Procedures for Notification and Defense of Claim. (a) Indemnitee shall notify the Company in writing of any matter with respect to which Indemnitee intends to seek indemnification or advancement of Expenses as soon as reasonably practicable following the receipt by Indemnitee of notice thereof. The written notification to the Company shall include, in reasonable detail, a description of the nature of the Proceeding and the facts underlying the Proceeding. The failure by Indemnitee to notify the Company will not relieve the Company from any liab
...ility that it may have to Indemnitee hereunder or otherwise than under this Agreement, and any delay in so notifying the Company shall not constitute a waiver by Indemnitee of any rights, except to the extent that such failure or delay materially prejudices the Company. 5 (b) If, at the time of the receipt of a notice of a Proceeding pursuant to the terms hereof, the Company has directors' and officers' liability insurance in effect that may be applicable to the Proceeding, the Company shall give prompt notice of the commencement of the Proceeding to the insurers in accordance with the procedures set forth in the applicable policies. The Company shall thereafter take all commercially reasonable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies. (c) In the event the Company may be obligated to make any indemnity in connection with a Proceeding, the Company shall be entitled to assume the defense of such Proceeding with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, conditioned or delayed, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee for any fees or expenses of counsel subsequently incurred by Indemnitee with respect to the same Proceeding. Notwithstanding the Company's assumption of the defense of any such Proceeding, the Company shall be obligated to pay the fees and expenses of Indemnitee's separate counsel to the extent (i) the employment of separate counsel by Indemnitee is authorized by the Company, (ii) counsel for the Company or Indemnitee shall have reasonably concluded that there is a conflict of interest between the Company and Indemnitee in the conduct of any such defense such that Indemnitee needs to be separately represented, (iii) the Company is not financially or legally able to perform its indemnification obligations, or (iv) the Company shall not have retained, or shall not continue to retain, counsel to defend such Proceeding. Regardless of any provision in this Agreement, Indemnitee shall have the right to employ counsel in any Proceeding at Indemnitee's personal expense. The Company shall not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Company. (d) Indemnitee shall give the Company such information and cooperation in connection with the Proceeding as may be reasonably appropriate. (e) The Company shall not be liable to indemnify Indemnitee for any settlement of any Proceeding (or any part thereof) effected without the Company's prior written consent, which shall not be unreasonably withheld, conditioned or delayed. The Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any action, claim or proceeding to which Indemnitee is a party is resolved in a settlement to which the Company has given its prior written consent, such settlement shall be treated as a success on the merits in the settled action, suit or proceeding. (f) The Company shall not settle any Proceeding (or any part thereof) in a manner that imposes any penalty or liability or any other obligation on Indemnitee without Indemnitee's prior written consent, which shall not be unreasonably withheld, conditioned or delayed.
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Procedures for Notification and Defense of Claim. (a)
To obtain indemnification under this Agreement, Indemnitee shall
notify submit to the Company
in writing of any matter with respect a written request, including therein or therewith such documentation and information as is reasonably available to
which Indemnitee
intends and is reasonably necessary to
seek indemnification or advancement of Expenses as soon as reasonably practicable following the determine whether and to what extent Indemnitee is entitled to indemnification, not later than th...irty (30) days after receipt by Indemnitee of notice thereof. The written notification to the Company shall include, in reasonable detail, a description of the nature commencement of the Proceeding and the facts underlying the any Proceeding. The failure by Indemnitee omission to notify the Company will not relieve the Company from any liability that which it may have to Indemnitee hereunder or otherwise than under this Agreement, and any delay in so notifying Agreement. The Secretary of the Company shall not constitute a waiver by Indemnitee of any rights, except to the extent that such failure or delay materially prejudices the Company. 5 (b) If, at the time of the shall, promptly upon receipt of such a notice of a Proceeding pursuant to request for indemnification, advise the terms hereof, the Company Board in writing that Indemnitee has directors' and officers' liability insurance in effect that may be applicable to the Proceeding, the Company shall give prompt notice of the commencement of the Proceeding to the insurers in accordance with the procedures set forth in the applicable policies. requested indemnification. (b) The Company shall thereafter take all commercially reasonable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies. (c) In the event the Company may be obligated to make any indemnity in connection with a Proceeding, the Company shall will be entitled to assume the defense of such Proceeding with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, conditioned or delayed, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee for any fees or expenses of counsel subsequently incurred by Indemnitee with respect to the same Proceeding. Notwithstanding the Company's assumption of the defense of any such Proceeding, the Company shall be obligated to pay the fees and expenses of Indemnitee's separate counsel to the extent (i) the employment of separate counsel by Indemnitee is authorized by the Company, (ii) counsel for the Company or Indemnitee shall have reasonably concluded that there is a conflict of interest between the Company and Indemnitee participate in the conduct of any such defense such that Indemnitee needs to be separately represented, (iii) the Company is not financially or legally able to perform its indemnification obligations, or (iv) the Company shall not have retained, or shall not continue to retain, counsel to defend such Proceeding. Regardless of any provision in this Agreement, Indemnitee shall have the right to employ counsel in any Proceeding at Indemnitee's personal its own expense. The Company shall not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Company. (d) Indemnitee shall give the Company such information and cooperation in connection with the Proceeding as may be reasonably appropriate. (e) The Company shall not be liable to indemnify Indemnitee for any settlement of any Proceeding (or any part thereof) effected without the Company's prior written consent, which shall not be unreasonably withheld, conditioned or delayed. The Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any action, claim or proceeding to which Indemnitee is a party is resolved in a settlement to which the Company has given its prior written consent, such settlement shall be treated as a success on the merits in the settled action, suit or proceeding. (f) The Company shall not settle any Proceeding (or any part thereof) in a manner that imposes any penalty or liability or any other obligation on Indemnitee without Indemnitee's prior written consent, which shall not be unreasonably withheld, conditioned or delayed.
