D&O Indemnifying Party definition
Examples of D&O Indemnifying Party in a sentence
No D&O Indemnifying Party shall settle, compromise or consent to the entry of any judgment in any actual or threatened D&O Claim in respect of which indemnification has been sought by such D&O Indemnified Party hereunder unless such settlement, compromise or judgment includes an unconditional release of such D&O Indemnified Party from all liability arising out of such D&O Claim, or such D&O Indemnified Party otherwise consents thereto.
No D&O Indemnifying Party shall settle, compromise or consent to the entry of any judgment in any actual or threatened D&O Claim in respect of which indemnification has been sought by such D&O Indemnified Party hereunder unless such settlement, compromise or judgment includes an unconditional release of such D&O Indemnified Party from all liability arising out of such D&O Claim, or such D&O Indemnified Party consents thereto.
If a claim for indemnification or advancement of expenses hereunder is not paid in full within sixty (60) days after a written claim has been received by the D&O Indemnifying Party, the D&O Indemnified Party may at any time thereafter bring suit against the D&O Indemnifying Party to recover the unpaid amount of the claim, and if successful in whole or in part, the D&O Indemnified Party shall also be entitled to be paid the expenses of prosecuting such claim.
The D&O Indemnifying Party shall not, without the consent of the Company Indemnified Agent, consent to the entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Company Indemnified Agent of a release from all liability in respect to such claim or litigation or which requires action by the Company Indemnified Agent.
Each D&O Indemnitee shall be entitled to advances of all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party has assumed the defense of such claim) promptly after receipt of reasonably detailed statements therefor; provided, that any D&O Indemnitee to whom D&O Expenses are advanced undertakes to repay such advanced expenses if it is ultimately determined that such D&O Indemnitee is not entitled to indemnification.
The omission of any Company Indemnified Agent to notify a D&O Indemnifying Party of any such action shall not relieve such D&O Indemnifying Party from any Liability which it may have to such Company Indemnified Agent other than pursuant to this Section 6.6, unless, and only to the extent that, such omission actually and materially prejudices the D&O Indemnifying Party.