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 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 an Indemnifiable Event or 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 Claim. If at the time of the receipt of such notice, the Company has directors' and officers' liability insurance in effect under which coverage for Claims related to Indemnifiable Events is potentially available, the Company shall give prompt written notice 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 4 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 Claim, 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 hereunder 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, such failure results in the Company has been materially prejudiced 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 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 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: 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) 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 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 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. 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 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) Defense of Claims. 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 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: 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) 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 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 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 -8- 7. Procedure upon Application for Indemnification. In order to obtain indemnification pursuant to this Agreement, Indemnitee shall submit to the Company shall a written request therefor, including in such request such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification following the final disposition of the Claim, provided that documentation and information need not be entitled, without so provided to the consent of Indemnitee, to assume extent that 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 provision thereof would undermine or otherwise for any amounts paid in settlement of any Claim effected without the Company's written consent, such consent not to jeopardize attorney-client privilege. Indemnification shall be unreasonably withheld, conditioned or delayed; provided, however, that if a Change of Control has occurred, made insofar as the Company shall be liable for determines Indemnitee is entitled to 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. accordance with Section 8 below. View More
Notification and Defense of Claims. (a) Notice. Promptly after receipt by being served with or otherwise receiving any summons, citation, subpoena, complaint, indictment, information or other document related to any Proceeding or matter which may be subject to indemnification hereunder, 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, will promptly notify the Company (addressed to the Chief Executive Officer) in writing of... the commencement thereof; but occurrence of such event or the omission receipt of such document. The failure to so to notify the Company will only shall not relieve the Company of the obligations that any obligation which it has may have to Indemnitee under this Agreement (i) if, or otherwise unless and only to the extent that, that such failure or delay materially prejudices the Company has been materially prejudiced by Indemnitee's failure to so notify the Company, and (ii) as provided in Section 4(c). Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within Indemnitee's power. (b) Defense. With Company. Notwithstanding any other provision of this Agreement, with respect to any Claim as to such Proceeding of which Indemnitee notifies the Company:(a) The Company of the commencement thereof, the Company will shall be entitled to participate in the Claim therein at its own expense and except expense; and(b) Except as otherwise provided below, in this Section 15(b), to the extent the Company so wishes, that it may wish, the Company, jointly with any other indemnifying party similarly notified, shall be entitled to assume the defense thereof thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election so to assume the defense of any Claim, thereof, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses expenses of counsel subsequently incurred by Indemnitee in connection with the defense of such Claim other than reasonable costs of investigation or thereof except as otherwise provided below. Indemnitee shall have the right to employ legal Indemnitee's own counsel in such Claim, Proceeding, but all Expenses related thereto the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at Indemnitee's the expense unless: of Indemnitee unless (i) the employment of legal counsel by Indemnitee has been authorized by the Company; Company, (ii) Indemnitee has shall have reasonably determined concluded that there may be an actual or potential a conflict of interest between Indemnitee and the Company and Indemnitee in the conduct of the defense of the Claim; such action or (iii) the named parties in any such Claim (including any impleaded parties) include the Company or any Subsidiary of the Company, on the one hand, and Indemnitee, on the other hand, and Indemnitee concludes, after consultation with counsel, that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company or any Subsidiary of the Company; (iv) after a Change of Control, the employment of counsel by Indemnitee has been approved by the Special Counsel; (v) Indemnitee may be subject to criminal liability or that injunctive relief may be available or (vi) the Company shall not within 60 days of receipt of notice from Indemnitee in fact have employed counsel to assume the defense of such Claim, the action, in each of which cases all the Expenses of the Claim Indemnitee's counsel shall be borne by at the expense of the Company. The Company shall not be entitled, without the consent of Indemnitee, entitled to assume the defense of any Claim Proceeding brought by or on behalf of the Company, Company or as to which Indemnitee shall have made the determination conclusion provided for in (ii) and (iii) above or under above; and(c) If the circumstances provided for in (iv), (v) and (vi) above. 