AGREEMENT OF INDEMNITORS TO INDEMNIFY Sample Clauses

AGREEMENT OF INDEMNITORS TO INDEMNIFY. Subject to the terms and ------------------------------------- conditions of this Article 10, Indemnitors jointly and severally agree to indemnify, defend, and hold harmless Indemnitees, and each of them, from, against, for and in respect of any and all Losses asserted against, or paid, suffered or incurred by, an Indemnitee and resulting from, based upon, or arising out of: (a) the inaccuracy, untruth, incompleteness or breach of any representation or warranty of any Indemnitor or Source contained in or made pursuant to this Agreement or in any certificate, Schedule, or Exhibit furnished by Indemnitors or Source in connection herewith (except that Source shall not be obligated to indemnify NDC for Losses arising out of the termination or cancellation of a Source Contract by a third party prior to Closing; provided that such termination or cancellation was not due to any breach of such Contract by Source), and for purposes of this Section 10.1(a) any qualification of such representations and warranties by reference to the materiality of matters stated therein or as to matters having or not having a "Material Adverse Effect,", and any limitation of such representations and warranties as being "to the knowledge of," or "known to" or words of similar effect, shall be disregarded, in determining any inaccuracy, untruth, incompleteness or breach thereof; (b) a breach of or failure to perform any covenant or agreement of Indemnitors or Source made in this Agreement; (c) any and all Taxes arising out of or associated with the Divestiture, as provided in Section 7.1(b) and determined as provided in Section 10.12; (d) any and all Taxes arising out of or associated with the matters set forth on Section 5.8(a)(ii) of the Source Disclosure Memorandum to the extent that, after using commercially reasonable efforts, NDC has been unable to collect such amounts from Xxxxx International Inc. or the customers involved in the transactions resulting in such Taxes; provided that NDC shall not pay such amounts to the applicable governmental authorities without direct assessment, or similar notice, from such authority directing payment thereof; or (e) any and all Losses relating to the matter set forth in Section 5.16(2) of the Source Disclosure Memorandum.
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AGREEMENT OF INDEMNITORS TO INDEMNIFY. Subject to the terms and conditions of this Section 12, each of the Stockholders and ACE (the "Indemnitors") jointly and severally agree to indemnify, defend and hold harmless GPI and any of its affiliates ("Indemnitees"), and each of them, from, against, for and in respect of any and all losses asserted against, or paid, suffered or incurred by, an Indemnitee and resulting from, based upon or arising out of the inaccuracy, untruth, incompleteness or breach of any representation or warranty of any Indemnitor contained in or made pursuant to Sections 5(e), 5(i), 5(k) or 5(z) of this Agreement.
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AGREEMENT OF INDEMNITORS TO INDEMNIFY. 8.1.1 Each Party agrees to indemnify, defend (at the other Party's request), and save harmless the other Party and their Indemnitees from and against any Losses that arise out of or result from (1) injuries or death to persons or damage to property, including theft, in any way caused by the performance of the Services performed by such Party hereunder; (2) assertions under workers' compensation or similar acts made by persons furnished by such Party or by any of its subcontractors or by reason of any injuries to such persons for which such Party is responsible under workers' compensation laws; (3) any failure on the part of such Party to satisfy all claims to third LORAL SKYNET AND PLAYBOY PROPRIETARY Playboy Entertainment Group, Inc. Contract Number GSS0210100 Terms and Conditions February 4, 2003 Page 15 of 24 parties for labor, equipment, materials, and other obligations relating directly or indirectly to the performance of the Services, unless caused by the other Party hereto; (4) Third Party Claims arising from any breach or failure to perform any covenant or agreement made in this Agreement; (5) Third Party Claims arising from the inaccuracy, untruth, incompleteness, or breach of any representation or warranty contained in or made pursuant to this Agreement or in any certificate, schedule, or Appendix furnished pursuant hereto or thereto; (6) infringement or alleged infringement of any third-party patent, copyright, trademark, database, trade secret, or similar rights occurring due to the use, sale, or licensing of any software, content, products, or services supplied or used by such Party in the performance of its obligations hereunder; or (7) libel or slander against, or invasion of the right of privacy, publicity, or property, or any misappropriation of any other right, of any third party in connection with the services or content supplied by such Party hereunder. 8.1.2 Each Party shall use its reasonable efforts to secure indemnification rights from each third party from which it after the date hereof licenses software, content, products, or services to be used by such Party and/or its Affiliates in connection with the Services, which rights cover Losses incurred by the other Party and its Indemnitees arising out of or resulting from the infringement or alleged infringement of third-party patent, copyright, trademark, database, trade secret or similar rights by the use of such licensed software, content, product, or services in connection with th...
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AGREEMENT OF INDEMNITORS TO INDEMNIFY. EXECUTION COPY Subject to the terms and conditions of this Article, Indemnitors agree to indemnify, defend, and hold harmless Indemnitees, and each of them, from, against, for, and in respect of any and all Losses asserted against, or paid, suffered or incurred by, an Indemnitee and resulting from, based upon, or arising out of: (a) the inaccuracy, untruth, or incompleteness of any material representation or warranty of the Indemnitor contained in or made pursuant to this Agreement or in any certificate, Schedule, or Exhibit furnished by Indemnitors in connection herewith; (b) a breach of or failure to perform any material covenant or agreement of Indemnitors made in this Agreement; (c) the failure to comply with the Bulk Sales Act or any comparable law to the extent such act or law is or may be deemed to be applicable to the transactions provided for herein; and
