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Common use of Defense by Company Clause in Contracts

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.

Appears in 41 contracts

Samples: Indemnification Agreement (NeuroMetrix, Inc.), Indemnification Agreement (Watts Water Technologies Inc), Indemnification Agreement (Watts Water Technologies Inc)

Defense by Company. Subject to the provisions of the last sentence of this Section 11(b12(b) and of Section 11(c12(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 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 under Section 11(a12(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(b12(b) shall not apply to a Proceeding brought by Indemnitee under Section 10(a11(a) above or pursuant to Section 19 20 below.

Appears in 16 contracts

Samples: Employment Agreement (Adial Pharmaceuticals, Inc.), Employment Agreement (Adial Pharmaceuticals, Inc.), Indemnification Agreement (CervoMed Inc.)

Defense by Company. Subject to the provisions of the last sentence of this Section 11(b12(b) and of Section 11(c12(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(a12(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(b12(b) shall not apply to a Proceeding brought by Indemnitee under Section 10(a11(a) above or pursuant to Section 19 20 below.

Appears in 12 contracts

Samples: Indemnification Agreement (Marshall Edwards Inc), Indemnification Agreement (Aegerion Pharmaceuticals, Inc.), Indemnification Agreement (Deckers Outdoor Corp)

Defense by Company. Subject to the provisions of the last sentence of this Section 11(b12(b) and of Section 11(c) below12(c), 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) above12(a). 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(b12(b) shall not apply to a Proceeding brought by Indemnitee under Section 10(a11(a) above or pursuant to Section 19 below20.

Appears in 11 contracts

Samples: Indemnification Agreement (LGAM Private Credit LLC), Indemnification Agreement (Muzinich Corporate Lending Income Fund, Inc.), Indemnification Agreement (North Haven Private Income Fund a LLC)

Defense by Company. Subject to the provisions of the last sentence of this Section 11(b14(b) and of Section 11(c14(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 thirty (1030) calendar days of receipt of notice of any such Proceeding under Section 11(a14(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(b14(b) shall not apply to a Proceeding brought by Indemnitee under Section 10(a13(a) above or pursuant to Section 19 22 below.

Appears in 7 contracts

Samples: Indemnification Agreement (Eagle Test Systems, Inc.), Indemnification Agreement (Lemaitre Vascular Inc), Indemnification Agreement (BladeLogic, Inc.)

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.

Appears in 6 contracts

Samples: Indemnification Agreement (Wyndham International Inc), Indemnification Agreement (Harvard Bioscience Inc), Indemnification Agreement (Wyndham International Inc)

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; providedPROVIDED, however 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.

Appears in 6 contracts

Samples: Director Indemnification Agreement (Front Porch Digital Inc), Director Indemnification Agreement (Front Porch Digital Inc), Director Indemnification Agreement (Front Porch Digital Inc)

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 ), above, or pursuant to Section 19 20, below.

Appears in 5 contracts

Samples: Indemnification Agreement (Harvard Bioscience Inc), Indemnification Agreement (Harvard Bioscience Inc), Indemnification Agreement (Eyegate Pharmaceuticals Inc)

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 hereunderhereunder with counsel chosen by the Company with the consent of the Indemnitee (which consent shall not be unreasonably withheld); 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.

Appears in 5 contracts

Samples: Indemnification Agreement (Rogers Corp), Indemnification Agreement (Rogers Corp), Indemnification Agreement (Rogers Corp)

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.. ​

Appears in 5 contracts

Samples: Indemnification Agreement (Watts Water Technologies Inc), Indemnification Agreement (Watts Water Technologies Inc), Indemnification Agreement (Watts Water Technologies Inc)

Defense by Company. Subject to the provisions of the last sentence of this Section 11(b14(b) and of Section 11(c14(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 however, that the Company shall notify Indemnitee of any such decision to defend within ten thirty (1030) calendar days of receipt of notice of any such Proceeding under Section 11(a14(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(b14(b) shall not apply to a Proceeding brought by Indemnitee under Section 10(a13(a) above or pursuant to Section 19 22 below.

Appears in 3 contracts

Samples: Personal Indemnification Agreement (Majesco Entertainment Co), Personal Indemnification Agreement (Majesco Entertainment Co), Employment Agreement (Metabolix, Inc.)

Defense by Company. Subject to the provisions of the last sentence of this Section 11(b) and of Section 11(c) below10(b), 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 Indemnitees of any such decision to defend within ten (10) calendar days of receipt of notice of any such Proceeding under Section 11(a10(a) above. The Company shall not, without the prior written consent of IndemniteeIndemnitees, consent to the entry of any judgment against any Indemnitee or enter into any settlement or compromise which (i) includes an admission of fault of any Indemnitee or (ii) does not include, as an unconditional term thereof, the full release of any Indemnitee from all liability in respect of such Proceeding, which release shall be in form and substance reasonably satisfactory to IndemniteeIndemnitees. This Section 11(b10(b) shall not apply to a Proceeding brought by any Indemnitee under Section 10(a9(a) above or pursuant to Section 19 17 below.

