Notice and Procedure Promptly after the Indemnified Party receives any claim or notice of the commencement of any action, administrative or legal proceeding, or investigation as to which the indemnity provided for in Sections 23.1 through 23.3 may apply, the Indemnified Party shall notify the Indemnifying Party in writing of such fact; provided, however, that the rights of the Indemnified Party shall not be forfeited by the failure to give the Indemnifying Party notice to the extent that said failure does not have a material and adverse effect on the defense of the matter. The Indemnifying Party shall assume on behalf of the Indemnified Party, and conduct with due diligence and in good faith, the defense thereof with counsel reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party shall not settle any such action or investigation unless approved by the Indemnified Party (which approval shall not be unreasonably withheld). Notwithstanding the foregoing, (a) the Indemnified Party shall have the right to be represented in any such action or investigation by advisory counsel of its own selection and at its own expense, and (b) if the Indemnified Party shall have reasonably concluded that (i) there may be legal defenses available to it that are different from, or additional to, or inconsistent with, those available to the Indemnifying Party, or (ii) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party, then, in either case, the Indemnified Party shall have the right to select separate counsel to participate in the defense of such action on its own behalf and the Indemnifying Party shall indemnify the Indemnified Party for the fees and expenses of such separate counsel. If any claim, action, proceeding or investigation arises as to which the indemnity provided for in Section 23.1, 23.2 or 23.3 applies and the Indemnifying Party fails to assume the defense of such claim, action, proceeding or investigation, then the Indemnified Party may, at the Indemnifying Party’s expense, contest or settle such claim, and the Indemnifying Party shall remain obligated to indemnify the Indemnified Party for any and all losses, damages, and liability (including, without limitation, attorneys’ fees and expenses) associated therewith. The payment of the indemnity pursuant to this Section 23.5 shall not be predicated on the Indemnified Party having made payment on any suit, action, loss, damage, claim or liability.
Notice and Procedures If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any person in respect of which indemnification may be sought pursuant to either paragraph (a) or (b) above, such person (the “Indemnified Person”) shall promptly notify the person against whom such indemnification may be sought (the “Indemnifying Person”) in writing; provided that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have under paragraph (a) or (b) above except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided, further, that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have to an Indemnified Person otherwise than under paragraph (a) or (b) above. If any such proceeding shall be brought or asserted against an Indemnified Person and it shall have notified the Indemnifying Person thereof, the Indemnifying Person shall retain counsel reasonably satisfactory to the Indemnified Person (who shall not, without the consent of the Indemnified Person, be counsel to the Indemnifying Person) to represent the Indemnified Person in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding, as incurred. In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary; (ii) the Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person; (iii) the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the Indemnifying Person; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interest between them. It is understood and agreed that the Indemnifying Person shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Persons, and that all such fees and expenses shall be paid or reimbursed as they are incurred. Any such separate firm for any Underwriter, its affiliates, directors and officers and any control persons of such Underwriter shall be designated in writing by the Representatives and any such separate firm for the Company, its directors, its officers who signed the Registration Statement and any control persons of the Company shall be designated in writing by the Company. The Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify each Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an Indemnified Person shall have requested that an Indemnifying Person reimburse the Indemnified Person for fees and expenses of counsel as contemplated by this paragraph, the Indemnifying Person shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by the Indemnifying Person of such request and (ii) the Indemnifying Person shall not have reimbursed the Indemnified Person in accordance with such request prior to the date of such settlement. No Indemnifying Person shall, without the written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnification could have been sought hereunder by such Indemnified Person, unless such settlement (x) includes an unconditional release of such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims that are the subject matter of such proceeding and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person.
Rules and Procedures (a) The Benefit Society By-Laws will be amended to provide for a 6th Director with three Directors appointed by the Unions and three Directors appointed by the Corporation.
Definition and Procedure 26.1.1 For the purposes of this PPP Agreement, "
Exclusive Procedure The grievance procedure set out above shall be exclusive and shall replace any other grievance procedure for adjustment of any disputes arising from the application and interpretation of this Agreement.
BARGAINING PROCEDURE 10.01 All negotiations with a view to the completion of a collective agreement or to effecting changes or modifications in this Agreement shall be conducted between the authorized bargaining Representatives of the Union on the one hand and the designated bargaining Representatives of the Company on the other.
Policies and Procedures i) The policies and procedures of the designated employer apply to the employee while working at both sites.
HIRING PROCEDURE B5.1 The Employer agrees that whenever employees covered by this Agreement are required, the Employer shall call the Union office of the Local Union(s) having jurisdiction.
Termination Notice and Procedure Any Covered Termination by the Company or the Executive (other than a termination of the Executive’s employment that is a Covered Termination by virtue of Section 2(b)) shall be communicated by a written notice of termination (“Notice of Termination”) to the Executive, if such Notice is given by the Company, and to the Company, if such Notice is given by the Executive, all in accordance with the following procedures and those set forth in Section 24:
ORDERING PROCEDURE Orders placed against this contract may be in the form of an agency issued purchase order on an as-required basis. Or an agency may also use the Arkansas State Purchasing Card (P- Card) to purchase furniture.