6 (c) Settlement Company has assumed the defense of Claims. The a Proceeding, the Company shall not be liable to indemnify Indemnitee under this Agreement or otherwise for any amounts paid in settlement of any Claim Proceeding effected without the Company's written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that if a Change of Control has occurred, the Company shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Special Counsel has approved the settlement. consent. The Company shall not settle any Claim Proceeding in any manner that would impose any penalty or limitation on or disclosure obligation with respect to Indemnitee without Indemnitee's written consent. Neither the Company nor Indemnitee will unreasonably withhold its consent to any proposed settlement.16. Payment of Expenses. All Expenses incurred by Indemnitee in advance of the final disposition of any Proceeding shall, to the extent not prohibited by law, be paid by the Company at the request of Indemnitee, each such payment to be made within 20 days after the receipt by the Company of a statement or statements from Indemnitee requesting such payment or payments from time to time. Indemnitee's entitlement to such Expenses shall include those incurred in connection with any Proceeding by Indemnitee seeking a judgment in court or an adjudication or award in arbitration pursuant to this Agreement (including the enforcement of this provision). Such statement or statements shall reasonably evidence the expenses and costs incurred by Indemnitee in connection therewith and shall include or be accompanied by an undertaking, in substantially the form attached as Exhibit 1, by or on behalf of Indemnitee to reimburse such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified against such Expenses by the Company as provided by this Agreement or otherwise. Any advances and undertakings to repay pursuant to this Section 16 shall be unsecured and interest free. View More
Notification and Defense of Claims. (a) Notice. Promptly after receipt by (a)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 reasonably practicable of any Claim which could relate to an Indemnifiable Event or 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 Claim, to the Chief Executive Officer) of the commencement thereof; but the omission so extent then known. 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 except to the extent that, the Company's ability to participate in the defense of such claim was materially and adversely affected by such failure. If at the time of the receipt of such notice, the Company has been materially prejudiced by Indemnitee's failure D&O Insurance or any other 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, provisions, and terms set forth in the applicable policies. The Company shall provide to 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. (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 Indemnitee. After notice from the Company to Indemnitee 7 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: 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) Indemnitee has reasonably determined based on advice of Independent Counsel that there may be an actual or potential a conflict of interest between 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 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. 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 the omission so alleged 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 such claim was materially and adversely affected by such failure, except that the obligations that it has Company shall not be liable to indemnify 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 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. (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 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 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: 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) Indemnitee has reasonably determined that there may be an actual or potential is a conflict of interest between 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 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. 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 of which Indemnitee becomes aware which could relate to the Chief Executive Officer) an Indemnifiable Event or for which Indemnitee could seek Expense Advances, including a brief description (base...d upon information then available to Indemnitee) of the commencement thereof; but nature and amount of, and the omission so facts underlying, such Claim and the anticipated cost of defending 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 has been Company's ability to participate in the defense of such claim was materially and adversely prejudiced by Indemnitee's failure to so notify the Company, and (ii) as provided in Section 4(c). Indemnitee such failure. (b) Defense of Claims. 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 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 -6- 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 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: 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) 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 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 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 (c) Access to Information. In the consent event of a Claim, upon request by 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 cooperate in providing to Indemnitee's legal counsel, access to all Company documents and information reasonably necessary to Indemnitee's defense 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. such Claim. 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 the Company's ability to participate in the defense of such claim was materially and adversely affected by such failure. If at the time of the obligations that it has to Indemnitee under this Agreement (i) if, and to the extent that, 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. (b) Defense of Claims. 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 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: 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) 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 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 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 5 8. Procedure upon Application for Indemnification. In order to obtain indemnification pursuant to this Agreement, Indemnitee shall submit to the Company shall not be entitled, without a written request therefor, including in such request such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification following the consent of Indemnitee, to assume the defense of any Claim brought by or on behalf final disposition of the Company, or Claim. Indemnification shall be made insofar 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 determines Indemnitee is entitled to 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. accordance with Section 9 below. 