Common use of Cooperation of Indemnitee Clause in Contracts

Cooperation of Indemnitee. Any Person seeking indemnification pursuant to this Article 8 shall promptly notify the Corporation of any action, suit, or proceeding for which indemnification is sought and shall in all ways cooperate fully with the Corporation and its insurer, if any, in their efforts to determine whether or not indemnification is proper in the circumstances, given the applicable standard of conduct set forth in this Article 8. Any Person seeking indemnification pursuant to this Article 8 other than with respect to (a) a criminal action, suit, or proceeding, or (b) an action, suit, or proceeding by or in the right of the Corporation, shall (i) allow the Corporation and/or its insurer the right to assume direction and control of the defense thereof, if they elect to do so, including the right to select or approve defense counsel, (ii) allow the Corporation and/or its insurer the right to settle such actions, suits, or proceedings at the sole discretion of the Corporation and/or its insurer, and (iii) cooperate fully with the Corporation and its insurer in defending against, and settling such actions, suits, or proceedings.

Appears in 2 contracts

Samples: Settlement Agreement (Rightchoice Managed Care Inc), Settlement Agreement (Rightchoice Managed Care Inc)

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Cooperation of Indemnitee. Any Person person seeking indemnification pursuant to this Article 8 11 shall promptly notify the Corporation Company of any action, suit, suit or proceeding for which indemnification is sought and shall in all ways cooperate fully with the Corporation Company and its insurer, if any, in their efforts to determine whether or not indemnification is proper in the circumstances, given the applicable standard of conduct set forth in this Article 811. Any Person person seeking indemnification pursuant to this Article 8 11 other than with respect to (a) a criminal action, suit, or proceeding, or (b) an action, suit, or proceeding by or in the right of the CorporationCompany, shall (i) allow the Corporation Company and/or its insurer the right to assume direction and control of the defense thereof, if they elect to do so, including the right to select or approve defense counsel, (ii) allow the Corporation Company and/or its insurer the right to settle such actions, suits, or proceedings at the sole discretion of the Corporation Company and/or its insurer, and (iii) cooperate fully with the Corporation Company and its insurer in defending against, and settling such actions, suits, or proceedings.

Appears in 1 contract

Samples: Membership Interest Agreement

Cooperation of Indemnitee. Any Person person seeking indemnification pursuant to this Article 8 16 shall promptly notify the Corporation Company of any action, suit, suit or proceeding for which indemnification is sought and shall in all ways cooperate fully with the Corporation Company and its insurer, if any, in their efforts to determine whether or not indemnification is proper in the circumstances, given the applicable standard of conduct set forth in this Article 8article. Any Person person seeking indemnification pursuant to this Article 8 article other than with respect to (a) a criminal action, suit, or proceeding, or (b) an action, suit, or proceeding by or in the right of the CorporationCompany, shall shall (i) allow the Corporation Company and/or its insurer the right to assume direction and control of the defense thereof, if they elect to do so, including the right to select or approve defense counsel, (ii) allow the Corporation Company and/or its insurer the right to settle such actions, suits, or proceedings at the sole discretion of the Corporation Company and/or its insurer, and (iii) cooperate fully with the Corporation Company and its insurer in defending against, and settling such actions, suits, or proceedings.

Appears in 1 contract

Samples: Operating Agreement (Newgold Inc)

Cooperation of Indemnitee. Any Person person seeking indemnification pursuant to this Article Section 8 shall promptly notify the Corporation Company of any action, suit, suit or proceeding for which indemnification is sought and shall in all ways cooperate fully with the Corporation Company and its insurer, if any, in their efforts to determine whether or not indemnification is proper in the circumstances, given the applicable standard of conduct set forth in this Article Section 8. Any Person person seeking indemnification pursuant to this Article Section 8 other than with respect to (a) a criminal action, suit, or proceeding, or (b) an action, suit, or proceeding by or in the right of the CorporationCompany, shall (i) allow the Corporation Company and/or its insurer the right to assume direction and control of the defense thereof, if they elect to do so, including the right to select or approve defense counsel, (ii) allow the Corporation Company and/or its insurer the right to settle such actions, suits, or proceedings at the sole discretion of the Corporation Company and/or its insurer, and (iii) cooperate fully with the Corporation Company and its insurer in defending against, and settling such actions, suits, or proceedings.

Appears in 1 contract

Samples: Operating Agreement (LGI Leasing, LLC)

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Cooperation of Indemnitee. Any Person seeking indemnification pursuant to this Article 8 11 shall promptly notify the Corporation Company of any action, suit, suit or proceeding for which indemnification is sought and shall in all ways cooperate fully with the Corporation Company and its insurer, if any, in their efforts to determine whether or not indemnification is proper in the circumstances, given the applicable standard of conduct set forth in this Article 811. Any Person seeking indemnification pursuant to this Article 8 11 other than with respect to (a) a criminal action, suit, or proceeding, or (b) an action, suit, or proceeding by or in the right of the CorporationCompany, shall (i) allow the Corporation and/or Company and its insurer the right to assume direction and control of the defense thereof, if they elect to do so, including the right to select or approve defense counsel, (ii) allow the Corporation and/or Company and its insurer the right to settle such actions, suits, or proceedings at the sole discretion of the Corporation and/or Company and its insurer, and (iii) cooperate fully with the Corporation Company and its insurer in defending against, and settling such actions, suits, or proceedings.

Appears in 1 contract

Samples: Operating Agreement (155 East Tropicana, LLC)

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