Common use of Rights to Defend or Settle; Third Party Proceedings, etc Clause in Contracts

Rights to Defend or Settle; Third Party Proceedings, etc. (i) Corporation's Right to Defend or Settle. If, at any time, the -------------------------------------------- Corporation shall provide the Indemnified Party with an agreement in writing, in form and substance reasonably satisfactory to the Indemnified Party and the Indemnified Party's counsel, agreeing to indemnify, defend or prosecute and hold the Indemnified Party harmless from all Liabilities and Expenses arising from any Third Party Proceeding (a "Hold Harmless Agreement"), and demonstrating to the reasonable satisfaction of the Indemnified Party the Corporation's financial ability to accomplish such indemnification, the Corporation may thereafter at its own expense undertake full responsibility for the defense or prosecution of such Third Party Proceeding. The Corporation may contest or settle any such Third Party Proceeding for money damages on such terms and conditions as it deems appropriate but shall be obligated to consult in good faith with the Indemnified Party and not to contest or settle any Third Party Proceeding involving injunctive or equitable relief against or affecting the Indemnified Party or the Indemnified Party's properties or assets without the prior written consent of the Indemnified Party, such consent not to be withheld unreasonably. The Indemnified Party may participate at the Indemnified Party's own expense and with the Indemnified Party's own counsel in the defense or prosecution of a Third Party Proceeding controlled by the Corporation. Such participation shall not relieve the Corporation of its obligation to indemnify the Indemnified Party under this Agreement with respect to such Third Party Proceeding.

Rights to Defend or Settle; Third Party Proceedings, etc. (i) Corporation's Right to Defend or Settle. If, i. If the Corporation at any time, time provides the -------------------------------------------- Corporation shall provide the Indemnified Party Indemnitee with an agreement in writing, in form and substance reasonably satisfactory to the Indemnified Party Indemnitee and the Indemnified PartyIndemnitee's counsel, agreeing to indemnify, defend or prosecute and hold the Indemnified Party Indemnitee harmless from all Liabilities and Expenses arising from any Third Party Proceeding (a an "Hold Harmless AgreementAgreement of Indemnity"), and demonstrating to the reasonable satisfaction of the Indemnified Party Indemnitee the Corporation's financial ability wherewithal to accomplish such indemnification, the Corporation may thereafter at its own expense undertake full responsibility for and control of the defense or prosecution of such Third Party Proceeding. The Corporation may contest or settle any such Third Party Proceeding for money damages on such terms and conditions as it deems appropriate but shall be 6 obligated to consult in good faith with the Indemnified Party Indemnitee and not to contest or settle any Third Party Proceeding involving injunctive or equitable relief against or affecting the Indemnified Party Indemnitee or the Indemnified PartyIndemnitee's properties or assets without the prior written consent of the Indemnified PartyIndemnitee, such consent not to be withheld unreasonablyunreasonably withheld. The Indemnified Party Indemnitee may participate at the Indemnified PartyIndemnitee's own expense and with the Indemnified PartyIndemnitee's own counsel in the defense or prosecution of a Third Party Proceeding controlled by the Corporation. Such participation shall not relieve the Corporation of its obligation to indemnify the Indemnified Party under this Agreement Indemnitee with respect to such Third Party ProceedingProceeding under this Agreement.

Rights to Defend or Settle; Third Party Proceedings, etc. (i) Corporation's Right to Defend or Settle. If, i. If the Corporation at any time, time provides the -------------------------------------------- Corporation shall provide the Indemnified Party Indemnitee with an agreement in writing, in form and substance reasonably satisfactory to the Indemnified Party Indemnitee and the Indemnified PartyINDEMNIFICATION AGREEMENT PAGE 6 ------------------------------------------------------------------------------- Indemnitee's counsel, agreeing to indemnify, defend or prosecute and hold the Indemnified Party Indemnitee harmless from all Liabilities and Expenses arising from any Third Party Proceeding (a an "Hold Harmless AgreementAgreement of Indemnity"), and demonstrating to the reasonable satisfaction of the Indemnified Party Indemnitee the Corporation's financial ability wherewithal to accomplish such indemnification, the Corporation may thereafter at its own expense undertake full responsibility for and control of the defense or prosecution of such Third Party Proceeding. The Corporation may contest or settle any such Third Party Proceeding for money damages on such terms and conditions as it deems appropriate but shall be obligated to consult in good faith with the Indemnified Party Indemnitee and not to contest or settle any Third Party Proceeding involving injunctive or equitable relief against or affecting the Indemnified Party Indemnitee or the Indemnified PartyIndemnitee's properties or assets without the prior written consent of the Indemnified PartyIndemnitee, such consent not to be withheld unreasonablyunreasonably withheld. The Indemnified Party Indemnitee may participate at the Indemnified PartyIndemnitee's own expense and with the Indemnified PartyIndemnitee's own counsel in the defense or prosecution of a Third Party Proceeding controlled by the Corporation. Such participation shall not relieve the Corporation of its obligation to indemnify the Indemnified Party under this Agreement Indemnitee with respect to such Third Party ProceedingProceeding under this Agreement.