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Procedures for Notification and Defense of Claim.
(a) a. To obtain indemnification under this Agreement, Indemnitee shall
notify the Company in writing of any matter with respect to which Indemnitee intends to seek indemnification or advancement of Expenses as soon as reasonably practicable following the receipt by Indemnitee of notice thereof. The written notification submit to the Company
shall include, in reasonable detail, a
description of the nature of the Proceeding written request, including therein or therewith such documentation and
th...e facts underlying the Proceeding. information as is reasonably available to Indemnitee and is reasonably necessary to determine 8 whether and to what extent Indemnitee is entitled to indemnification. The failure by Indemnitee delay or omission to notify the Company will not relieve the Company from any liability that which it may have to Indemnitee hereunder or otherwise than under this Agreement, Agreement or otherwise, and any omission or delay in so notifying the Company shall not constitute a waiver by Indemnitee of any rights, except to the extent that such failure or delay materially prejudices the Company. 5 (b) If, at the time rights under this Agreement. The Secretary of the Company shall, promptly upon receipt of such a notice of a Proceeding pursuant to request for indemnification, advise the terms hereof, the Company Board in writing that Indemnitee has directors' and officers' liability insurance in effect that may be applicable to the Proceeding, the Company shall give prompt notice of the commencement of the Proceeding to the insurers in accordance with the procedures set forth in the applicable policies. requested indemnification. b. The Company shall thereafter take all commercially reasonable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies. (c) In the event the Company may be obligated to make any indemnity in connection with a Proceeding, the Company shall will be entitled to assume the defense of such Proceeding with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, conditioned or delayed, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee for any fees or expenses of counsel subsequently incurred by Indemnitee with respect to the same Proceeding. Notwithstanding the Company's assumption of the defense of any such Proceeding, the Company shall be obligated to pay the fees and expenses of Indemnitee's separate counsel to the extent (i) the employment of separate counsel by Indemnitee is authorized by the Company, (ii) counsel for the Company or Indemnitee shall have reasonably concluded that there is a conflict of interest between the Company and Indemnitee participate in the conduct of any such defense such that Indemnitee needs to be separately represented, (iii) the Company is not financially or legally able to perform its indemnification obligations, or (iv) the Company shall not have retained, or shall not continue to retain, counsel to defend such Proceeding. Regardless of any provision in this Agreement, Indemnitee shall have the right to employ counsel in any Proceeding at Indemnitee's personal its own expense. The Company shall not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Company. (d) Indemnitee shall give the Company such information and cooperation in connection with the Proceeding as may be reasonably appropriate. (e) The Company shall not be liable to indemnify Indemnitee for any settlement of any Proceeding (or any part thereof) effected without the Company's prior written consent, which shall not be unreasonably withheld, conditioned or delayed. The Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any action, claim or proceeding to which Indemnitee is a party is resolved in a settlement to which the Company has given its prior written consent, such settlement shall be treated as a success on the merits in the settled action, suit or proceeding. (f) The Company shall not settle any Proceeding (or any part thereof) in a manner that imposes any penalty or liability or any other obligation on Indemnitee without Indemnitee's prior written consent, which shall not be unreasonably withheld, conditioned or delayed.
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Procedures for Notification and Defense of Claim.
(a) a. Indemnitee shall notify the Company in writing of any matter with respect to which Indemnitee intends to seek indemnification or advancement of Expenses
hereunder as soon as reasonably practicable following the receipt by Indemnitee of
written notice thereof. The written notification to the Company shall
include, in reasonable detail, include a description of the nature of the Proceeding and the facts underlying the Proceeding.