Appears in 3 contracts

Samples: Indemnification Agreement (Trustwave Holdings, Inc.), Indemnification Agreement (Trustwave Holdings, Inc.), Indemnification Agreement (Trustwave Holdings, Inc.)

Defense by Company. Subject to the provisions of the last sentence of this Section 11(b12(b) and of Section 11(c12(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 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(a12(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 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. Indemnitee shall not, without the prior written consent of the Company (which consent will not be unreasonably withheld or delayed), consent to the entry of any judgment against Indemnitee or enter into any settlement or compromise with respect to which the Company has indemnification obligations to Indemnitee. This Section 11(b12(b) shall not apply to a Proceeding brought by Indemnitee under Section 10(a11(a) above or pursuant to Section 19 20 below.

Appears in 3 contracts

Samples: Director and Officer Indemnification Agreement (FGX International Holdings LTD), Director and Officer Indemnification Agreement (Liberty Acquisition Holdings Corp.), Director and Officer Indemnification Agreement (FGX International Holdings LTD)

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.

Appears in 2 contracts

Samples: Indemnification Agreement (Cypress Communications Inc), Indemnification Agreement (Little Switzerland Inc/De)

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 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 18 below.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Ign Entertainment Inc), Indemnification Agreement (WII Components, Inc.)

Defense by Company. Subject to the provisions of the last sentence of this Section 11(b12(b) and of Section 11(c) below12(c), 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) 10 calendar days of receipt of notice of any such Proceeding under Section 11(a) above12(a). 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(b12(b) shall not apply to a Proceeding brought by Indemnitee under Section 10(a11(a) above or pursuant to Section 19 below20.

Appears in 2 contracts

Samples: Indemnification Agreement (Corporate Capital Trust, Inc.), Indemnification Agreement (Corporate Capital Trust, Inc.)

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.

Appears in 2 contracts

Samples: Director Indemnification Agreement (C Quential Inc), Indemnification Agreement (Digitas Inc)

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 however, that the Company shall notify Indemnitee of any such decision to defend within ten (10) calendar days three weeks of the Company’s receipt of notice of any such Proceeding under Section 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 Proceeding on the terms and principles set out in form and substance reasonably satisfactory to Indemniteethis Agreement. This Section 11(b) shall not apply to a Proceeding brought by Indemnitee under Section 10(a) above or pursuant to Section 19 18 below.

Appears in 1 contract

Samples: Indemnification Agreement (Forward Pharma a/S)

Defense by Company. Subject to the provisions of the last sentence of this Section 11(b11 (b) and of Section 11(c11 (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(a11 (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(b1l(b) shall not apply to a Proceeding brought by Indemnitee under Section 10(a) above or pursuant to Section 19 below.

Appears in 1 contract

Samples: Indemnification Agreement (Metretek Technologies Inc)

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.

Appears in 1 contract

Samples: Indemnification Agreement (Albany Molecular Research Inc)

Defense by Company. Subject to the provisions of the last sentence of this Section 11(b) and of Section 11(c) below10(b), 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(a10(a) above. The Company shall not, without the prior written consent of Indemnitee, consent to the entry of any judgment against the 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(b10(b) shall not apply to a Proceeding brought by the Indemnitee under Section 10(a9(a) above or pursuant to Section 19 17 below.

Appears in 1 contract

Samples: Indemnification Agreement (Trustwave Holdings, Inc.)

Defense by Company. Subject to the provisions of the last sentence of this Section 11(b12(b) and of Section 11(c12(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(a12(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(b12(b) shall not apply to a Proceeding brought by Indemnitee under Section 10(a11(a) above or pursuant to Section 19 21 below.

Appears in 1 contract

Samples: Indemnification Agreement (Westway Group, Inc.)

Defense by Company. Subject to the provisions of the last sentence of this Section 11(b12(b) and of Section 11(c12(c) below, the Company shall have the right to defend Indemnitee in any Proceeding which may give rise to the payment indemnification of Indemnifiable Amounts hereunder; provided, however 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(a12(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 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(b12(b) shall not apply to a Proceeding brought by Indemnitee under Section 10(a11(a) above or pursuant to Section 19 20 below.

Appears in 1 contract

Samples: Indemnification Agreement (American Defense Systems Inc)

Defense by Company. Subject to the provisions of the last sentence of this Section 11(b10(b) and of Section 11(c10(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(a10(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(b10(b) shall not apply to a Proceeding brought by Indemnitee under Section 10(a9(a) above or pursuant to Section 19 17 below.

