Defense by Company. Subject to the provisions of the last sentence of this Section 12(b) and Section 12(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 with counsel reasonably satisfactory to the Indemnitee; 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 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, which release shall be in form and substance reasonably satisfactory to Indemnitee. This Section 12(b) shall not apply to a Proceeding brought by Indemnitee under Section 11(a) above or to any counterclaims or defenses of Indemnitee referred to in Section 20 below.
Appears in 3 contracts
Samples: Indemnification Agreement (Pacira BioSciences, Inc.), Indemnification Agreement (Pacira Pharmaceuticals, Inc.), Indemnification Agreement (Ikaria, Inc.)
Defense by Company. Subject to the provisions of the last sentence of this Section 12(bl2(b) and of Section 12(cl2(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 with counsel reasonably satisfactory acceptable to the Indemnitee; 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 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 Indemnitee, (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 IndemniteeIndemnitee or (iii) would otherwise impose any fine or obligation on Indemnitee that is not, and will not, be indemnifiable under this Agreement. This Section 12(bl2(b) shall not apply to a Proceeding brought by Indemnitee under Section 11(a) above or pursuant to any counterclaims or defenses of Indemnitee referred to in Section 20 below.
Appears in 2 contracts
Samples: Indemnification Agreement, Indemnification Agreement (GrowGeneration Corp.)
Defense by Company. Subject to the provisions of the last sentence of this Section 12(b14(b) and of Section 12(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 with counsel reasonably satisfactory to the Indemniteehereunder; providedPROVIDED, howeverHOWEVER, 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 12(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 12(b14(b) shall not apply to a Proceeding brought by Indemnitee under Section 11(a13(a) above or pursuant to any counterclaims or defenses of Indemnitee referred to in Section 20 22 below.
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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 which may give rise to the payment of Indemnifiable Amounts hereunder with counsel reasonably satisfactory to the Indemniteehereunder; 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 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 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, 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 12(b) shall not apply to a Proceeding brought by Indemnitee under Section 11(a) above or pursuant to any counterclaims or defenses of Indemnitee referred to in Section 20 below.
Appears in 1 contract
Samples: Director Indemnification Agreement (Velocity Asset Management Inc)
Defense by Company. Subject to the provisions of the last sentence of ------------------ this Section 12(b11(b) and of Section 12(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 with counsel reasonably satisfactory to the Indemniteeindemnification hereunder; provided, however, that the Company shall notify Indemnitee of any -------- ------- such decision to defend within ten fifteen (1015) calendar days of following receipt of notice of any such Proceeding under Section 12(a11(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 (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 12(b11(b) shall not apply to a Proceeding brought by Indemnitee under Section 11(a) 10 above or to any counterclaims or defenses of Indemnitee referred to in Section 20 15 below.
Appears in 1 contract
Samples: Indemnification Agreement (National Golf Properties Inc)
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 which may give rise to the payment of Indemnifiable Amounts hereunder with counsel reasonably satisfactory to the Indemniteehereunder; 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 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 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, 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 12(b) shall not apply to a Proceeding brought by Indemnitee under Section 11(a) above or pursuant to any counterclaims or defenses of Indemnitee referred to in Section 20 21 below.
Appears in 1 contract
Samples: Indemnification Agreement (Monotype Imaging Holdings Inc.)
Defense by Company. Subject to the provisions of the last sentence of this Section 12(b) and Section 12(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 with counsel reasonably satisfactory to the Indemnitee; 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 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 (including a settlement referred to in Section 6(a)) 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 12(b) shall not apply to (x) a Proceeding brought by Indemnitee under Section 11(a) above or to any counterclaims or defenses of Indemnitee referred to in Section 20 below, or (y) a Proceeding brought by or in the right of the Company (unless Indemnitee consents to such assumption thereof by the Company).