To obtain indemnification under this Agreement, Indemnitee sh...all submit to the Company a written request, including therein or therewith 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, not later than 30 days after the final disposition of such Proceeding. The failure omission by Indemnitee to notify the Company hereunder will not relieve the Company from any liability that which it may have to Indemnitee hereunder or otherwise than under this Agreement, and any delay in so notifying Agreement (unless the omission harms or prejudices the Company). The Secretary of the Company shall not constitute a waiver by Indemnitee of any rights, except to the extent that such failure or delay materially prejudices the Company. 5 (b) If, at the time of the shall, promptly upon receipt of 8 such a notice of a Proceeding pursuant to request for indemnification, advise the terms hereof, the Company Board in writing that Indemnitee has directors' and officers' liability insurance in effect that may be applicable to the Proceeding, the Company shall give prompt notice of the commencement of the Proceeding to the insurers in accordance with the procedures set forth in the applicable policies. requested indemnification. b. The Company shall thereafter take all commercially reasonable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies. (c) In the event the Company may be obligated to make any indemnity in connection with a Proceeding, the Company shall will be entitled to assume the defense of such Proceeding with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, conditioned or delayed, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee for any fees or expenses of counsel subsequently incurred by Indemnitee with respect to the same Proceeding. Notwithstanding the Company's assumption of the defense of any such Proceeding, the Company shall be obligated to pay the fees and expenses of Indemnitee's separate counsel to the extent (i) the employment of separate counsel by Indemnitee is authorized by the Company, (ii) counsel for the Company or Indemnitee shall have reasonably concluded that there is a conflict of interest between the Company and Indemnitee participate in the conduct of any such defense such that Indemnitee needs to be separately represented, (iii) the Company is not financially or legally able to perform its indemnification obligations, or (iv) the Company shall not have retained, or shall not continue to retain, counsel to defend such Proceeding. Regardless of any provision in this Agreement, Indemnitee shall have the right to employ counsel in any Proceeding at Indemnitee's personal its own expense. The Company shall not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Company. (d) Indemnitee shall give the Company such information and cooperation in connection with the Proceeding as may be reasonably appropriate. (e) The Company shall not be liable to indemnify Indemnitee for any settlement of any Proceeding (or any part thereof) effected without the Company's prior written consent, which shall not be unreasonably withheld, conditioned or delayed. The Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any action, claim or proceeding to which Indemnitee is a party is resolved in a settlement to which the Company has given its prior written consent, such settlement shall be treated as a success on the merits in the settled action, suit or proceeding. (f) The Company shall not settle any Proceeding (or any part thereof) in a manner that imposes any penalty or liability or any other obligation on Indemnitee without Indemnitee's prior written consent, which shall not be unreasonably withheld, conditioned or delayed.
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Procedures for Notification and Defense of Claim. (a) Indemnitee shall notify the Company in writing of any matter with respect to which Indemnitee intends to seek indemnification or advancement of Expenses
hereunder as soon as reasonably practicable following the receipt by Indemnitee of
written notice thereof. The written notification to the Company shall
include, in reasonable detail, include a description of the nature of the Proceeding and the facts underlying the Proceeding.
To obtain indemnification under this Agreement, Indemnitee shall... submit to the Company a written request, including therein or therewith 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 such Proceeding. The failure omission by Indemnitee to notify the Company hereunder will not relieve the Company from any liability that which it may have to Indemnitee hereunder or otherwise than under this Agreement, and any delay in so notifying the Company shall not constitute a waiver by Indemnitee of any rights, except to the extent that such failure or delay materially prejudices the Company. 5 (b) If, at the time rights under this Agreement. The Secretary of the Company shall, promptly upon receipt of such a notice of a Proceeding pursuant to request for indemnification, advise the terms hereof, the Company Board in writing that Indemnitee has directors' and officers' liability insurance in effect that may be applicable to the Proceeding, the Company shall give prompt notice of the commencement of the Proceeding to the insurers in accordance with the procedures set forth in the applicable policies. requested indemnification. (b) The Company shall thereafter take all commercially reasonable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies. (c) In the event the Company may be obligated to make any indemnity in connection with a Proceeding, the Company shall will be entitled to assume the defense of such Proceeding with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, conditioned or delayed, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee for any fees or expenses of counsel subsequently incurred by Indemnitee with respect to the same Proceeding. Notwithstanding the Company's assumption of the defense of any such Proceeding, the Company shall be obligated to pay the fees and expenses of Indemnitee's separate counsel to the extent (i) the employment of separate counsel by Indemnitee is authorized by the Company, (ii) counsel for the Company or Indemnitee shall have reasonably concluded that there is a conflict of interest between the Company and Indemnitee participate in the conduct of any such defense such that Indemnitee needs to be separately represented, (iii) the Company is not financially or legally able to perform its indemnification obligations, or (iv) the Company shall not have retained, or shall not continue to retain, counsel to defend such Proceeding. Regardless of any provision in this Agreement, Indemnitee shall have the right to employ counsel in any Proceeding at Indemnitee's personal its own expense. The Company shall not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Company. (d) Indemnitee shall give the Company such information and cooperation in connection with the Proceeding as may be reasonably appropriate. (e) The Company shall not be liable to indemnify Indemnitee for any settlement of any Proceeding (or any part thereof) effected without the Company's prior written consent, which shall not be unreasonably withheld, conditioned or delayed. The Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any action, claim or proceeding to which Indemnitee is a party is resolved in a settlement to which the Company has given its prior written consent, such settlement shall be treated as a success on the merits in the settled action, suit or proceeding. (f) -8- (c) The Company shall not settle any Proceeding (or (in whole or in part) if such settlement would impose any part thereof) in a manner that imposes any Expense, judgment, liability, fine, penalty or liability or any other obligation limitation on Indemnitee in respect of which Indemnitee is not entitled to be indemnified hereunder without Indemnitee's prior written consent, which shall not be unreasonably withheld, conditioned or delayed. withheld.
