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 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. 9 (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 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 Company, or (c) any such representation by such counsel would be precluded under the applicable standards of Control, the employment of counsel by professional conduct then prevailing, then 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 entitled to retain separate counsel (but not be entitled, without the consent of Indemnitee, to assume the defense more than one law firm, plus, if applicable, local counsel in respect of any Claim brought by or on behalf of particular Claim) at 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. 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 or limitation on Indemnitee without Indemnitee's written consent. settlement that does not provide a complete and unconditional release of Indemnitee. 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 of the obligations that it has to Indemnitee under this Agreement (i) if, from any liability hereunder except and only to the extent that, that the Company has been is actually and materially prejudiced by Indemnitee's failure to so notify the Company, and (ii) as provided in Section 4(c). Indemnitee such failure. (b) The Company shall give the Company such information and cooperation as it may reasonably require and as shall be within Indemnitee's power. (b) Defense. With respect to any Claim as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the defense of any Claim 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 8 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, his or her 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
Notification and Defense of Claims. (a) Notice. Promptly after receipt by the Indemnitee of receives notice of the commencement of any Claim, Proceeding, the Indemnitee shall, if a claim in respect thereof is to be made against the Company under this Agreement, will notify the Company (addressed to the Chief Executive Officer) of the commencement thereof; but the omission so thereof. The failure to notify the Company will only relieve the Company of the obligations that it has to Indemnitee under this Agreement (i) if, and from an...y liability hereunder to the extent that, the Company has been materially prejudiced by Indemnitee's failure to so notify the Company, can show actual prejudice as a result of such failure, and (ii) as provided in Section 4(c). Indemnitee shall give will not relieve the Company such information and cooperation as from any liability which it may reasonably require and as shall be within Indemnitee's power. (b) Defense. have to the Indemnitee otherwise than under this Agreement. With respect to any Claim such Proceeding as to which the Indemnitee notifies the Company of the commencement thereof, the thereof: (a) The Company will be entitled to participate in the Claim therein at its own expense and except expense; and, (b) Except as otherwise provided below, to the extent that it may wish, the Company so wishes, it may (jointly with any other indemnifying party similarly notified) will be entitled to assume the defense thereof with counsel reasonably satisfactory to the Indemnitee. After notice from the Company to notifies the Indemnitee of its election to assume the defense of any Claim, such defense, the Company shall will not be liable to the Indemnitee under this Agreement or otherwise for any Expenses the Indemnitee subsequently incurred by Indemnitee incurs in connection with the defense of such Claim thereof other than reasonable costs of investigation or as otherwise provided below. The Indemnitee shall have the right to employ legal his or her counsel in such Claim, but all Expenses related thereto Proceeding, provided that the fees and expenses of such counsel incurred after notice from the Company of its assumption of has provided the Indemnitee with notice that it is assuming the defense shall be at the Indemnitee's expense unless: expense, unless (i) the Company has authorized the Indemnitee's employment of legal counsel, (ii) the counsel by Indemnitee has been authorized by for the Company; (ii) Indemnitee has Company shall have reasonably determined concluded that there may be an actual or potential a conflict of interest between Indemnitee the Company and the Company Indemnitee in the conduct of the defense of the Claim; such action, or (iii) the named parties in any such Claim (including any impleaded parties) include the Company or any Subsidiary of the Company, on the one hand, and Indemnitee, on the other hand, and Indemnitee concludes, after consultation with counsel, that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company or any Subsidiary of the Company; (iv) after a Change of Control, the employment of counsel by Indemnitee has been approved by the Special Counsel; (v) Indemnitee may be subject to criminal liability or that injunctive relief may be available or (vi) the Company shall not in fact have employed counsel to assume the defense of such Claim, action, in each of which cases all Expenses the fees and expenses of the Claim such counsel shall be borne by at the Company. Company's expense. The Company shall not be entitled, without the consent of Indemnitee, entitled to assume the defense of any Claim Proceeding brought by or on behalf of the Company, Company or as to which Indemnitee counsel for the Company shall have made the determination conclusion provided for in (ii) and (iii) above above. The Company's assumption of the defense of a Proceeding pursuant to this Section 4(b) will constitute an irrevocable acknowledgement by the Company that any Liabilities incurred by or for the account of Indemnitee incurred in connection therewith are indemnifiable by the Company under Section 1 of this Agreement, except to the circumstances provided for extent that the acts or omissions of the Indemnitee giving rise to or involved in (iv), (v) and (vi) above. 