Common use of INDEMNIFICATION, LITIGATION Clause in Contracts

INDEMNIFICATION, LITIGATION. If the Executive is made a party, or threatened to be made a party, to any lawsuit or proceeding solely as a result or on account of his services under this Agreement, the Company shall indemnify and defend the Executive and hold him harmless against all expenses (including, without limitation, reasonable legal fees and costs), liabilities and losses incurred or suffered by him in connection with or on account of such lawsuit or proceeding, (i) to the fullest extent permitted under the Delaware Corporation Law ("DCL"), as the same now exists or may hereafter be amended (but, in the case of any such amendment, if permissible by the DCL, only to the extent that such amendment permits the Company to provide broader indemnification rights than the DCL permitted the Company to provide prior to such amendment) and (ii) in the same manner, and subject to the same procedures, as is applicable to any members of the Board of Directors of the Company; except that in order to have a right to this indemnification, the Executive shall (i) provide the Company with prompt written notice of any such lawsuit or proceeding (whether pending or threatened); (ii) not settle any pending or threatened lawsuit or proceeding without the prior written consent of the Company; and (iii) execute an undertaking agreement upon mutually satisfactory terms. In addition, the Executive agrees that the Company shall have the right, but not the obligation, to assume and direct the Executive's defense in any action with counsel reasonably satisfactory to Executive.

INDEMNIFICATION, LITIGATION. If the Executive is made a party, or threatened to be made a party, to any lawsuit or proceeding solely as a result of, or on account of of, his services under this Agreement, the Company shall indemnify and defend the Executive and hold him harmless against all expenses (including, without limitation, reasonable legal fees and costs), liabilities and losses incurred or suffered by him in connection with or on account of such lawsuit or proceeding, proceeding (i) to the fullest extent permitted under the Delaware General Corporation Law ("DCL"the “DGCL”), as the same now exists or may hereafter be amended (but, in the case of any such amendment, if permissible by the DCLDGCL, only to the extent that such amendment permits the Company to provide broader indemnification rights than the DCL DGCL permitted the Company to provide prior to such amendment) and (ii) in the same manner, and subject to the same procedures, as is applicable to any members of the Board of Directors of the Company; except that in order to have a right to this indemnification, the Executive shall (i) provide the Company with prompt written notice of any such lawsuit or proceeding (whether pending or threatened); (ii) not settle any pending or threatened lawsuit or proceeding without the prior written consent of the Company; and (iii) execute an undertaking agreement upon mutually satisfactory terms. In addition, the Executive agrees that the Company shall have the right, but not the obligation, to assume and direct the Executive's ’s defense in any action with counsel reasonably satisfactory to the Executive.