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Procedures for Notification and Defense of Claim.
(a) a. Indemnitee shall notify the Company in writing of any matter with respect to which Indemnitee intends to seek indemnification or advancement of Expenses
hereunder as soon as reasonably practicable following the receipt by Indemnitee of
written notice thereof. The written notification to the Company shall
include, in reasonable detail, include a description of the nature of the Proceeding and the facts underlying the Proceeding.
To obtain indemnification under this Agreement, Indemnitee sh...all submit to the Company a written request, including therein or therewith 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 such Proceeding. The failure omission by Indemnitee to notify the Company hereunder will not relieve the Company from any liability that which it may have to Indemnitee hereunder or otherwise than under this Agreement, and any delay in so notifying the Company shall not constitute a waiver by Indemnitee of any rights, except to the extent that such failure or delay materially prejudices the Company. 5 (b) If, at the time rights under this Agreement. The Secretary of the Company shall, promptly upon receipt of such a notice of a Proceeding pursuant to request for indemnification, advise the terms hereof, the Company Board in writing that Indemnitee has directors' and officers' liability insurance in effect that may be applicable to the Proceeding, the Company shall give prompt notice of the commencement of the Proceeding to the insurers in accordance with the procedures set forth in the applicable policies. requested indemnification. b. The Company shall thereafter take all commercially reasonable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies. (c) In the event the Company may be obligated to make any indemnity in connection with a Proceeding, the Company shall will be entitled to assume the defense of such Proceeding with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, conditioned or delayed, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee for any fees or expenses of counsel subsequently incurred by Indemnitee with respect to the same Proceeding. Notwithstanding the Company's assumption of the defense of any such Proceeding, the Company shall be obligated to pay the fees and expenses of Indemnitee's separate counsel to the extent (i) the employment of separate counsel by Indemnitee is authorized by the Company, (ii) counsel for the Company or Indemnitee shall have reasonably concluded that there is a conflict of interest between the Company and Indemnitee participate in the conduct of any such defense such that Indemnitee needs to be separately represented, (iii) the Company is not financially or legally able to perform its indemnification obligations, or (iv) the Company shall not have retained, or shall not continue to retain, counsel to defend such Proceeding. Regardless of any provision in this Agreement, Indemnitee shall have the right to employ counsel in any Proceeding at Indemnitee's personal its own expense. The Company shall not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Company. (d) Indemnitee shall give the Company such information and cooperation in connection with the Proceeding as may be reasonably appropriate. (e) The Company shall not be liable to indemnify Indemnitee for any settlement of any Proceeding (or any part thereof) effected without the Company's prior written consent, which shall not be unreasonably withheld, conditioned or delayed. The Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any action, claim or proceeding to which Indemnitee is a party is resolved in a settlement to which the Company has given its prior written consent, such settlement shall be treated as a success on the merits in the settled action, suit or proceeding. (f) c. The Company shall not settle any Proceeding (or (in whole or in part) if such settlement would impose any part thereof) in a manner that imposes any Expense, judgment, liability, fine, penalty or liability or any other obligation limitation on Indemnitee in respect of which Indemnitee is not entitled to be indemnified hereunder without Indemnitee's prior written consent, which shall not be unreasonably withheld, conditioned or delayed. withheld.