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AGREEMENT OF INDEMNITORS TO INDEMNIFY. Subject to the terms and ------------------------------------- conditions of this Article 8, each of the Indemnitors severally, but not jointly, agree to indemnify, defend, and hold harmless Indemnitees, and each of them, from, against, for and in respect of any and all Losses asserted against, or paid, suffered or incurred by, an Indemnitee and resulting from, based upon, or arising out of: (a) the inaccuracy, untruth, incompleteness or breach of any representation or warranty of the Indemnitor contained in or made pursuant to Article 2 of this Agreement or in any certificate, Schedule, or Exhibit furnished by the Indemnitor in connection herewith; and (b) a breach of or failure to perform any covenant or agreement of the Indemnitor made in this Agreement.
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AGREEMENT OF INDEMNITORS TO INDEMNIFY. Subject to the terms and ------------------------------------- conditions of this ARTICLE 7, Indemnitors jointly and severally agree to indemnify, defend, and hold harmless Indemnitees, and each of them, from, against, for and in respect of any and all Losses asserted against, or paid, suffered or incurred by, an Indemnitee and resulting from, based upon, or arising out of: (a) the inaccuracy, untruth, incompleteness or breach of any representation or warranty of Engage or CMG contained in or made pursuant to this Agreement or in any certificate, Schedule, or Exhibit furnished by Indemnitors in connection herewith; (b) a breach of or failure to perform any covenant or agreement of CMG or Engage made in this Agreement; or (c) any Liability of Engage or CMG, other than the Assumed Liabilities.
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AGREEMENT OF INDEMNITORS TO INDEMNIFY. Subject to the terms and ------------------------------------- conditions of this Article 11, (a) Indemnitors jointly and severally agree to ---------- indemnify and hold harmless Indemnitees, and each of them, from, against, for and in respect of any and all Losses asserted against, or paid, suffered or incurred by, an Indemnitee by reason of, based upon, or arising out of the inaccuracy, untruth, incompleteness or breach of any representation, warranty, covenant or agreement contained in or made pursuant to this Agreement by DMK or in any certificate, schedule or exhibit published or delivered by DMK in connection herewith and (b) each Shareholder severally, and not jointly, agrees to indemnify and hold harmless Indemnitees, and each of them, from, against, for and in respect of any and all Losses asserted against, or paid, suffered or incurred by, an Indemnitee by reason of, based upon, or arising out of the inaccuracy, untruth, incompleteness or breach of any representation, warranty, covenant or agreement contained in or made pursuant to this Agreement by such Shareholder or in any certificate, schedule or exhibit published or delivered by such Shareholder in connection herewith.
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AGREEMENT OF INDEMNITORS TO INDEMNIFY. Subject to the terms and ------------------------------------- conditions of this Article 7, Indemnitors jointly and severally agree to indemnify, defend, and hold harmless Indemnitees, and each of them, from, against, for and in respect of any and all Losses asserted against, or paid, suffered or incurred by, an Indemnitee and resulting from, based upon, or arising out of: (a) the inaccuracy, untruth, incompleteness or breach of any representation or warranty of any Member or TeleT contained in or made pursuant to this Agreement, any Related Agreement or in any certificate, Schedule, or Exhibit furnished by Indemnitors in connection herewith and for purposes of this Section 7.1(a) any qualification of such representations and warranties by reference to the materiality of matters stated therein or as to matters having or not having a "Material Adverse Effect,", and any limitation of such representations and warranties as being "to the Knowledge of," or "known to" or words of similar effect, shall be disregarded, in determining any inaccuracy, untruth, incompleteness or breach thereof; (b) a breach of or failure to perform any covenant or agreement of the Member or TeleT made in this Agreement; (c) any Liability of TeleT or any TeleT Company, other than the Assumed Liabilities; (d) without limiting the application of Sections 7.1(a), 7.1(b) and 7.1(c), any Third Party Claim arising out of or relating to any act or omission by TeleT, Connect, any TeleT Company, and any shareholder, Member, director, officer, employee or agent of any of the foregoing occurring prior to the Closing; or (e) without limiting the application of Sections 7.1(a), 7.1(b), 7.1(c) or 7.1(d), any Third Party Claim (including, without limitation, any Third Party Claim arising out of the matters, described in Sections 2.10 and 2.17 of the TeleT Disclosure Memorandum) of patent infringement, copyright infringement contributory infringement or inducing infringement resulting from the manufacture, use, sale, importation or licensing of (i) TeleT's products as they exist at the Closing, including those products currently known as AMAIL, DIALWEB, CROSS MEDIA MESSAGING and PERSONAL COMMUNICATIONS CONTROL CENTER (both PC2 and PC3), (ii) any products substantially equivalent to TeleT's products as they exist at the Closing, including those products currently known as AMAIL, DIALWEB, CROSS MEDIA MESSAGING or PERSONAL COMMUNICATIONS CONTROL CENTER (both PC2 and PC3), or (iii) any Software or other...
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AGREEMENT OF INDEMNITORS TO INDEMNIFY. Subject to the terms and conditions of this Article, Indemnitors agree, jointly and severally, to indemnify, defend, and hold harmless Indemnitees, and each of them, from, against, for, and in respect of any and all Losses asserted against, or paid, suffered or incurred by, an Indemnitee and resulting from, based upon, or arising out of: (a) the inaccuracy, untruth, or incompleteness of any material representation or warranty of Indemnitors contained in or made pursuant to this Agreement or in any certificate, Schedule, or Exhibit furnished by Indemnitors in connection herewith; and (b) a breach of or failure to perform any material covenant or agreement of Indemnitors made in this Agreement.
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Related to AGREEMENT OF INDEMNITORS TO INDEMNIFY