6 the Proceeding are finally judicially adjudged, or admitted by Indemnitee, in writing under oath, to constitute knowingly fraudulent or deliberately dishonest conduct or to have constituted willful misconduct. (c) Settlement of Claims. The Company shall not be liable to indemnify the Indemnitee under this Agreement or otherwise for any amounts paid in settlement of any Claim Proceeding effected without the Company's written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that if a Change of Control has occurred, the Company shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Special Counsel has approved the settlement. consent. The Company shall not settle any Claim Proceeding in any manner that which would impose any penalty or limitation on the Indemnitee without the Indemnitee's written consent. (d) Neither the Company nor the Indemnitee will unreasonably withhold consent to any proposed settlement. 5 5. Advancement of Expenses. The Company agrees to pay to or on behalf of the Indemnitee all Expenses actually and reasonably incurred by Indemnitee in connection with investigating, prosecuting, preparing to defend, defending, participating or serving or preparing to serve and serving as a witness in a Proceeding, or in connection with an enforcement action pursuant to Section 6, in advance of the final disposition thereof, provided that the Company has received a written statement or statements from the Indemnitee requesting such advancement and containing an undertaking from or on behalf of the Indemnitee to reimburse the amount so advanced if and to the extent that it is ultimately judicially determined that the Indemnitee is not entitled to be indemnified by the Company under this Agreement or otherwise (an "Undertaking"). The Undertaking must be an unlimited general obligation of the Indemnitee but need not be secured, shall not bear interest, and shall be accepted without reference to the financial ability of the Indemnitee to make reimbursement. The Company shall advance or make payment within thirty (30) days of its receipt of documentation evidencing such Expenses. 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 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 (i) 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, (ii) 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 (iii) 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 or limitation on Indemnitee without Indemnitee's written consent. settlement that does not provide a complete and unconditional release of Indemnitee. View More
Notification and Defense of Claims. (a) Notice. Promptly Within 30 days after receipt by Indemnitee of notice of the commencement of any Claim, a Claim which may involve an Indemnifiable Event, Indemnitee shall, will, if a claim in respect thereof is to be made against the Company under this Agreement, notify submit to the Company (addressed to a written notice identifying the Chief Executive Officer) of the commencement thereof; proceeding, but the omission so to notify the Company will only not relieve the Company of the obligat...ions that it has from any liability which it may have to Indemnitee under this Agreement (i) if, and to the extent that, unless the Company has been is materially prejudiced by Indemnitee's failure to so notify the Company, and (ii) as provided in Section 4(c). Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within Indemnitee's power. (b) Defense. lack of notice. With respect to any such Claim as to which Indemnitee notifies the Company of the commencement thereof, thereof: (a) the Company will be entitled to participate in the Claim therein at its own expense and expense; (b) except as otherwise provided below, to the extent that it may wish, the Company so wishes, it may jointly with any other indemnifying party similarly notified will be entitled to assume the defense thereof thereof, with counsel reasonably selected by the Board of Directors and satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Claim, thereof, the Company shall will not be liable to Indemnitee under this Agreement or otherwise for any Expenses legal or other expenses subsequently incurred by Indemnitee in connection with the defense of such Claim thereof other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal its own counsel in such Claim, action, suit or proceeding, but all Expenses related thereto the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at Indemnitee's the expense unless: of Indemnitee unless (i) the employment of legal counsel by Indemnitee has been authorized by the Company; Company, (ii) Indemnitee has shall have reasonably determined concluded that there may be an actual or potential a conflict of interest between Indemnitee the Company 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 shall not in fact have employed counsel to assume the defense of such Claim, action, in each of which cases all Expenses the fees and expenses of the Claim counsel shall be borne by at the expense of the Company. The Company shall not be entitled, without the consent of Indemnitee, entitled to assume the defense of any Claim claim brought by or on behalf of the Company, Company or as to which Indemnitee shall have made the determination conclusion provided for in clause (ii) above; and (iii) above or under (c) the circumstances provided for in (iv), (v) and (vi) above. 