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Procedures for Notification and Defense of Claim. (a)
Within 30 days after service of process of Indemnitee relating to notice of the commencement of any Proceeding, Indemnitee shall
notify the Company in writing of any matter with respect to which Indemnitee intends to seek indemnification or advancement of Expenses as soon as reasonably practicable following the receipt by Indemnitee of notice thereof. The written notification submit to the Company
shall include, in reasonable detail, a
description of the nature of the Proceeding written requ...est, including such documentation and the facts underlying the Proceeding. information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The failure by Indemnitee to notify the Company within such period will not relieve the Company from any liability that it may have to Indemnitee hereunder (i) under this Agreement except to the extent the failure adversely affects the Company's rights, legal position, ability to defend or ability to obtain insurance coverage with respect to such Proceeding or (ii) otherwise than under this Agreement, and any delay in so notifying Agreement. The Secretary of the Company shall not constitute a waiver by Indemnitee of any rights, except to advise the extent that such failure or delay materially prejudices the Company. 5 (b) If, at the time of the Board in writing promptly upon receipt of such a notice of a Proceeding pursuant to the terms hereof, the Company has directors' and officers' liability insurance in effect that may be applicable to the Proceeding, request for indemnification. (b) If the Company shall give prompt notice of the commencement of the Proceeding to the insurers in accordance with the procedures set forth in the applicable policies. The Company shall thereafter take all commercially reasonable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies. (c) In the event the Company may be obligated to make any indemnity pay the Expenses in connection with a Proceeding, any Proceeding against the Indemnitee, the Company shall be entitled to assume and control the defense of such Proceeding with (with counsel approved consented to by the Indemnitee, which approval consent shall not be unreasonably withheld, conditioned or delayed, withheld), upon the delivery to the Indemnitee of written notice of its election so to do so. do. After delivery of such notice, approval of consent to such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently incurred by the Indemnitee with respect to the same Proceeding. Notwithstanding Proceeding, provided that the Company's assumption of the defense of any such Proceeding, the Company shall be obligated to pay the reasonable fees and expenses of Indemnitee's separate counsel to shall be at the extent expense of the Company if: 6 (i) the employment of separate counsel by the Indemnitee is has been previously authorized by the Company, Company; (ii) the Indemnitee or counsel for selected by the Company or Indemnitee shall have reasonably concluded that there is may be a conflict of interest between the Company and the Indemnitee or among Indemnitees jointly represented in the conduct of any such defense such that Indemnitee needs to be separately represented, defense; or (iii) the Company is not financially or legally able shall not, in fact, have employed counsel, to perform its indemnification obligations, or (iv) the Company shall not have retained, or shall not continue to retain, counsel to defend such Proceeding. Regardless of any provision in this Agreement, which Indemnitee shall have the right to employ counsel in any Proceeding at Indemnitee's personal expense. The Company shall not be entitled, without the consent of Indemnitee, has consented as aforesaid, to assume the defense of any claim brought by or such Proceeding. (c) The Company may participate in the right Proceeding at its own expense. The Company will not, without prior written consent of the Company. (d) Indemnitee shall give the Company such information and cooperation in connection with the Proceeding as may be reasonably appropriate. (e) The Company shall not be liable to indemnify Indemnitee for Indemnitee, effect any settlement of a claim in any threatened or pending Proceeding (or any part thereof) effected without the Company's prior written consent, which shall not be unreasonably withheld, conditioned or delayed. The Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any action, claim or proceeding to which Indemnitee is a party is resolved in a settlement to which the Company has given its prior written consent, unless such settlement shall solely involves the payment of money and includes an unconditional release of the Indemnitee from all liability on any claims that are or were threatened to be treated as a success on made against the merits Indemnitee in the settled action, suit or proceeding. (f) The Company shall not settle any Proceeding (or any part thereof) in a manner that imposes any penalty or liability or any other obligation on Indemnitee without Indemnitee's prior written consent, which shall not be unreasonably withheld, conditioned or delayed. Proceeding.
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Procedures for Notification and Defense of Claim. (a)
Within thirty (30) days after service of process on Indemnitee relating to notice of the commencement of any Proceeding, Indemnitee shall
submit to the Company a written request, including therein or therewith 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. The omission to notify the Company
in writing within such thirty (30) day period will not relieve t...he Company from any liability which it may have to Indemnitee under this Agreement except, and then only, to the extent the failure of any matter with respect Indemnitee to which Indemnitee intends to seek indemnification or advancement of Expenses as soon as reasonably practicable following the provide such notice within thirty (30) days after receipt by Indemnitee of notice thereof. The written notification to the Company shall include, in reasonable detail, a description of the nature commencement of any Proceeding adversely affects the Proceeding and the facts underlying the Company's rights, legal position, ability to defend or ability to obtain insurance coverage with respect to such Proceeding. The failure by Indemnitee omission to notify the Company will not relieve the Company from any liability that which it may have to Indemnitee hereunder or otherwise than under this Agreement, and any delay Agreement. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Company Board in so notifying writing that Indemnitee has requested indemnification. (b) If the Company shall not constitute a waiver by Indemnitee of any rights, except to the extent that such failure or delay materially prejudices the Company. 