  • Payment of Indemnification If, in regard to any Losses: (i) Indemnitee shall be entitled to indemnification pursuant to Section 8(a); (ii) no Standard Conduct Determination is legally required as a condition to indemnification of Indemnitee hereunder; or (iii) Indemnitee has been determined or deemed pursuant to Section 8(b) or Section 8(c) to have satisfied the Standard of Conduct Determination, then the Company shall pay to Indemnitee, within thirty days after the later of (A) the Notification Date or (B) the earliest date on which the applicable criterion specified in clause (i), (ii) or (iii) is satisfied, an amount equal to such Losses.

  • Indemnification of Indemnitee Subject to the limitations set forth herein and particularly in Section 6 hereof, the Corporation shall indemnify Indemnitee as follows: (a) The Corporation shall, with respect to any Proceeding (as hereinafter defined), indemnify Indemnitee to the fullest extent permitted by applicable law or as such law may from time to time be amended (but, in the case of any such amendment, only to the extent such amendment permits the Corporation to provide broader indemnification rights than the law permitted the Corporation to provide before such amendment). The right to indemnification conferred herein shall be presumed to have been relied upon by Indemnitee in serving or continuing to serve the Corporation as an Agent and shall be enforceable as a contract right. Without in any way diminishing the scope of the indemnification provided by this Section 2(a), the rights of indemnification of Indemnitee shall include but shall not be limited to those rights hereinafter set forth. (b) The Corporation shall indemnify Indemnitee if Indemnitee is or was a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Corporation) by reason of the fact that Indemnitee is or was an Agent of the Corporation, or any subsidiary of the Corporation, or by reason of the fact that Indemnitee is or was serving at the request of the Corporation as an Agent of another corporation, partnership, joint venture, trust or other enterprise, against Expenses (as hereinafter defined) or Liabilities (as hereinafter defined), actually and reasonably incurred by Indemnitee in connection with such Proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful. (c) The Corporation shall indemnify Indemnitee if Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Corporation or any subsidiary of the Corporation to procure a judgment in its favor by reason of the fact that Indemnitee is or was an Agent of the Corporation, or any subsidiary of the Corporation, or by reason of the fact that Indemnitee is or was serving at the request of the Corporation as an Agent of another corporation, partnership, joint venture, trust or other enterprise, against Expenses and, to the fullest extent permitted by law, Liabilities if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which Indemnitee shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery of the State of Delaware or such other court shall deem proper.