6 (c) Settlement of Claims. The Company shall not be liable to indemnify Indemnitee under this Agreement or otherwise for any amounts paid in settlement of any Claim action or claim effected without the Company's its written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that if a Change of Control has occurred, the Company shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Special Counsel has approved the settlement. consent. The Company shall not settle any Claim action or claim in any manner that which would impose any penalty or limitation on Indemnitee without Indemnitee's written consent. Neither the Company nor Indemnitee will unreasonably withhold or delay their consent to any proposed settlement. -4- 7. Non-exclusivity. The rights of Indemnitee hereunder shall be in addition to any other rights Indemnitee may have under the Certificate of Incorporation, the Bylaws, the DGCL, any agreement, a vote of the stockholders, a resolution of directors or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee acting on behalf of the Company and at the request of the Company prior to such amendment, alteration or repeal. To the extent that a change in the DGCL (whether by statute or judicial decision), the Certificate of Incorporation or the Bylaws permits greater indemnification by agreement than would be afforded currently under the Certificate of Incorporation, the Bylaws and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy. View More
Notification and Defense of Claims. (a) Notice. Promptly after receipt by Notification of Claims. Indemnitee of notice of the commencement of any Claim, Indemnitee shall, if a claim in respect thereof is to be made against the Company under this Agreement, shall notify the Company (addressed in writing as soon as practicable of any Claim which could relate to the Chief Executive Officer) an Indemnifiable Event or for which Indemnitee could seek Expense Advances, including a brief description (based upon information then available ...to Indemnitee) of the commencement thereof; but nature of, and the omission so facts underlying, such Claim. The failure by Indemnitee to timely notify the Company will only hereunder shall not relieve the Company from any liability hereunder unless such failure materially and adversely prejudices the Company in any way. If at the time of the obligations that it has to Indemnitee receipt of such notice, the Company maintains in effect any directors' and officers' liability insurance policy under this Agreement (i) if, and which coverage for such Claim is potentially available, the Company shall give prompt notice to the extent that, applicable insurers in accordance with the procedures set forth in the applicable policies. (b) Defense of Claims. (i) The Company has been materially prejudiced by Indemnitee's failure to so notify the Company, and (ii) as provided in Section 4(c). Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within Indemnitee's power. (b) Defense. With respect to any Claim as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the defense of any Claim relating to an Indemnifiable Event at its own expense and and, except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After delivery of written notice from the Company to Indemnitee of its election to assume the defense of any such Claim, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by Indemnitee in connection with the Indemnitee's defense of such Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ its own legal counsel in such Claim, but all Expenses related thereto to such counsel incurred after notice from the Company of its assumption of the defense shall be at Indemnitee's expense unless: (i) the own expense; provided, however, that if (1) Indemnitee's employment of its own legal counsel by Indemnitee has been authorized by the Company; (ii) Indemnitee Company, (2) Indemnitee's counsel has reasonably determined that there may be an actual or potential a conflict of interest between Indemnitee and the Company in the defense of the Claim; (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) Claim, (3) 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) (4) the Company shall not in fact have employed or continued to retain counsel to assume the defense of defend such Claim, then Indemnitee shall be entitled to retain its own separate counsel (but not more than one law firm plus, if applicable, local counsel in each respect of which cases any such Claim) and all Expenses of the Claim related to such separate counsel shall be borne by the Company. (ii) The Company shall not be entitled, without have the consent of Indemnitee, right to assume conduct the defense of any Claim brought by or on behalf related to an Indemnifiable Event for which it elects to assume the defense thereof pursuant to Section 8(b)(i) as it sees fit and in its sole discretion, including the right to settle any such Claim without the consent of the Company, Indemnitee, provided that the terms of such settlement include either: (1) a full release of the Indemnitee by the claimant from all liabilities or as potential liabilities under such Claim; or (2) in the event such full release is not obtained, the terms of such settlement do not limit any indemnification or hold harmless rights the Indemnitee may now, or hereafter, be entitled 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. Other Indemnity Provisions. View More