5 (b) If, at the time of the receipt of a notice of a Proceeding pursuant to the terms hereof, the Company has directors' and officers' liability insurance in effect that may be applicable to the Proceeding, the Company shall give prompt notice of the commencement of the Proceeding to the insurers in accordance with the procedures set forth in the applicable policies. The Company shall thereafter take all commercially reasonable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies. (c) In the event the Company may be obligated to make pay the Expenses of any indemnity in connection with a Proceeding, Proceeding against Indemnitee, the Company shall be entitled to assume and control the defense of such Proceeding with (with counsel approved consented to by Indemnitee, which approval consent shall not be unreasonably withheld, conditioned or delayed, withheld), upon the delivery to Indemnitee of written notice of its election so to do so. do. After delivery of such notice, approval of consent to such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of counsel subsequently incurred by Indemnitee with respect to the same Proceeding. Notwithstanding the Company's assumption of the defense of any such Proceeding, the Company shall be obligated to pay the fees and expenses of Indemnitee's separate counsel to the extent provided that if (i) the employment of separate counsel by Indemnitee is has been previously authorized by the Company, (ii) Indemnitee or counsel for selected by the Company or Indemnitee shall have reasonably concluded that there is may be a conflict of interest between the Company and Indemnitee or among Indemnitees jointly represented in the conduct of any such defense such that Indemnitee needs to be separately represented, or (iii) the Company is not financially or legally able shall not, in fact, have employed counsel, to perform its indemnification obligations, or (iv) which Indemnitee has consented as aforesaid, to assume the Company defense of such Proceeding, then the reasonable fees and expenses of Indemnitee's counsel shall not have retained, or shall not continue to retain, counsel to defend such Proceeding. Regardless be at the expense of any provision in this Agreement, the Company. Notwithstanding the foregoing, Indemnitee shall have the right to employ counsel in any such Proceeding at Indemnitee's personal 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 or as to which Indemnitee shall have made the conclusion provided for in clause (ii) above. (c) The Company will be entitled to participate in the right of the Company. (d) Indemnitee shall give the Company such information and cooperation in connection with the Proceeding as may be reasonably appropriate. (e) at its own expense. The Company shall not be liable to indemnify Indemnitee for will not, without prior written consent of Indemnitee, effect any settlement of a claim against Indemnitee in any threatened or pending Proceeding (or any part thereof) effected without the Company's prior written consent, which shall not be unreasonably withheld, conditioned or delayed. The Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any action, claim or proceeding to which Indemnitee is a party is resolved in a settlement to which the Company has given its prior written consent, unless such settlement shall solely involves the payment of money and includes an unconditional release of Indemnitee from all liability on any claims that are or were threatened to be treated as a success on the merits made against Indemnitee in the settled action, suit or proceeding. (f) The Company shall not settle any Proceeding (or any part thereof) in a manner that imposes any penalty or liability or any other obligation on Indemnitee without Indemnitee's prior written consent, which shall not be unreasonably withheld, conditioned or delayed. Proceeding.
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Procedures for Notification and Defense of Claim. (a) Indemnitee shall
promptly notify the Company in writing of any
matter Proceeding with respect to which Indemnitee intends to seek indemnification or advancement
of Expenses as soon as reasonably practicable hereunder following the receipt by Indemnitee of
written notice thereof. The written notification to the Company shall
include, in reasonable detail, include a description of the nature of the Proceeding and the facts underlying the Proceeding.
The To obtain indemnification under this Agr...eement, Indemnitee shall submit to the Company a written request, including therein or therewith 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 such Proceeding. Any delay or failure by Indemnitee to notify the Company hereunder will not relieve the Company from any liability that which it may have to Indemnitee hereunder or otherwise than under this Agreement, and any delay or failure in so notifying the Company shall not constitute a waiver by Indemnitee of any rights, except rights under this Agreement. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee has requested indemnification. (b) In the event Indemnitee is entitled to indemnification and/or advancement with respect to any Proceeding, Indemnitee may, at Indemnitee's option, (i) retain counsel selected by Indemnitee and approved by the extent that Company to defend Indemnitee in such failure or delay materially prejudices the Company. 5 (b) If, Proceeding, at the time sole expense of the receipt of a notice of a Proceeding pursuant to the terms hereof, Company (which approval shall not be unreasonably withheld, conditioned or delayed), or (ii) have the Company has directors' and officers' liability insurance assume the defense of Indemnitee in effect that may be applicable to the such Proceeding, in which case the Company shall give prompt notice of the commencement of the Proceeding to the insurers in accordance with the procedures set forth in the applicable policies. The Company shall thereafter take all commercially reasonable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies. (c) In the event the Company may be obligated to make any indemnity in connection with a Proceeding, the Company shall be entitled to assume the defense of such Proceeding with counsel selected by the Company and approved by Indemnitee, which Indemnitee (which approval shall not be unreasonably withheld, conditioned or delayed, upon delayed) within ten (10) days of the delivery to Indemnitee Company's receipt of written notice of its Indemnitee's election to cause the Company to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, If the Company will not be liable is required to Indemnitee for any fees or expenses of counsel subsequently incurred by Indemnitee with respect to the same Proceeding. Notwithstanding the Company's assumption of assume the defense