Common use of Certain Procedures Clause in Contracts

Certain Procedures. If any Claim shall be brought or asserted against Indemnitee in respect of which indemnification may be sought hereunder, Indemnitee shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof, including the employment of counsel reasonably satisfactory to Indemnitee and the payment of all expenses. Indemnitee shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of Indemnitee unless (i) the Company agrees to pay such fees and expenses, or (ii) the Company has failed promptly to assume the defense of such action or proceeding and employ counsel reasonably satisfactory to Indemnitee in any such action or proceeding, or (iii) the named parties to any such action or proceeding include both Indemnitee and Company, and Indemnitee has been advised by counsel that there may be one or more legal defenses available to him which are different from or additional to those available to the Company, in which case, if Indemnitee notifies the Company in writing that he elects to employ separate counsel at the expense of the Company, the Company shall not have the right to assume the defense of such action or proceeding on behalf of Indemnitee and shall pay all Expenses including attorneys' fees incurred by Indemnitee in such defense. Neither the Company nor Indemnitee may settle or compromise any Claim as to which Indemnitee has notified the Company that he seeks indemnification under this Agreement, without the prior written consent of the other party hereto, provided that consent to such settlement or compromise shall not be unreasonably withheld by any of the parties hereto and shall be deemed to have been given by the Company if Indemnitee provides the Company with a written notice setting forth the material terms of such settlement or compromise and the Company does not object thereto in a written notice delivered to Indemnitee within 30 calendar days after the Company's receipt of such notice from Indemnitee. Notwithstanding the foregoing, Indemnitee shall not be required to consent to any settlement or compromise that does not include a complete, full and absolute release of the Indemnitee, in form and substance satisfactory to the Indemnitee in his or her sole discretion, from any liability under such claim.

Certain Procedures. If Any Indemnified Party will (i) give prompt written notice to Park of any Claim claim with respect to which it seeks indemnification under this Section 10 (but the failure to so notify shall be brought or asserted against Indemnitee in respect of not relieve Park from any liability which indemnification it may be sought hereunder, Indemnitee shall promptly notify have under this Agreement except to the Company in writingextent such failure materially prejudices Park), and the Company shall have the right (ii) permit Park to assume the defense thereof, including the employment of any claim made against such Indemnified Party by any person other than Park or any affiliate or controlling person of Park (a "THIRD PARTY CLAIM") with counsel reasonably satisfactory to Indemnitee and the payment of all expensesIndemnified Party. Indemnitee Any Indemnified Party hereunder shall have the right to employ separate counsel in any such action and to participate in the defense thereofof such Third Party Claim, but the fees and expenses of such separate counsel shall be at the expense of Indemnitee such Indemnified Party unless (iX) the Company agrees Park has agreed to pay such fees and or expenses, or (iiY) the Company has Park shall have failed promptly to assume the defense of such action or proceeding Third Party Claim and employ counsel reasonably satisfactory to Indemnitee in any such action or proceedingIndemnified Party, or (iiiZ) the named parties to any such action or proceeding include both Indemnitee the Indemnified Party and Company, and Indemnitee has been advised by counsel that there may be one or more legal defenses available to him which are different from or additional to those available to the CompanyPark and, in which case, if Indemnitee notifies the Company in writing that he elects to employ separate counsel at the expense reasonable judgment of the CompanyIndemnified Party, a conflict of interest may exist between the Company Indemnified Party and Park (in which case Park shall not have the right to assume the defense of such action or proceeding on behalf of Indemnitee the Indemnified Party). Park shall not settle any pending or threatened claim in respect of which any Indemnified Party is or could have been a party and in respect of which indemnification could have been sought hereunder unless such settlement shall pay all Expenses including attorneys' fees incurred by Indemnitee in such defense. Neither the Company nor Indemnitee may settle or compromise any Claim as to which Indemnitee has notified the Company that he seeks indemnification under this Agreement, without the prior written consent provide for a complete and unconditional release of each of the other party heretoIndemnified Parties hereunder. If the defense of a Third Party Claim is not assumed by Park as permitted hereunder, provided that Park will not be subject to any liability for any settlement made by the Indemnified Party without its consent to (but such settlement or compromise shall consent will not be unreasonably withheld by any of the parties hereto and shall be deemed to have been given by the Company if Indemnitee provides the Company with a written notice setting forth the material terms of such settlement or compromise and the Company does not object thereto in a written notice delivered to Indemnitee within 30 calendar days after the Company's receipt of such notice from Indemnitee. Notwithstanding the foregoing, Indemnitee shall not be required to consent to any settlement or compromise that does not include a complete, full and absolute release of the Indemnitee, in form and substance satisfactory to the Indemnitee in his or her sole discretion, from any liability under such claimwithheld).