Notification and Defense of Claims. (a) Notice. Promptly after receipt by Indemnitee of notice of the commencement of any Claim, Proceeding relating to an Indemnifiable Event, Indemnitee shall, if a claim in respect thereof is to be made against the Company under this Agreement, must notify the Company (addressed to the Chief Executive Officer) in writing of the commencement thereof; but but, except as set forth in Section 9(d) below, the omission so to notify the Company will only not relieve the Company of the obligations from a...ny liability that it has may have to Indemnitee under 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 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. 7 (d) Until the Company receives notice of a Proceeding from Indemnitee, the Company shall have no obligation to indemnify against or advance Expenses to Indemnitee as to Expenses incurred prior to Indemnitee's notification of Company. View More
Notification and Defense of Claims. (a) Notice. Promptly after receipt by Notification of Claims. The 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 an Indemnifiable Event or for which the Indemnitee could seek Expense Advances, including a brief description (based upon information then available to the Chief Executiv...e Officer) Indemnitee) of the commencement thereof; but nature of, and the omission so facts underlying, such Claim. The failure by the 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 such claim was materially and adversely affected by such failure/except that the obligations that it has Company shall not be liable to indemnify the Indemnitee under this Agreement (i) if, with respect to any judicial award in a Claim related to an Indemnifiable Event if the Company was not given a reasonable and timely opportunity to participate at its expense in the extent that, defense of such action. If at the time of the receipt of such notice, the Company has been materially prejudiced by Indemnitee's failure directors' and officers' liability insurance in effect under which coverage for Claims related to so notify Indemnifiable Events is potentially available, the Company, and (ii) as provided in Section 4(c). Indemnitee Company shall give prompt written notice to the applicable insurers in accordance with the procedures set forth in the applicable policies. The Company shall provide to the Indemnitee a copy of such notice delivered to the applicable insurers, and copies of all subsequent correspondence between the Company and such information and cooperation as it may reasonably require and as insurers regarding the Claim, in each case substantially concurrently with the delivery or receipt thereof by the Company. -5- (b) Defense of Claims. The Company shall be within Indemnitee's power. (b) Defense. With respect to any Claim as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the defense of any Claim relating to an Indemnifiable Event at its own expense and and, except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to the Indemnitee. After notice from the Company to the Indemnitee of its election to assume the defense of any such Claim, the Company shall not be liable to the Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by the Indemnitee in connection with the Indemnitee's defense of such Claim other than reasonable costs of investigation or as otherwise provided below. The Indemnitee shall have the right to employ its own legal counsel in such Claim, but all Expenses related thereto to such counsel incurred after notice from the Company of its assumption of the defense shall be at the Indemnitee's expense unless: own expense; provided, however, that if (i) the Indemnitee's employment of its own legal counsel by Indemnitee has been authorized by the Company; Company, (ii) the Indemnitee has reasonably determined that there may be an actual or potential a conflict of interest between the Indemnitee and the Company in the defense of the Claim; such Claim, (iii) the named parties in any such Claim (including any impleaded parties) include the Company or any Subsidiary of the Company, on the one hand, and Indemnitee, on the other hand, and Indemnitee concludes, after consultation with counsel, that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company or any Subsidiary of the Company; (iv) after a Change of in Control, the Indemnitee's employment of its own counsel by Indemnitee has been approved by the Special Counsel; (v) Indemnitee may be subject to criminal liability Independent Counsel or that injunctive relief may be available or (vi) (iv) the Company shall not in fact have employed counsel to assume the defense of such Claim, then the Indemnitee shall be entitled to retain its own separate counsel (but not more than one law firm plus, if applicable, local counsel in each respect of which cases any such Claim) and all Expenses of the Claim related to such separate counsel shall be borne by the Company. The Company shall not be entitled, without the consent of Indemnitee, to assume the defense of any Claim brought by or on behalf of the Company, or as to which Indemnitee shall have made the determination provided for in (ii) and (iii) above or under the circumstances provided for in (iv), (v) and (vi) above. 