Appears in 1 contract
Samples: Indemnification Agreement (Bellerophon Therapeutics LLC)
Defense by Company. Subject to the provisions of the last sentence of this Section 12(b11(b) and of Section 12(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 with counsel reasonably satisfactory to the approved by Indemnitee; , which approval shall not be unreasonably withheld, 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 12(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 or finding 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 12(b11(b) shall not apply to a Proceeding brought by Indemnitee under Section 11(a) 6 above or pursuant to any counterclaims or defenses of Indemnitee referred to in Section 20 19 below.
Appears in 1 contract
Samples: Indemnification Agreement (Boston Capital Real Estate Investment Trust Inc)
Defense by Company. Subject to the provisions of the last sentence of this Section 12(b10(b) and Section 12(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 with counsel reasonably satisfactory to the Indemnitee; 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 12(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 12(b10(b) shall not apply to a Proceeding brought by Indemnitee under Section 11(a9(a) above or to any counterclaims or defenses of Indemnitee referred to in Section 20 18 below.
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Defense by Company. Subject to the provisions of the last ------------------ sentence of this Section 12(b11(b) and of Section 12(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 with counsel reasonably satisfactory to the Indemniteeindemnification hereunder; provided, however, that the Company shall notify -------- ------- Indemnitee of any such decision to defend within ten fifteen (1015) calendar days of following receipt of notice of any such Proceeding under Section 12(a11(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 (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 12(b11(b) shall not apply to a Proceeding brought by Indemnitee under Section 11(a) 10 above or to any counterclaims or defenses of Indemnitee referred to in Section 20 15 below.
Appears in 1 contract
Samples: Indemnification Agreement (National Golf Properties Inc)
Defense by Company. Subject to the provisions of the last sentence of this Section 12(b11(b) and of Section 12(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 with counsel reasonably satisfactory to the Indemniteehereunder; 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 12(a11(a) above. The Company shall not, without the prior written consent of IndemniteeIndemnitee (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 (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 12(b11(b) shall not apply to a Proceeding brought by Indemnitee under Section 11(a10(a) above or pursuant to any counterclaims or defenses of Indemnitee referred to in Section 20 19 below.
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Defense by Company. Subject to the provisions of the last sentence of this Section 12(b11(b) and of Section 12(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 with counsel reasonably satisfactory to the approved by Indemnitee; , which approval shall not be unreasonably withheld, 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 12(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 or finding 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 12(b11(b) shall not apply to a Proceeding brought by Indemnitee under Section 11(a10(a) above or pursuant to any counterclaims or defenses of Indemnitee referred to in Section 20 below.
Appears in 1 contract
Samples: Indemnification Agreement (Boston Properties LTD Partnership)
Defense by Company. Subject to the provisions of the last sentence of this Section 12(b11(b) and of Section 12(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 with counsel reasonably satisfactory to the Indemniteehereunder; providedPROVIDED, howeverHOWEVER, 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 12(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 12(b11(b) shall not apply to a Proceeding brought by Indemnitee under Section 11(a10(a) above or pursuant to any counterclaims or defenses of Indemnitee referred to in Section 20 18 below.
Appears in 1 contract
Samples: Director Indemnification Agreement (PrimeWood, Inc.)
Defense by Company. Subject to the provisions of the last sentence of this Section 12(b15(b) and of Section 12(c) below15(c), the Company shall have the right to defend Indemnitee in any Proceeding Proceeding, with counsel consented to by Indemnitee (such consent not to be unreasonably withheld), which may give rise to the payment of Indemnifiable Amounts hereunder with counsel reasonably satisfactory to the Indemnitee; providedhereunder, however, that the Company and shall acknowledge and notify Indemnitee of any its assumption of such decision to defend defense within ten (10) calendar days of receipt of notice of any such Proceeding under Section 12(a) above15(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 12(b15(b) shall not apply to a Proceeding brought by Indemnitee under Section 11(a14(a) above or pursuant to any counterclaims or defenses of Indemnitee referred to in Section 20 below26.
Appears in 1 contract
Samples: Director Indemnification Agreement (BJ Services, Inc.)