Defense by Company Sample Clauses

Defense by Company. Subject to the provisions of the last sentence of this Section 11(b) and of Section 11(c) below, the Company shall have the right to defend Indemnitee in any Proceeding which may give rise to the payment of Indemnifiable Amounts hereunder; provided, however that the Company shall notify Indemnitee of any such decision to defend within ten (10) calendar days of receipt of notice of any such Proceeding under Section 11(a) above. The Company shall not, without the prior written consent of Indemnitee, consent to the entry of any judgment against Indemnitee or enter into any settlement or compromise which (i) includes an admission of fault of Indemnitee or (ii) does not include, as an unconditional term thereof, the full release of Indemnitee from all liability in respect of such Proceeding, which release shall be in form and substance reasonably satisfactory to Indemnitee. This Section 11(b) shall not apply to a Proceeding brought by Indemnitee under Section 10(a) above or pursuant to Section 19 below.
Sample 1Sample 2Sample 3See All (156)
AutoNDA by SimpleDocs
Defense by Company. Subject to the provisions of the last sentence of this Section 12(b) and of Section 12(c) below, the Company shall have the right to defend Indemnitee in any Proceeding or any claim, issue or matter involved in any Proceeding which may give rise to the indemnification of Indemnifiable Amounts hereunder; provided, however, that the Company shall notify Indemnitee of any such decision to defend within ten (10) calendar days of the Company’s receipt of notice of any such Proceeding or such claim, issue or matter under Section 12(a) above. The Company shall not, without the prior written consent of Indemnitee, consent to the entry of any judgment against Indemnitee or enter into any settlement or compromise which (i) includes an admission of fault of Indemnitee, or (ii) does not include, as an unconditional term thereof, the full release of Indemnitee from all liability in respect of such Proceeding or such claim, issue or matter, which release shall be in form and substance reasonably satisfactory to Indemnitee. This Section 12(b) shall not apply to a Proceeding or any claim, issue or matter involved in a Proceeding brought by Indemnitee under Section 11(a) above or pursuant to Section 20 below.
Sample 1Sample 2See All (24)
Defense by Company. Subject to the provisions of the last sentence of this Section 10(b) and of Section 10(c) below, the Company shall have the right to defend Indemnitee in any Proceeding which may give rise to the payment of Indemnifiable Amounts hereunder; provided, however, that the Company shall notify Indemnitee of any such decision to defend within fifteen (15) calendar days of receipt of notice of any such Proceeding under Section 10(a) above. The Company shall not, without the prior written consent of Indemnitee, which shall not be unreasonably withheld or delayed, consent to the entry of any judgment against Indemnitee or enter into any settlement or compromise which includes an admission of fault of Indemnitee. In connection with any partial or whole release of the Company from liability in respect of a Proceeding, the indemnification or indemnifiable amounts to which the Indemnitee is otherwise entitled pursuant to this Agreement or otherwise shall remain in full force and effect, and any such partial release shall not prejudice any potential rights of contribution of the Indemnitee against the Company or any third party. In connection with any partial release of the Indemnitee from liability in respect of a Proceeding, the indemnification or indemnifiable amounts to which the Indemnitee is otherwise entitled pursuant to this Agreement or otherwise with respect to such unreleased liability shall remain in full force and effect, and any such partial release shall not prejudice any potential rights of contribution of the Company against the Indemnitee or any third party. This Section 10(b) shall not apply to a Proceeding brought by Indemnitee under Section 9(a) above or pursuant to Section 18 below. The Indemnitee shall not intentionally agree to any settlement or make any admission that would be adverse to the Company or in any other way materially prejudice the Company in any Proceeding as to which indemnification is available hereunder or which is being defended by the Company without the prior written consent of the Company, which shall not be unreasonably withheld or delayed. The Indemnitee shall not intentionally incur any Expense or Liability, other than reasonable Expenses or Liabilities incurred in connection with the exercise of the Indemnitee’s rights under Section 10(c) of this Agreement, without the prior written consent of the Company, which shall not be unreasonably withheld or delayed.
Sample 1Sample 2See All (6)
Defense by Company. Subject to the provisions of the last sentence of this Section 11(b) and of Section 11(c) below, the Company shall have the right to defend Indemnitee in any Proceeding which may give rise to the payment of Indemnifiable Amounts hereunder; provided, however, that the Company shall notify Indemnitee of any such decision to defend within three weeks of the Company’s receipt of notice of any such Proceeding under Section
Sample 1
Defense by Company. In the event the Company has assumed the defense of a Claim pursuant to Section 2(e), the Company shall not, without the prior written consent of Indemnitee, consent to the entry of any judgment against Indemnitee or enter into any settlement or compromise which (i) includes an admission of fault of Indemnitee, (ii) involves damages other than solely the payment of monetary damages or (iii) does not include, as an unconditional term thereof, the full release of Indemnitee from all liability in respect of such Claim, which release shall be in form and substance reasonably satisfactory to Indemnitee.
Sample 1
Defense by Company. In the event the Company has assumed the defense of a Claim pursuant to Section 2(e), the Company shall not, without the prior written consent of Indemnitee, consent to the entry of any judgment against Indemnitee or enter into any settlement or compromise which (i) includes an admission of fault of Indemnitee, (ii) involves damages other than solely the payment of monetary damages or (iii) does not include, as an unconditional term thereof, the full release of Indemnitee from all liability in respect of such Claim, which release shall be in form and substance reasonably satisfactory to Indemnitee.
Sample 1

