Common use of Defense by Company Clause in Contracts

Defense by Company. Subject to the provisions of the last sentence of this Section 15(b) and of Section 15(c), the Company shall defend Indemnitee in any 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, and shall acknowledge and notify Indemnitee of its assumption of such defense within ten (10) calendar days of receipt of notice of any such Proceeding under Section 15(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 15(b) shall not apply to a Proceeding brought by Indemnitee under Section 14(a) or pursuant to Section 26.

Defense by Company. Subject to the provisions of the last sentence of this Section 15(b11(b) and of Section 15(c)11(c) below, the Company shall have the right to defend Indemnitee in any Proceeding, with counsel consented to by Indemnitee (such consent not to be unreasonably withheld), Proceeding which may give rise to the payment of Indemnifiable Amounts hereunderhereunder with counsel approved by Indemnitee, and which approval shall acknowledge and not be unreasonably withheld, provided, however that the Company shall notify Indemnitee of its assumption of any such defense decision to defend within ten (10) calendar days of receipt of notice of any such Proceeding under Section 15(a)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 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 15(b11(b) shall not apply to a Proceeding brought by Indemnitee under Section 14(a) 6 above or pursuant to Section 2619 below.

Defense by Company. Subject to the provisions of the last sentence of this Section 15(b10(b) and of Section 15(c)10(c) below, the Company shall have the right to defend Indemnitee in any Proceeding, with counsel consented to by Indemnitee (such consent not to be unreasonably withheld), Proceeding which may give rise to the payment of Indemnifiable Amounts hereunderhereunder with counsel reasonably satisfactory to the Indemnitee; provided, and however, that the Company shall acknowledge and notify Indemnitee of its assumption of any such defense decision to defend within ten (10) calendar days of receipt of notice of any such Proceeding under Section 15(a)10(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 15(b10(b) shall not apply to a Proceeding brought by Indemnitee under Section 14(a9(a) above or pursuant to any counterclaims or defenses of Indemnitee referred to in Section 2618 below.

Defense by Company. Subject to the provisions of the last sentence of this Section 15(b14(b) and of Section 15(c)14(c) below, the Company shall have the right to defend Indemnitee in any Proceeding, with counsel consented to by Indemnitee (such consent not to be unreasonably withheld), Proceeding which may give rise to the payment of Indemnifiable Amounts hereunder; PROVIDED, and HOWEVER, that the Company shall acknowledge and notify Indemnitee of its assumption of any such defense decision to defend within ten thirty (1030) calendar days of receipt of notice of any such Proceeding under Section 15(a)14(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 15(b14(b) shall not apply to a Proceeding brought by Indemnitee under Section 14(a13(a) above or pursuant to Section 2622 below.

Defense by Company. Subject to the provisions of the last sentence of this Section 15(b11(b) and of Section 15(c)11(c) below, the Company shall have the right to defend Indemnitee in any Proceeding, with counsel consented to by Indemnitee (such consent not to be unreasonably withheld), Proceeding which may give rise to the payment of Indemnifiable Amounts hereunder; provided, and however that the Company shall acknowledge and notify Indemnitee of its assumption of any such defense decision to defend within ten (10) calendar days of receipt of notice of any such Proceeding under Section 15(a)11(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 15(b11(b) shall not apply to a Proceeding brought by Indemnitee under Section 14(a10(a) above or pursuant to Section 2619 below.

Defense by Company. Subject to the provisions of the last sentence of ------------------ this Section 15(b11(b) and of Section 15(c)11(c) below, the Company shall have the right to defend Indemnitee in any Proceeding, with counsel consented to by Indemnitee (such consent not to be unreasonably withheld), Proceeding which may give rise to indemnification hereunder; provided, however, that the payment of Indemnifiable Amounts hereunder, and Company shall acknowledge and notify Indemnitee of its assumption of any -------- ------- such defense decision to defend within ten fifteen (1015) calendar days of following receipt of notice of any such Proceeding under Section 15(a)11(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 15(b11(b) shall not apply to a Proceeding brought by Indemnitee under Section 14(a) 10 above or pursuant to Section 2615 below.

Defense by Company. Subject to the provisions of the last ------------------ sentence of this Section 15(b11(b) and of Section 15(c)11(c) below, the Company shall have the right to defend Indemnitee in any Proceeding, with counsel consented to by Indemnitee (such consent not to be unreasonably withheld), Proceeding which may give rise to indemnification hereunder; provided, however, that the payment of Indemnifiable Amounts hereunder, and Company shall acknowledge and notify -------- ------- Indemnitee of its assumption of any such defense decision to defend within ten fifteen (1015) calendar days of following receipt of notice of any such Proceeding under Section 15(a)11(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 15(b11(b) shall not apply to a Proceeding brought by Indemnitee under Section 14(a) 10 above or pursuant to Section 2615 below.