Defense by Company. Subject to the provisions of the last sentence of this Section 12(b) and of Section 12(c) of this Agreement, 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 under this Agreement; 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) of this Agreement. 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 5(c) or Section 11(a) of this Agreement or pursuant to Section 20 of this Agreement.
Appears in 4 contracts
Samples: Indemnification Agreement (Acuren Corp), Indemnification Agreement (Acuren Corp), Director and Officer Indemnification Agreement (Radius Global Infrastructure, Inc.)
Defense by Company. Subject to the provisions of the last sentence of this Section 12(b11(b) and of Section 12(c11(c) of this Agreementbelow, 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 payment of Indemnifiable Amounts under this Agreement; hereunder with counsel 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 the Company’s receipt of notice of any such Proceeding or such claim, issue or matter under Section 12(a11(a) of this Agreementabove. 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, 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 matterProceeding, which release shall be in form and substance reasonably satisfactory to Indemnitee. This Section 12(b11(b) shall not apply to a Proceeding or any claim, issue or matter involved in a Proceeding brought by Indemnitee under Section 5(c10(a) or Section 11(a) of this Agreement above or pursuant to Section 20 of this Agreement19 below.
Appears in 3 contracts
Samples: Indemnification Agreement, Indemnification Agreement (Boston Properties LTD Partnership), Indemnification Agreement (DiamondRock Hospitality Co)
Defense by Company. Subject to the provisions of the last sentence of this Section 12(b) and of Section 12(c) of this Agreementbelow, 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 under this Agreementhereunder; 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) of this Agreementabove. 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 5(c) or Section 11(a) of this Agreement above or pursuant to Section 20 of this Agreementbelow.
Appears in 2 contracts
Samples: Indemnification Agreement (Platform Specialty Products Corp), Indemnification Agreement (Century Communities, Inc.)
Defense by Company. Subject to the provisions of the last sentence of this Section 12(b11(b) and of Section 12(c11(c) of this Agreementbelow, the Company shall have the right to defend assume the defense of Indemnitee in any Proceeding or any claim, issue or matter involved in any Proceeding which may give rise to the indemnification payment of Indemnifiable Amounts under this Agreementhereunder; 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 or such claim, issue or matter under Section 12(a11(a) of this Agreementabove. 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 or such claim, issue or matterProceeding, which release shall be in form and substance reasonably satisfactory to Indemnitee. This Section 12(b11(b) shall not apply to a Proceeding or any claim, issue or matter involved in a Proceeding brought by Indemnitee under Section 5(c10(a) or Section 11(a) of this Agreement above or pursuant to Section 20 19 below. In the event that the Company does not assume the defense in a Proceeding pursuant to this Section 11(b), then the Company will be entitled to participate in the Proceeding at its own expense. The Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of this Agreementany Proceeding effected without its prior written consent (which consent shall not be unreasonably withheld or delayed).
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 12(b11(b) and of Section 12(c11(c) of this Agreementbelow, 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 payment of Indemnifiable Amounts under this Agreementhereunder; provided, however, however that the Company shall notify Indemnitee of any such decision to defend within ten forty-five (1045) calendar days of the Company’s receipt of notice of any such Proceeding or such claim, issue or matter under Section 12(a11(a) of this Agreementabove. 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 or such claim, issue or matterProceeding, which release shall be in form and substance reasonably satisfactory to Indemnitee. The Company shall not be required to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its written consent. After notice from the Company to Indemnitee of its election so to assume such defense, the Company shall not be liable to Indemnitee for any legal or other expenses subsequently incurred by Indemnitee in connection with the Proceeding, other than as provided below in Section 11(c). This Section 12(b11(b) shall not apply to a Proceeding or any claim, issue or matter involved in a Proceeding brought by Indemnitee under Section 5(c10(a) or Section 11(a) of this Agreement above or pursuant to Section 20 of this Agreementbelow.
Appears in 1 contract
Defense by Company. Subject to the provisions of the last sentence of this Section 12(b) 7.2 and of Section 12(c) of this Agreement7.3 below, the Company shall have the right to defend Indemnitee in any Proceeding or any claim, issue or matter involved in any Proceeding for which may give rise the Company becomes obligated hereunder to pay the Indemnitee’s Expenses with counsel reasonably satisfactory to the indemnification of Indemnifiable Amounts under this AgreementIndemnitee; 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 or such claim, issue or matter under Section 12(a) of this Agreement7.1 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 or such claim, issue or matterProceeding, which release shall be in form and substance reasonably satisfactory to IndemniteeIndemnitee or (c) does not solely involve the payment of money. The Company shall not be liable to the Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding relating to an indemnifiable event effected without the Company’s prior written consent. Neither the Company nor the Indemnitee shall unreasonably withhold its or his or her consent to any proposed settlement or compromise; provided that the Indemnitee may withhold consent to any settlement that does not satisfy the clauses (a), (b) and (c) set forth in this Section 7.2. This Section 12(b) 7.2 shall not apply to a Proceeding or any claim, issue or matter involved in a Proceeding brought by Indemnitee under Section 5(c) 3.2 or Section 11(a) of this Agreement or pursuant to Section 20 of this Agreement6.2 above.
Appears in 1 contract
Samples: Indemnification Agreement (Magnachip Semiconductor LLC)
Defense by Company. Subject to the provisions of the last sentence of this Section 12(b11(b) and of Section 12(c11(c) of this Agreementbelow, 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 payment of Indemnifiable Amounts under this Agreementhereunder; provided, however, however that the Company shall notify Indemnitee of any such decision to defend within ten forty-five (1045) calendar days of the Company’s receipt of notice of any such Proceeding or such claim, issue or matter under Section 12(a11(a) of this Agreementabove. 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 or such claim, issue or matterProceeding, which release shall be in form and substance reasonably satisfactory to Indemnitee. The Company shall not be required to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its written consent. After notice from the Company to the Indemnitee of its election so to assume such defense, the Company shall not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with the Proceeding, other than as provided below in this Section 11(b). This Section 12(b11(b) shall not apply to a Proceeding or any claim, issue or matter involved in a Proceeding brought by Indemnitee under Section 5(c10(a) or Section 11(a) of this Agreement above or pursuant to Section 20 of this Agreement19 below.
Appears in 1 contract
Defense by Company. Subject to the provisions of the last sentence of this Section 12(b) and of Section 12(c) of this Agreement), 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 under this Agreementhereunder; 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) of this Agreement). 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 5(c) or Section 11(a) of this Agreement or pursuant to Section 20 of this Agreement20.
Appears in 1 contract
Defense by Company. Subject to the provisions of the last sentence of this Section 12(b11(b) and of Section 12(c11(c) of this Agreementbelow, 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 payment of Indemnifiable Amounts under this Agreementhereunder; 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 or such claim, issue or matter under Section 12(a11(a) of this Agreementabove. 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 matterProceeding, 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(b11(b) shall not apply to a Proceeding or any claim, issue or matter involved in a Proceeding brought by Indemnitee under Section 5(c10(a) or Section 11(a) of this Agreement above or pursuant to Section 20 of this Agreementbelow.
Appears in 1 contract
Samples: Director Indemnification Agreement (Eyeblaster Inc)