Related to Defense by Company

  • Notice by Company The Company shall promptly notify the Trustee and the Paying Agent of any facts known to the Company that would cause a payment of any Obligations with respect to the Notes to violate this Article 10, but failure to give such notice shall not affect the subordination of the Notes to the Senior Debt as provided in this Article 10.

  • Indemnification by Company The Company shall, to the maximum extent permitted by law, indemnify and hold harmless each Holder participating in any Offering pursuant to this Agreement, any underwriter for such Holder and each person, if any, who controls (as defined in the Act) such Holder or such underwriter against any losses, claims, damages, liabilities, judgments, settlements, awards and expenses (including attorneys' fees) (each a "Loss" and collectively "Losses") to which such Holder or underwriter or controlling person may become subject under the Act or otherwise, insofar as such Losses are caused by, based upon, arise out of, or relate to, any untrue statement or alleged untrue statement of any material fact contained in the registration statement for such Offering, any prospectus contained therein, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Company shall not be liable in any such case to the extent that any such Loss is caused by, is based upon, arises out of, or relates to, an untrue statement or alleged untrue statement or omission or alleged omission made in conformity with written information furnished by such Holder or underwriter specifically for use in preparation of such registration statement, prospectus, amendment or supplement or if, in respect to such statement, alleged statement, omission or alleged omission, the final prospectus for such registration statement corrected such statement, alleged statement, omission or alleged omission and a copy of such final prospectus was not sent or given by or on behalf of such Holder at or prior to the confirmation of the sale of shares of Common Stock of such Holder with respect to which such Loss relates. The Company shall reimburse each such Holder, underwriter or controlling person for any legal or other expenses incurred by such Holder, underwriter or controlling person in connection with investigating or defending against any such Loss as incurred if such Holder, underwriter or controlling person has provided to the Company an undertaking to repay such reimbursed expenses if it is determined that such Holder, underwriter or controlling person was not entitled to indemnification hereunder.

  • Termination by Company The Company is authorized to terminate this Fee Agreement at any time with respect to all or part of the Project upon providing the County with thirty (30) days’ written notice; provided, however, that (i) any monetary obligations existing hereunder and due and owing at the time of termination to a party hereto (including without limitation any amounts owed with respect to Section 4.03 hereof); and (ii) any provisions which are intended to survive termination shall survive such termination. In the year following such termination, all property shall be subject to ad valorem taxation or such other taxation or fee in lieu of taxation that would apply absent this Fee Agreement. The Company’s obligation to make FILOT Payments under this Fee Agreement shall terminate in the year following the year of such termination pursuant to this section.

  • By Company The Company may terminate the Executive’s employment under this Agreement by giving Notice of Termination to the Executive:

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!