of any such Proceeding, it shall engage legal counsel for such defense, and the Company shall be obligated to pay the solely responsible for all fees and expenses of Indemnitee's separate such legal counsel and otherwise of such defense. Such legal counsel may represent both Indemnitee and the Company (and any other party or parties entitled to be indemnified by the Company with respect to such matter) unless, in the reasonable opinion of legal counsel to the extent (i) the employment of separate counsel by Indemnitee is authorized by the Company, (ii) counsel for the Company or Indemnitee shall have reasonably concluded that Indemnitee, there is a conflict of interest between Indemnitee and the Company and (or any other such party or parties) or there are legal defenses available to Indemnitee in that are not available to the conduct of Company (or any such other party or parties). Notwithstanding either party's assumption of responsibility for defense such that Indemnitee needs to be separately represented, (iii) the Company is not financially or legally able to perform its indemnification obligations, or (iv) the Company shall not have retained, or shall not continue to retain, counsel to defend such Proceeding. Regardless of any provision in this Agreement, Indemnitee a Proceeding, each party shall have the right to employ engage separate counsel in any Proceeding at Indemnitee's personal its own expense. The party having responsibility for defense of a Proceeding shall provide the other party and its counsel with all copies of pleadings and material correspondence relating to the Proceeding. Indemnitee and the Company shall not be entitled, without the consent of Indemnitee, to assume reasonably cooperate in the defense of any claim brought by Proceeding with respect to which indemnification is sought hereunder, regardless of whether the Company or in Indemnitee assumes the right defense thereof. Indemnitee may not settle or compromise any Proceeding without the prior written consent of the Company. (d) Indemnitee shall give the Company such information and cooperation in connection with the Proceeding as may be reasonably appropriate. (e) The Company shall not be liable to indemnify Indemnitee for any settlement of any Proceeding (or any part thereof) effected without the Company's prior written consent, Company, which consent shall not be unreasonably withheld, conditioned or delayed. The Company acknowledges that a settlement may not settle or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In compromise any Proceeding without the event that any action, claim or proceeding to which Indemnitee is a party is resolved in a settlement to which the Company has given its prior written consent, such settlement shall be treated as a success on the merits in the settled action, suit or proceeding. (f) The Company shall not settle any Proceeding (or any part thereof) in a manner that imposes any penalty or liability or any other obligation on Indemnitee without Indemnitee's prior written consent, consent of Indemnitee, which consent shall not be unreasonably withheld, conditioned or delayed.
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Procedures for Notification and Defense of Claim. (a) Indemnitee shall notify the Company in writing of any matter with respect to which Indemnitee intends to seek indemnification or advancement of Expenses as soon as reasonably practicable following the receipt by Indemnitee of notice thereof. The written notification to the Company shall include,
in reasonable detail, a description of the nature of the Proceeding and the facts underlying the Proceeding. The failure by Indemnitee to notify the Company will not relieve the Company from any liab
...ility that which it may have to Indemnitee hereunder or otherwise than under this Agreement, and any delay in so notifying the Company shall not constitute a waiver by Indemnitee of any rights, except to the extent that such failure or delay materially prejudices the Company. 5 rights. (b) If, at the time of the receipt of a notice of a Proceeding pursuant to the terms hereof, the Company has directors' and officers' liability insurance in effect that may be applicable to the Proceeding, effect, the Company shall give prompt notice of the commencement of the Proceeding to the insurers in accordance with the -7- procedures set forth in the applicable policies. The Company shall thereafter take all commercially reasonable necessary and desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies. (c) In the event the Company may be obligated to make any indemnity in connection with a Proceeding, the Company shall be entitled to assume the defense of such Proceeding with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, conditioned or delayed, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee for any fees or expenses of counsel subsequently incurred by Indemnitee with respect to the same Proceeding. Notwithstanding the Company's assumption of the defense of any such Proceeding, the Company shall be obligated to pay the fees and expenses of Indemnitee's separate counsel to the extent (i) the employment of separate counsel by Indemnitee is authorized by the Company, (ii) counsel for the Company or Indemnitee shall have reasonably concluded that there is a conflict of interest between the Company and Indemnitee in the conduct of any such defense such that Indemnitee needs to be separately represented, (iii) the Company is not financially or legally able to perform its indemnification obligations, or (iv) the Company shall not have retained, or shall not continue to retain, counsel to defend such Proceeding. Regardless of any provision in this Agreement, Indemnitee shall have the right to employ counsel in any Proceeding at Indemnitee's personal expense. The Company shall not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Company. (d) Indemnitee shall give the Company such information and cooperation in connection with the Proceeding as may be reasonably appropriate. (e) The Company shall not be liable to indemnify Indemnitee for any settlement of any Proceeding (or any part thereof) effected without the Company's prior written consent, which shall not be unreasonably withheld, conditioned or delayed. The Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any action, claim or proceeding to which Indemnitee is a party is resolved in a settlement to which the Company has given its prior written consent, such settlement shall be treated as a success on the merits in the settled action, suit or proceeding. (f) The Company shall not settle any Proceeding (or any part thereof) in a manner that imposes any penalty or liability or any other obligation on Indemnitee without Indemnitee's prior written consent, which shall not be unreasonably withheld, conditioned or delayed.