6 (c) Settlement of Claims. The Company shall not be liable to indemnify Indemnitee under this Agreement or otherwise for any amounts paid in settlement of any Claim effected without the Company's written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that if a Change of Control has occurred, the Company shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Special Counsel has approved the settlement. The Company shall not settle any Claim in any manner that would impose any penalty or limitation on Indemnitee without Indemnitee's written consent.View More
Notification and Defense of Claims. (a) Notice. Promptly after receipt by Notification of Claims. The 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 an Indemnifiable Event or for which the Indemnitee could seek Expense Advances, including a brief description (based upon information then available to the Chief Executiv...e Officer) Indemnitee) of the commencement thereof; but nature of, and the omission so facts underlying, such Claim. The failure by the 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 such claim was materially and adversely affected by such failure/except that the obligations that it has Company shall not be liable to indemnify the Indemnitee under this Agreement (i) if, with respect to any judicial award in a Claim related to an Indemnifiable Event if the Company was not given a reasonable and timely opportunity to participate at its expense in the extent that, defense of such action. If at the time of the receipt of such notice, the Company has been materially prejudiced by Indemnitee's failure directors' and officers' liability insurance in effect under which coverage for Claims related to so notify Indemnifiable Events is potentially available, the Company, and (ii) as provided in Section 4(c). Indemnitee Company shall give prompt written notice to the applicable insurers in accordance with the procedures set forth in the applicable policies. The Company shall provide to the Indemnitee a copy of such notice delivered to the applicable insurers, and copies of all subsequent correspondence between the Company and such information and cooperation as it may reasonably require and as insurers regarding the Claim, in each case substantially concurrently with the delivery or receipt thereof by the Company. -6- (b) Defense of Claims. The Company shall be within Indemnitee's power. (b) Defense. With respect to any Claim as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the defense of any Claim relating to an Indemnifiable Event at its own expense and and, except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to the Indemnitee. After notice from the Company to the Indemnitee of its election to assume the defense of any such Claim, the Company shall not be liable to the Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by the Indemnitee in connection with the Indemnitee's defense of such Claim other than reasonable costs of investigation or as otherwise provided below. The Indemnitee shall have the right to employ its own legal counsel in such Claim, but all Expenses related thereto to such counsel incurred after notice from the Company of its assumption of the defense shall be at the Indemnitee's expense unless: own expense; provided, however, that if (i) the Indemnitee's employment of its own legal counsel by Indemnitee has been authorized by the Company; Company, (ii) the Indemnitee has reasonably determined that there may be an actual or potential a conflict of interest between the Indemnitee and the Company in the defense of the Claim; such Claim, (iii) the named parties in any such Claim (including any impleaded parties) include the Company or any Subsidiary of the Company, on the one hand, and Indemnitee, on the other hand, and Indemnitee concludes, after consultation with counsel, that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company or any Subsidiary of the Company; (iv) after a Change of in Control, the Indemnitee's employment of its own counsel by Indemnitee has been approved by the Special Counsel; (v) Indemnitee may be subject to criminal liability Independent Counsel or that injunctive relief may be available or (vi) (iv) the Company shall not in fact have employed counsel to assume the defense of such Claim, then the Indemnitee shall be entitled to retain its own separate counsel (but not more than one law firm plus, if applicable, local counsel in each respect of which cases any such Claim) and all Expenses of the Claim related to such separate counsel shall be borne by the Company. The Company shall not be entitled, without the consent of Indemnitee, to assume the defense of any Claim brought by or on behalf of the Company, or as to which Indemnitee shall have made the determination provided for in (ii) and (iii) above or under the circumstances provided for in (iv), (v) and (vi) above. 6 (c) Settlement of Claims. The Company shall not be liable to indemnify Indemnitee under this Agreement or otherwise for any amounts paid in settlement of any Claim effected without the Company's written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that if a Change of Control has occurred, the Company shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Special Counsel has approved the settlement. The Company shall not settle any Claim in any manner that would impose any penalty or limitation on Indemnitee without Indemnitee's written consent.View More
