Procedure Regarding Indemnification Sample Clauses

Procedure Regarding Indemnification. With respect to any Proceedings, the Indemnitee, prior to taking any action with respect to such Proceeding, shall consult with the Company as to the procedure to be followed in defending, settling, or compromising the Proceeding and may not consent to any settlement or compromise of the Proceeding without the written consent of the Company (which consent may not be unreasonably withheld or delayed). The Company shall be entitled to participate in defending, settling or compromising any Proceeding and to assume the defense of such Proceeding with counsel of its choice and shall assume such defense if requested by the Indemnitee. Notwithstanding the election by, or obligation of, the Company to assume the defense of a Proceeding, the Indemnitee shall have the right to participate in the defense of such Proceeding and to employ counsel of Indemnitee’s choice, but the fees and expenses of such counsel shall be at the expense of the Indemnitee unless (i) the employment of such counsel has been authorized in writing by the Company, or (ii) the Indemnitee has reasonably concluded that there may be defenses available to him which are different from or additional to those available to the Company (in which latter case the Company shall not have the right to direct the defense of such Proceeding on behalf of the Indemnitee), in either of which events the fees and expenses of not more than one additional firm of attorneys selected by the Indemnitee shall be borne by the Company. If the Company assumes the defense of a Proceeding, then counsel for the Company and Indemnitee shall keep Indemnitee reasonably informed of the status of the Proceeding and promptly send to Indemnitee copies of all documents filed or produced in the Proceeding, and the Company shall not compromise or settle any such Proceeding without the written consent of the Indemnitee (which consent may not be unreasonably withheld or delayed) if the relief provided shall be other than monetary damages and shall promptly notify the Indemnitee of any settlement and the amount thereof.
Sample 1Sample 2Sample 3See All (137)
AutoNDA by SimpleDocs
Procedure Regarding Indemnification. 50 21.4 Limitation.................................................................. 51
Sample 1
Procedure Regarding Indemnification. Each party shall give the other party prompt written notice of any claim coming within the scope of any indemnity expressly set forth in this Agreement. Upon written request of any indemnitee, the indemnitor will assume defense of such claim, action, or proceeding. The indemnitee shall cooperate with the indemnitor in the investigation, defense, and/or settlement of such claim.
Sample 1
Procedure Regarding Indemnification. Purchaser shall notify Seller in writing of any fact or circumstance which gives rise to any indemnification obligation with reasonable promptness after such fact or circumstance first comes to the attention of an executive officer of Purchaser or any affiliate thereof. A failure to notify Seller will not relieve Seller from any liability it may have hereunder or otherwise, except to the extent that such failure materially prejudices Seller's rights or its ability to defend against such complaint, action or proceeding. If Seller so elects or is requested by Purchaser, it will assume the defense of such action or proceeding, including the employment of counsel (which may be counsel to Purchaser) reasonably satisfactory to Purchaser and the payment of the fees and disbursements of such counsel. In the event, however, that Purchaser reasonably determines in its judgment that having common counsel would present such counsel with a conflict of interest or if Seller fails to assume the defense of the action or proceeding in a timely manner, then Purchaser may employ separate counsel to represent or defend it in any such action or proceeding and Seller will pay the fees and disbursements of such counsel; provided, however, that Seller will not be required to pay the fees and disbursements of more than one separate counsel for all indemnified parties in any jurisdiction in any single action or proceeding. Purchaser will cooperate with Seller in the defense of any such action or proceeding. In any action or proceeding the defense of which is assumed by Seller, Purchaser will have the right to participate in such action or proceeding and to retain its own counsel at Purchaser's own expense. Seller shall not be liable for any settlement effected without its prior written consent.
Sample 1
Procedure Regarding Indemnification. With respect to any Claims, Indemnitee, prior to taking any action with respect to such Claim, shall consult with the Company as to the procedure to be followed in defending, settling, or compromising the Claim and may not consent to any settlement or compromise of the Claim without the written consent of the Company (which consent may not be unreasonably withheld or delayed). The Company shall be entitled to participate in defending, settling or compromising any Claim and to assume the defense of such Claim with counsel of its choice and shall assume such defense if requested by Indemnitee. Notwithstanding the election by, or obligation of, the Company to assume the defense of a Claim, Indemnitee shall have the right to participate in the defense of such Claim and to employ counsel of Indemnitee’s choice, but the fees and expenses of such counsel shall be at the expense of Indemnitee unless (i) the employment of such counsel has been authorized in writing by the Company or
Sample 1

Related to Procedure Regarding Indemnification

  • Funding Indemnification If any payment of a Eurodollar Advance occurs on a date which is not the last day of the applicable Interest Period, whether because of acceleration, prepayment or otherwise, or a Eurodollar Advance is not made on the date specified by the Borrower for any reason other than default by the Lenders, the Borrower will indemnify each Lender for any loss or cost incurred by it resulting therefrom, including, without limitation, any loss or cost in liquidating or employing deposits acquired to fund or maintain such Eurodollar Advance.

  • Xxxxx Indemnification Xxxxx agrees to indemnify and hold harmless the Company and its directors and each officer of the Company that signed the Registration Statement, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendments thereto) or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Agent’s Information.

  • Survival and Indemnification 46 8.1 Survival of Representations, Warranties, and Covenants... 46

  • Procedures Relating to Indemnification (a) Any party seeking indemnification under Section 6.01 (an “Indemnified Party”) shall promptly give the Party from whom indemnification is being sought (an “Indemnifying Party”) notice of any matter which such Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement stating in reasonable detail the factual basis of the claim to the extent known by the Indemnified Party, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VI except to the extent the Indemnifying Party is materially prejudiced by such failure. With respect to any recovery or indemnification sought by an Indemnified Party from the Indemnifying Party that does not involve a Third Party Claim, if the Indemnifying Party does not notify the Indemnified Party within thirty (30) days from its receipt of the notice from the Indemnified Party that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. If the Indemnifying Party has disputed a claim for indemnification (including any Third Party Claim), the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution to such dispute. If the Indemnifying Party and the Indemnified Party cannot resolve such dispute in thirty (30) days after delivery of the dispute notice by the Indemnifying Party, such dispute shall be resolved by arbitration pursuant to Section 7.02.

Time is Money Join Law Insider Premium to draft better contracts faster.