Company nor Indemnitee shall unreasonably withhold, condition, or delay its or his consent to any manner proposed settlement; provided that would impose Indemnitee may withhold consent to any penalty or limitation on Indemnitee without Indemnitee's written consent. settlement that does not provide a complete and unconditional release of Indemnitee. View More
