Indemnification Proceeding Sample Clauses
Indemnification Proceeding. If the claim or demand set forth in the Notice of Claim given by Indemnitee pursuant to Section 6.6 is a claim or demand asserted by a third party, Indemnitor shall have fifteen (15) days after the date such Notice of Claim is effective pursuant to Section 8.10 to give notice to Indemnitee of its election to defend such third-party claim or demand on behalf of the Indemnitee. If Indemnitor elects to defend such third-party claim or demand, Indemnitee shall make available to Indemnitor and its agents and representatives all records and other materials which are reasonably required in the defense of such third-party claim or demand and shall otherwise cooperate with, and assist Indemnitor in the defense of, such third-party claim or demand, and so long as the Indemnitor is defending such third-party claim in good faith, Indemnitee shall not pay, settle or compromise such third-party claim or demand. If Indemnitor elects to defend such third-party claim or demand, Indemnitee shall have the right to participate in the defense of such third-party claim or demand, at Indemnitee's own expense. If Indemnitor does not elect to defend such third-party claim or demand or does not defend such third-party claim or demand in good faith, Indemnitee shall have the right, in addition to any other right or remedy it may have hereunder, at Indemnitor's expense, to defend such third-party claim or demand; provided, however, that (a) Indemnitee shall not have any obligation to participate in the defense of, or defend, any such third-party claim or demand; and (b) Indemnitee's defense of or its participation in the defense of any such third-party claim or demand shall not in any way diminish or lessen the obligations of Indemnitor under the agreements of indemnification set forth in this Article 6.
Indemnification Proceeding. Should the Indemnitee become aware of any Claim or Proceeding or any other claim, action which may give rise to any entitlements under the Agreement, the Indemnitee shall
(a) as promptly as practicable (but in no event later than 45 calendar days of becoming so aware), notify the Company in writing of the existence of such a Claim, giving reasonable details relating to the Claim, including the person(s) making (or threatening to make) the respective Claim, the circumstances leading to such a Claim, the cause of action for the aim and the possible costs associated with the Claim;
(b) give to the Company and its professional advisers upon the Company’s request information and access to premises, documents and records as the Company may reasonably request, unless such access would result in a loss of privilege or where the Indemnitee is prevented by law from providing such access. In this connection, the Company shall be entitled to require the Indemnitee to take such actions and provide such information and assistance as the Company in its sole discretion deems necessary to avoid, mitigate, settle or defend the Claim;
(c) allow the Company upon its request to assume the defense of any Claim and take such actions as the Company may deem appropriate. The Indemnitee shall assist the Company as the Company may reasonably require in the conduct of such actions (unless such action could be adverse to the Indemnitee’s personal interests);
(d) make no admission of liability or enter into settlement discussions with any person in relation to any Claim without the prior written consent of the Company (which shall not be unreasonably withheld);
(e) take all necessary actions as instructed by the Company to comply with the terms of any D&O Insurance (as define below). The Company or the relevant Affiliate designated by the Company shall be entitled to settle any Claim but shall not do so before notifying the Indemnitee of its intention and consulting with the Indemnitee as to the terms of the proposed settlement. The Company shall not settle any Claim where the terms of the settlement would impose any Expense or Payment on the Indemnitee without the Indemnitee’s prior written consent. The Indemnitee and the Company shall take all actions as may be necessary or advisable to effect such a settlement. Any Expenses and Payments falling under the scope of Section 2.1 shall be paid within 30 calendar days by the Company (or by an Affiliate designated by the Company to the ex...