  • Indemnification of Indemnitees From and after Bank Closing and subject to the limitations set forth in this Section and Section 12.6 and compliance by the Indemnitees with Section 12.2, the Receiver agrees to indemnify and hold harmless the Indemnitees against any and all costs, losses, liabilities, expenses (including attorneys' fees) incurred prior to the assumption of defense by the Receiver pursuant to paragraph (d) of Section 12.2, judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with claims against any Indemnitee based on liabilities of the Failed Bank that are not assumed by the Assuming Institution pursuant to this Agreement or subsequent to the execution hereof by the Assuming Institution or any Subsidiary or Affiliate of the Assuming Institution for which indemnification is provided hereunder in (a) of this Section 12.1, subject to certain exclusions as provided in (b) of this Section 12.1: (1) claims based on the rights of any shareholder or former shareholder as such of

  • Indemnification and Exculpation of Indemnitees (a) The Partnership shall indemnify an Indemnitee from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including reasonable legal fees and expenses), judgments, fines, settlements, and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, that relate to the operations of the Partnership as set forth in this Agreement in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, unless it is established that: (i) the act or omission of the Indemnitee was material to the matter giving rise to the proceeding and either was committed in bad faith or was the result of active and deliberate dishonesty; (ii) the Indemnitee actually received an improper personal benefit in money, property or services; or (iii) in the case of any criminal proceeding, the Indemnitee had reasonable cause to believe that the act or omission was unlawful. Any indemnification pursuant to this Section 6.3 shall be made only out of the assets of the Partnership. (b) The Partnership shall reimburse an Indemnitee for reasonable expenses incurred by an Indemnitee who is a party to a proceeding in advance of the final disposition of the proceeding upon receipt by the Partnership of (i) a written affirmation by the Indemnitee of the Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Partnership as authorized in this Section 6.3 has been met, and (ii) a written undertaking by or on behalf of the Indemnitee to repay the amount if it shall ultimately be determined that the standard of conduct has not been met. (c) The indemnification provided by this Section 6.3 shall be in addition to any other rights to which an Indemnitee or any other Person may be entitled under any agreement, pursuant to any vote of the Partners, as a matter of law or otherwise, and shall continue as to an Indemnitee who has ceased to serve in such capacity. (d) The Partnership may purchase and maintain insurance, on behalf of the Indemnitees and such other Persons as the General Partner shall determine, against any liability that may be asserted against or expenses that may be incurred by such Person in connection with the Partnership’s activities, regardless of whether the Partnership would have the power to indemnify such Person against such liability under the provisions of this Agreement. (e) For purposes of this Section 6.3, the Partnership shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by it of its duties to the Partnership also imposes duties on, or otherwise involves services by, it to the plan or participants or beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall constitute fines within the meaning of this Section 6.3; and actions taken or omitted by the Indemnitee with respect to an employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the Partnership. (f) In no event may an Indemnitee subject the Limited Partners to personal liability by reason of the indemnification provisions set forth in this Agreement. (g) An Indemnitee shall not be denied indemnification in whole or in part under this Section 6.3 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement. (h) The provisions of this Section 6.3 are for the benefit of the Indemnitees, their heirs, successors, assigns and administrators and shall not be deemed to create any rights for the benefit of any other Persons. (i) Notwithstanding the foregoing, the Partnership may not indemnify or hold harmless an Indemnitee for any liability or loss unless all of the following conditions are met: (i) the Indemnitee has determined, in good faith, that the course of conduct that caused the loss or liability was in the best interests of the Partnership; (ii) the Indemnitee was acting on behalf of or performing services for the Partnership; (iii) the liability or loss was not the result of (A) negligence or misconduct, in the case that the Indemnitee is a director of the General Partner (other than an Independent Director), the Advisor or an Affiliate of the Advisor or (B) gross negligence or willful misconduct, in the case that the Indemnitee is an Independent Director; and (iv) the indemnification or agreement to hold harmless is recoverable only out of net assets of the Partnership. In addition, the Partnership shall not provide indemnification for any loss, liability or expense arising from or out of an alleged violation of federal or state securities laws by such party unless one or more of the following conditions are met: (i) there has been a successful adjudication on the merits of each count involving alleged material securities law violations as to the Indemnitee; (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the Indemnitee; or (iii) a court of competent jurisdiction approves a settlement of the claims against the Indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the Commission and of the published position of any state securities regulatory authority in which Securities were offered or sold as to indemnification for violations of securities laws.