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 an Indemnifiable Event or 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 Claim. If at the time of the receipt of such notice, the Company has directors' and officers' liability insurance in effect under which coverage for Claims related to Indemnifiable Events is potentially available, the Company shall give prompt written notice 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 Claim, 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 hereunder 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, such failure results in the Company has been materially prejudiced 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. 4 (b) Defense of Claims. The Company will shall 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 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: 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) 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 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 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 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, indemnified, Indemnitee must notify the Company (addressed to the Chief Executive Officer) in writing as soon as practicable of the commencement thereof; but the omission so to notify the Company any Proceeding involving such Indemnitee for which indemnity w...ill only relieve the Company of the obligations that it has to Indemnitee under this Agreement (i) if, and to the extent that, the Company has been materially prejudiced by Indemnitee's failure to so notify the Company, and (ii) as provided in Section 4(c). Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall or could be within Indemnitee's power. (b) Defense. sought. With respect to any Claim as to Proceeding of which Indemnitee notifies the Company of the commencement thereof, is so notified, the Company 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 to Indemnitee of its election so to assume the defense of any Claim, such defense, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses legal or other expense subsequently incurred by Indemnitee in connection with the defense of such Claim action, suit, proceeding, or investigation, other than reasonable costs of investigation or as otherwise provided below. below in this Section 5. Indemnitee shall have the right to employ legal his or her own counsel in connection with such Claim, action, suit, proceeding, or investigation, but all Expenses related thereto the fees the 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) 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 Indemnitee and the Company and Indemnitee in the conduct of the defense of the Claim; such Proceeding or (iii) the named parties in any such Claim (including any impleaded parties) include the Company or any Subsidiary of the Company, on the one hand, and Indemnitee, on the other hand, and Indemnitee concludes, after consultation with counsel, that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company or any Subsidiary of the Company; (iv) after a Change of Control, the employment of counsel by Indemnitee has been approved by the Special Counsel; (v) Indemnitee may be subject to criminal liability or that injunctive relief may be available or (vi) the Company shall not in fact have employed counsel to assume the defense of such Claim, Proceeding, 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 Company, except as otherwise expressly provided by the Company. this Agreement. The Company 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, Company or as to which counsel for Indemnitee shall have reasonably made the determination conclusion provided for in (ii) and (iii) above or under the circumstances provided for in (iv), (v) and (vi) Section 5(ii) above. 6 (c) Settlement of Claims. The Company 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 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 Indemnitee without Indemnitee's written consent. Neither the Company nor Indemnitee will unreasonably withhold or delay its consent to any proposed settlement. View More
Notification and Defense of Claims. (a) Notice. Promptly after receipt by 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 after Indemnitee has actual notice of such Claim, of any Claim which Indemnitee reasonably believes could relate to the Chief Executive Officer) an Indemnifiable Event or for which Indemnitee reasonably belie...ves that Indemnitee could seek Expense Advances, including a brief description (based upon information then reasonably 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 from any liability hereunder except that the obligations that it has Company shall not be liable to indemnify Indemnitee under this Agreement (i) if, and with respect to any judicial award in a Claim related to an Indemnifiable Event to the extent that, that the Company can prove that as the direct and proximate result of the failure on the part of the Indemnitee to give such notice on a timely basis, the Company was not given a reasonable opportunity to participate at its expense in the 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 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. (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 Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Claim, such Claim and the identification of the counsel that the Company intends to retain to provide such defense, 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 (i) reasonable costs of investigation investigation, (ii) reasonable costs incurred in connection with the exercise by Indemnitee of Indemnitee's right to determine (a) whether such counsel is reasonable satisfactory to Indemnitee, (b) whether any conflicts of interest may exist between Indemnitee and the Company in the defense of the Claim and/or (c) whether such counsel is adequately and effectively providing the defense Indemnification Agreement | 6 of such Claim and acting in a competent manner, or (iii) as otherwise provided below. Indemnitee shall have the right to employ its own legal counsel in such Claim, but (except as provided in the immediately preceding sentence or as otherwise provided below in this sentence) 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 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 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 or that injunctive relief may be available or (vi) Independent Counsel, (iv) the Company shall not in fact have employed counsel reasonably satisfactory to Indemnitee, to assume the defense of such Claim, Claim and/or such counsel shall fail to adequately or effectively provide the defense of such Claim or otherwise fail to act in each a competent manner, or (v) the Company is in breach of which cases its obligations under this Agreement, then Indemnitee shall be entitled to retain its own separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of 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
