Notification and Defense of Claims Clause Example from Business Contracts

Notification and Defense of Claims. Indemnitee agrees promptly, but in any event no later than 45 days, to notify the Company in writing upon being served with or otherwise receiving any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or any other matter that may be subject to indemnification hereunder. The failure to notify the Company promptly shall not relieve the Company from any obligation that it may have to Indemnitee under this Agreement or otherwise 4 unless and... only to the extent that the Company is prejudiced materially by such failure. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof: (a) the Company shall be entitled to participate therein at its own expense; (b) except as otherwise provided below, to the extent that it may wish, the Company, jointly with any other indemnifying party similarly notified, shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of the Company's election to assume the defense thereof, the Company shall not be liable to Indemnitee under this Agreement for any Expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided herein. Indemnitee shall have the right to employ Indemnitee's own counsel in such Proceeding, but the Expenses associated with the employment of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee unless (i) the employment of counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee shall have reasonably concluded based on the advice of counsel that there may be a conflict of interest between the Company and Indemnitee in the conduct of the defense of such Proceeding or (iii) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, and in each case the Expenses of Indemnitee's separate counsel shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or in the case that Indemnitee shall have made the conclusion provided for in clause (ii) of the preceding sentence; and (c) the Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without the Company's written consent, which consent shall not be unreasonably withheld. The Company shall be permitted to settle any Proceeding, except that it shall not settle any Proceeding in any manner that does not provide for the unconditional release from liability of Indemnitee or would impose any penalty, out-of-pocket liability or limitation on Indemnitee without Indemnitee's written consent, which consent shall not be unreasonably withheld. View More