Rights to Defend or Settle; Third Party Proceedings, etc. (i) Corporation's Right to Defend or Settle1. If, If the Corporation at any time, time provides the -------------------------------------------- Corporation shall provide the Indemnified Party Indemnitee with an agreement in writing, in form and substance reasonably satisfactory to the Indemnified Party Indemnitee and the Indemnified PartyIndemnitee's counsel, agreeing to indemnify, defend or prosecute and hold the Indemnified Party Indemnitee harmless from all Liabilities and Expenses arising from any Third Party INDEMNIFICATION AGREEMENT PAGE 6 -------------------------------------------------------------------------------- Proceeding (a an "Hold Harmless AgreementAgreement of Indemnity"), and demonstrating to the reasonable satisfaction of the Indemnified Party Indemnitee the Corporation's financial ability wherewithal to accomplish such indemnification, the Corporation may thereafter at its own expense undertake full responsibility for and control of the defense or prosecution of such Third Party Proceeding. The Corporation may contest or settle any such Third Party Proceeding for money damages on such terms and conditions as it deems appropriate but shall be obligated to consult in good faith with the Indemnified Party Indemnitee and not to contest or settle any Third Party Proceeding involving injunctive or equitable relief against or affecting the Indemnified Party Indemnitee or the Indemnified PartyIndemnitee's properties or assets without the prior written consent of the Indemnified PartyIndemnitee, such consent not to be withheld unreasonablyunreasonably withheld. The Indemnified Party Indemnitee may participate at the Indemnified PartyIndemnitee's own expense and with the Indemnified PartyIndemnitee's own counsel in the defense or prosecution of a Third Party Proceeding controlled by the Corporation. Such participation shall not relieve the Corporation of its obligation to indemnify the Indemnified Party under this Agreement Indemnitee with respect to such Third Party ProceedingProceeding under this Agreement.

Rights to Defend or Settle; Third Party Proceedings, etc. (i) Corporation's Right to Defend or Settle1. If, If the Corporation at any time, time provides the -------------------------------------------- Corporation shall provide the Indemnified Party Indemnitee with an agreement in writing, in form and substance reasonably satisfactory to the Indemnified Party Indemnitee and the Indemnified PartyIndemnitee's counsel, agreeing to indemnify, defend or prosecute and hold the Indemnified Party Indemnitee harmless from all Liabilities and Expenses arising from any Third Party Proceeding (a an "Hold Harmless AgreementAgreement of Indemnity"), and demonstrating to the reasonable satisfaction of the Indemnified Party Indemnitee the Corporation's financial ability wherewithal to accomplish such indemnification, the Corporation may thereafter at its own expense undertake full responsibility for and control of the defense or prosecution of such Third Party Proceeding. The Corporation may contest or settle any such Third Party Proceeding for money damages on such terms and conditions as it deems appropriate but shall be obligated to consult in good faith with the Indemnified Party Indemnitee and not to contest or settle any Third Party Proceeding involving injunctive or equitable relief against or affecting the Indemnified Party Indemnitee or the Indemnified PartyIndemnitee's properties or assets without the prior written consent of the Indemnified PartyIndemnitee, such consent not to be withheld unreasonablyunreasonably withheld. The Indemnified Party Indemnitee may participate at the Indemnified PartyIndemnitee's own expense and with the Indemnified PartyIndemnitee's own counsel in the defense or prosecution of a Third Party Proceeding controlled by the Corporation. Such participation shall not relieve the Corporation of its obligation to indemnify the Indemnified Party under this Agreement Indemnitee with respect to such Third Party ProceedingProceeding under this Agreement.

Rights to Defend or Settle; Third Party Proceedings, etc. (i) Corporation's Right to Defend or Settle. If, i. If the Corporation at any time, time provides the -------------------------------------------- Corporation shall provide the Indemnified Party Indemnitee with an agreement in writing, in form and substance reasonably satisfactory to the Indemnified Party Indemnitee and the Indemnified PartyIndemnitee's counsel, agreeing to indemnify, defend or prosecute and hold the Indemnified Party Indemnitee harmless from all Liabilities and Expenses arising from any Third Party Proceeding (a an "Hold Harmless AgreementAgreement of Indemnity"), and demonstrating to the reasonable satisfaction of the Indemnified Party Indemnitee the Corporation's financial ability wherewithal to accomplish such indemnification, the Corporation may thereafter at its own expense undertake full responsibility for and control of the defense or prosecution of such Third Party Proceeding. The Corporation may contest or settle any such Third Party Proceeding for money damages on such terms and conditions as it deems appropriate but shall be INDEMNIFICATION AGREEMENT PAGE 6 -------------------------------------------------------------------------------- obligated to consult in good faith with the Indemnified Party Indemnitee and not to contest or settle any Third Party Proceeding involving injunctive or equitable relief against or affecting the Indemnified Party Indemnitee or the Indemnified PartyIndemnitee's properties or assets without the prior written consent of the Indemnified PartyIndemnitee, such consent not to be withheld unreasonablyunreasonably withheld. The Indemnified Party Indemnitee may participate at the Indemnified PartyIndemnitee's own expense and with the Indemnified PartyIndemnitee's own counsel in the defense or prosecution of a Third Party Proceeding controlled by the Corporation. Such participation shall not relieve the Corporation of its obligation to indemnify the Indemnified Party under this Agreement Indemnitee with respect to such Third Party ProceedingProceeding under this Agreement.