Appears in 1 contract

Samples: Director and Officer Indemnification Agreement (Techne Corp /Mn/)

Defense by Company. Subject to the provisions of the last sentence of this Section 11(b24(b) and of Section 11(c24(c) belowhereof, the Company shall have the right to defend Indemnitee in any Proceeding which may give rise result in the Company being obligated to the payment of Indemnifiable Amounts hereunderindemnify Indemnitee or advance Indemnitee Expenses as provided in this Agreement; 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(a24(a) abovehereof. 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(b24(b) shall not apply to a Proceeding brought by Indemnitee under Section 10(a) above Sections 10 or pursuant to Section 19 below14 hereof.

Appears in 1 contract

Samples: Indemnification Agreement (Unique Casual Restaurants Inc)

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.

Appears in 1 contract

Samples: Indemnification Agreement (Plug Power Inc)

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 Indemnnitee 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.

Appears in 1 contract

Samples: Indemnification Agreement (Cyber Dialogue Inc)

Defense by Company. Subject to the provisions of the last sentence of this Section 11(b1l(b) and of Section 11(c1l(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(b1l(b) shall not apply to a Proceeding brought by Indemnitee under Section 10(a) above or pursuant to Section 19 below.

Appears in 1 contract

Samples: Indemnification Agreement (Watts Industries Inc)

Defense by Company. Subject to the provisions of the last sentence of this Section 11(b11(b)(ii) and of Section 11(c11(b)(iii) 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(a11(b)(i) 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(b11(b)(ii) shall not apply to a Proceeding brought by Indemnitee under Section 10(a10(b)(i) above or pursuant to Section 19 below.

Appears in 1 contract

Samples: Indemnification Agreement (TechTarget Inc)

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.

Appears in 1 contract

Samples: Indemnification Agreement (Circor International Inc)

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 twenty (1020) 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.

Appears in 1 contract

Samples: Indemnification & Liability (Itex Corp)

Defense by Company. Subject to the provisions of the last sentence of this Section 11(b14(b) and of Section 11(c14(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 thirty (1030) calendar days of receipt of notice of any such Proceeding under Section 11(a14(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 14(b)shall not apply to a Proceeding brought by Indemnitee under Section 10(a13(a) above or pursuant to Section 19 22 below.

Appears in 1 contract

Samples: Indemnification Agreement (PROS Holdings, Inc.)

Defense by Company. Subject to the provisions of the last sentence of this Section 11(b12(b) and of Section 11(c12(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 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(a12(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(b12(b) shall not apply to a Proceeding brought by Indemnitee under Section 10(a11(a) above or pursuant to Section 19 21 below.

Appears in 1 contract

Samples: Indemnification Agreement (Bravo Brio Restaurant Group, Inc.)

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 that 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 thirty (1030) 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 that (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.

Appears in 1 contract

Samples: Indemnification Agreement (Picis Inc)

Defense by Company. Subject to the provisions of the last sentence of this Section 11(b) 7.2 and of Section 11(c) 7.3 below, the Company shall have the right to defend Indemnitee in any Proceeding for which may give rise the Company becomes obligated hereunder to pay the payment of Indemnifiable Amounts hereunderIndemnitee’s Expenses; 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) 7.1 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 (ia) includes an admission of fault of Indemnitee or (iib) 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) 7.2 shall not apply to a Proceeding brought by Indemnitee under Section 10(a) above or pursuant to Section 19 belowArticle VI above.

Appears in 1 contract

Samples: Indemnification Agreement (MagnaChip Semiconductor LTD (United Kingdom))

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.

Appears in 1 contract

Samples: Executive Employment Agreement (Wyndham International Inc)

Defense by Company. Subject to the provisions of the last sentence of this Section 11(b12(b) and of Section 11(c) below12(c), 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) above12(a). 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(b12(b) shall not apply to a Proceeding brought by Indemnitee under Section 10(a11(a) above or pursuant to Section 19 below19.

Appears in 1 contract

Samples: Indemnification Agreement (Overland Advantage)

Defense by Company. Subject to the provisions of the last sentence of this Section 11(b12(b) and of Section 11(c12(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 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(a12(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(b12(b) shall not apply to a Proceeding brought by Indemnitee under Section 10(a11(a) above or pursuant to Section 19 20 below.

Appears in 1 contract

Samples: Indemnification Agreement (Onconova Therapeutics, Inc.)

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 however, that the Company shall notify Indemnitee of any such decision to defend within ten (10) calendar days three weeks of the Company’s 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 Proceeding on the terms and principles set out in form and substance reasonably satisfactory to Indemniteethis Agreement. This Section 11(b) shall not apply to a Proceeding brought by Indemnitee under Section 10(a) above or pursuant to Section 19 below.

Appears in 1 contract

Samples: Indemnification Agreement (Forward Pharma a/S)