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Procedures for Notification and Defense of Claim. (a) Indemnitee shall notify the Company in writing of any matter with respect to which Indemnitee intends to seek indemnification or advancement of Expenses
hereunder as soon as reasonably practicable following the receipt by Indemnitee of
written notice thereof. The written notification to the Company shall
include, in include a reasonable
detail, a description of the nature of the Proceeding and the facts underlying the
Proceeding. Proceeding, based upon the information available to the Indemn...itee. To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith 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 such Proceeding, provided that documentation and information need not be so provided to the extent that the provision thereof would undermine or otherwise jeopardize attorney-client privilege. The failure omission by Indemnitee to notify the Company hereunder will not relieve the Company from any liability that which it may have to Indemnitee hereunder or otherwise than under this Agreement, Agreement unless (and then only to the extent) the Company's ability to participate in the defense of such claim was materially and adversely affected by such failure, and any delay in so notifying the Company shall not constitute a waiver by Indemnitee of any rights, except to the extent that such failure or delay materially prejudices the Company. 5 (b) If, at the time rights under this Agreement. The Secretary of the Company shall, promptly upon receipt of such a notice of a Proceeding pursuant to request for indemnification, advise the terms hereof, Board in writing that Indemnitee has requested indemnification. (b) In the Company has directors' and officers' liability insurance in effect event that may be applicable to the Proceeding, the Company shall give prompt notice of the commencement of the Proceeding to the insurers in accordance with the procedures set forth in the applicable policies. The Company shall thereafter take all commercially reasonable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies. (c) In the event the Company may be obligated hereunder to provide indemnification for or make any indemnity in connection advancement of Expenses with a respect to any Proceeding, the Company shall be entitled to assume the defense of such Proceeding Proceeding, or any claim, issue or matter therein, with counsel approved by Indemnitee, which Indemnitee (which approval shall not be unreasonably withheld, conditioned withheld or delayed, delayed) upon the delivery to Indemnitee of written notice of its the Company's election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently incurred employed by or on behalf of Indemnitee with respect to the same Proceeding. Notwithstanding Proceeding; provided that (i) Indemnitee shall have the Company's assumption of the defense of right to employ separate counsel in any such Proceeding, the Company shall be obligated to pay the fees Proceeding at Indemnitee's expense and expenses of Indemnitee's separate counsel to the extent (i) (ii) if (A) the employment of separate counsel by Indemnitee is has been previously authorized by the Company, (ii) counsel for the Company or (B) Indemnitee shall have reasonably concluded based on the advice of counsel that there is may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense such that Indemnitee needs to be separately represented, (iii) the Company is not financially defense, or legally able to perform its indemnification obligations, or (iv) (C) the Company shall not have retained, or shall not continue to retain, retain such counsel to defend such Proceeding. Regardless Proceeding, then the reasonable fees and expenses actually and reasonably incurred by Indemnitee with respect to his or her separate counsel shall be Expenses hereunder (but not for more than one law firm plus, if applicable, local counsel in respect of any provision in this Agreement, Indemnitee shall have such Proceeding). 7 (c) In the right to employ counsel in any Proceeding at Indemnitee's personal expense. The event that the Company shall does not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in a Proceeding pursuant to Section 11(b) above, then the Company will be entitled to participate in the right of the Company. Proceeding at its own expense. (d) Indemnitee shall give the Company such information and cooperation in connection with the Proceeding as may be reasonably appropriate. (e) The Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding (or any part thereof) effected without the Company's its prior written consent, which consent (which consent shall not be unreasonably withheld, conditioned withheld or delayed. The Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any action, claim or proceeding to which Indemnitee is a party is resolved in a settlement to which the Company has given its prior written consent, such settlement shall be treated as a success on the merits in the settled action, suit or proceeding. (f) delayed). The Company shall not settle any Proceeding (or any part thereof) in a manner that imposes any penalty or liability or any other obligation on Indemnitee not, without Indemnitee's the prior written consent, which consent of Indemnitee (which consent shall not be unreasonably withheld, conditioned withheld or delayed. delayed), enter into any settlement which (i) includes an admission of fault of Indemnitee, any non-monetary remedy imposed on Indemnitee or any monetary damages for which Indemnitee is not wholly and actually indemnified hereunder or (ii) with respect to any Proceeding with respect to which Indemnitee may be or is made a party or may be otherwise entitled to seek indemnification hereunder, does not include the full release of Indemnitee from all liability in respect of such Proceeding.
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