  • Indemnity of Indemnitee The Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted by law, as such may be amended from time to time. In furtherance of the foregoing indemnification, and without limiting the generality thereof:

  • Agreement to Indemnify (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, including the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law. (b) Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon, to the extent permitted by law. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee.

  • Conditions to Indemnification An indemnified party must give the other party(ies) prompt written notice of any claim and allow the indemnifying party to defend or settle the claim as a condition to indemnification. No settlement shall bind any party without such party’s written consent.

  • Exception to Right of Indemnification or Advancement of Expenses Notwithstanding any other provision of this Agreement, Indemnitee shall not be entitled to indemnification or advancement of Expenses under this Agreement with respect to any Proceeding, or any claim therein, brought or made by him against the Company.

  • Conditions Precedent to Indemnification It shall be a condition precedent to the obligation of the Receiver to indemnify any Person pursuant to this Article XII that such Person shall, with respect to any claim made or threatened against such Person for which such Person is or may be entitled to indemnification hereunder: (a) give written notice to the Regional Counsel (Litigation Branch) of the Corporation in the manner and at the address provided in Section 13.7 of such claim as soon as practicable after such claim is made or threatened; provided, that notice must be given on or before the date which is six (6) years from the date of this Agreement; (b) provide to the Receiver such information and cooperation with respect to such claim as the Receiver may reasonably require; (c) cooperate and take all steps, as the Receiver may reasonably require, to preserve and protect any defense to such claim; (d) in the event suit is brought with respect to such claim, upon reasonable prior notice, afford to the Receiver the right, which the Receiver may exercise in its sole discretion, to conduct the investigation, control the defense and effect settlement of such claim, including without limitation the right to designate counsel and to control all negotiations, litigation, arbitration, settlements, compromises and appeals of any such claim, all of which shall be at the expense of the Receiver; provided, that the Receiver shall have notified the Person claiming indemnification in writing that such claim is a claim with respect to which the Person claiming indemnification is entitled to indemnification under this Article XII; (e) not incur any costs or expenses in connection with any response or suit with respect to such claim, unless such costs or expenses were incurred upon the written direction of the Receiver; provided, that the Receiver shall not be obligated to reimburse the amount of any such costs or expenses unless such costs or expenses were incurred upon the written direction of the Receiver; (f) not release or settle such claim or make any payment or admission with respect thereto, unless the Receiver consents in writing thereto, which consent shall not be unreasonably withheld; provided, that the Receiver shall not be obligated to reimburse the amount of any such settlement or payment unless such settlement or payment was effected upon the written direction of the Receiver; and (g) take reasonable action as the Receiver may request in writing as necessary to preserve, protect or enforce the rights of the indemnified Person against any Primary Indemnitor.

  • Exception to Right of Indemnification or Advance of Expenses Notwithstanding any other provision of this Agreement, Indemnitee shall not be entitled to indemnification or advance of Expenses under this Agreement with respect to any Proceeding brought by Indemnitee, unless (a) the Proceeding is brought to enforce indemnification under this Agreement, and then only to the extent in accordance with and as authorized by Sections 8 and 11 of this Agreement, or (b) the Company's Bylaws, as amended, the Charter, a resolution of the stockholders entitled to vote generally in the election of directors or of the Board of Directors or an agreement approved by the Board of Directors to which the Company is a party expressly provide otherwise.

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