BCMS Indemnification Procedure Clause Samples

BCMS Indemnification Procedure. If any action, suit or proceeding (each, a “BCMS Proceeding”) is brought against an Indemnified Person in respect of which indemnity may be sought against the Company, such Indemnified Person shall promptly notify the Company in writing of the institution of such BCMS Proceeding; provided, however, that the omission or failure to so notify the Company shall not relieve the Company from any liability which the Company may have to any Indemnified Person under this Annex A to the extent the Company is not materially prejudiced as a result thereof and in any event shall not relieve the Company from any liability which it may have otherwise than under this Annex A. Counsel to the Indemnified Persons shall be selected by the Representatives. The Company may participate at its own expense in the defense of any such action; provided, however, that counsel to the Company shall not (except with the consent of the Indemnified Person) also be counsel to the Indemnified Person. In no event shall the Company be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one BCMS Proceeding or series of related BCMS Proceedings in the same jurisdiction representing the Indemnified Persons who are parties to such BCMS Proceeding or BCMS Proceedings. The Company shall not be liable for any settlement of any BCMS Proceeding effected without its written consent but, if settled with its written consent, the Company agrees to indemnify and hold harmless the Indemnified Persons from and against any and all loss, damage, expense, liability or claim by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an Indemnified Person shall have requested the Company to reimburse the Indemnified Person for fees and expenses of counsel, then the Company agrees that it shall be liable for any settlement of any BCMS Proceeding effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by the Company of the aforesaid request, (ii) the Company shall not have fully reimbursed the Indemnified Person in accordance with such request prior to the date of such settlement and (iii) such Indemnified Person shall have given the Company at least 30 days’ prior notice of its intention to settle. The Company shall not, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened BCMS Proceeding in respect of which such Indemnified Person i...