Notification and Defense of Claims. (a) Notice. Promptly Indemnitee shall notify the Company as soon as practicable after receipt by Indemnitee of notice of the commencement actual knowledge of any Claim, proceeding that may result in Indemnitee shall, if a making an indemnification claim in respect thereof is to be made against the Company under this Agreement, notify Agreement. However, the Company (addressed failure of Indemnitee to the Chief Executive Officer) of the commencement thereof; but the omission so to notify the Comp...any give timely notice will only not relieve the Company of the Company's obligations that it has to Indemnitee under this Agreement (i) if, and hereunder except to the extent that, the Company has been materially is actually prejudiced by Indemnitee's the delay or 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. provide notice. With respect to any Claim proceeding as to which Indemnitee notifies the Company of the commencement thereof, the has provided notice: (a) The Company will be entitled to participate in the Claim at its own expense expense; and except (b) Except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof of any proceeding with counsel reasonably satisfactory to Indemnitee. After notice from If the Company to Indemnitee of its election elects to assume the defense of any Claim, defense, then after notice to Indemnitee, the Company shall will not be liable to Indemnitee under this Agreement or otherwise for any Expenses legal or other expenses subsequently incurred by Indemnitee in connection with the defense of such Claim defense, other than reasonable costs of investigation, including an investigation in connection with determining whether there exists a conflict of 3 interest of the type described in clause (ii) of this paragraph, or as otherwise provided below. in this paragraph. Indemnitee shall have has the right to employ legal his or her counsel in any proceeding, but the fees and expenses of such Claim, but all Expenses related thereto counsel incurred after notice from the Company notifies Indemnitee of its assumption of the defense shall will be at Indemnitee's expense unless: sole expense. However, the Company will bear Indemnitee's expenses incurred after the Company notifies Indemnitee of its assumption of the defense if: (i) the Company authorizes Indemnitee's employment of legal counsel by Indemnitee has been authorized by or incurrence of other expenses; (ii) Indemnitee, with the Company; (ii) Indemnitee has advice of counsel, reasonably determined determines that there may be an actual or potential is a conflict of interest between Indemnitee and the Company in and Indemnitee that is reasonably likely to materially and adversely impact the conduct of Indemnitee's defense of the Claim; or (iii) the named parties in any such Claim (including any impleaded parties) include the Company or any Subsidiary of the Company, on the one hand, and Indemnitee, on the other hand, and Indemnitee concludes, after consultation with counsel, that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company or any Subsidiary of the Company; (iv) after a Change of Control, the employment of counsel by Indemnitee has been approved by the Special Counsel; (v) Indemnitee may be subject to criminal liability or that injunctive relief may be available or (vi) the Company shall does not in fact have employed employ counsel to assume the defense of such Claim, in each of which cases all Expenses of action within a reasonable time after the Claim shall be borne by Company's election to assume the Company. defense. The Company shall may not be entitled, without the consent of Indemnitee, to assume the defense of any Claim action, suit or proceeding brought by or on behalf of the Company, Company or as to which Indemnitee shall have made makes the determination provided for described in clause (ii) and (iii) above or under the circumstances provided for in (iv), (v) and (vi) above. 6 of this paragraph. (c) Settlement of Claims. The Company shall is not be liable obligated to indemnify Indemnitee under this Agreement or otherwise for any amounts paid in settlement of any Claim effected action or claim without the Company's written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that if a Change of Control has occurred, the Company shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Special Counsel has approved the settlement. consent. The Company shall may not settle any Claim action or claim in any manner that would impose any penalty or limitation on Indemnitee without Indemnitee's written consent. Neither the Company nor Indemnitee may unreasonably withhold their consent to any proposed settlement. View More
