Common use of Defense of Claim Clause in Contracts

Defense of Claim. With respect to any Proceeding as to which the Executive notifies the Company of the commencement thereof: (i) the Company will be entitled to participate therein at its own expense; and (ii) except as otherwise provided below, to the extent that it may wish, the Company jointly with any other indemnifying party similarly notified will be entitled to assume the defense thereof, with counsel reasonably satisfactory to the Executive. The Company shall not be entitled to assume the defense of any action, suit or proceeding brought by or on behalf of the Company or as to which the Executive shall have reasonably concluded that there may be a conflict of interest between the Company and the Executive in the conduct of the defense of such action. The Company shall not be liable to indemnify the Executive under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent. The Company shall not settle any action or claim in any manner which would impose any penalty or limitation on the Executive without Executive's written consent. Neither the Company nor the Executive shall unreasonably withhold or delay their consent to any proposed settlement.

Defense of Claim. With respect to any Proceeding as to which the Executive notifies the Company of the commencement thereof: (i) the Company will be entitled to participate therein at its own expense; and (ii) except as otherwise provided below, to the extent that it may wish, the Company jointly with any other indemnifying party similarly notified will be entitled to assume the defense thereof, with counsel reasonably satisfactory to the Executive. The Company shall not be entitled to assume the defense of any action, suit or proceeding brought by or on behalf of the Company or as to which the Executive shall have reasonably concluded that there may be a conflict of interest between the Company and the Executive in the conduct of the defense of such action. The Company shall not be liable to indemnify the Executive under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent. The Company shall not settle any action or claim in any manner which would impose any penalty or limitation on the Executive without Executive's ’s written consent. Neither the Company nor the Executive shall unreasonably withhold or delay their consent to any proposed settlement.

Defense of Claim. With respect to any Proceeding claim under this Section (o) as to which the Executive notifies the Company of the commencement thereof: : (iA) the The Company will be entitled to participate therein at its own expense; and and (iiB) except as otherwise provided below, to To the extent that it may wish, the Company jointly with any other indemnifying party similarly notified will be entitled to assume the defense thereof, with counsel reasonably satisfactory to Executive, which in the Executive. The Company’s sole discretion may be regular counsel to the Company shall not and may be entitled counsel to assume the defense other officers and directors of any action, suit or proceeding brought by or on behalf member of the Company or as to which the Executive shall have reasonably concluded that there may be a conflict of interest between the Company and the Executive in the conduct of the defense of such action. Group. (C) The Company shall not be liable to indemnify the Executive under this Agreement Section (o) for any amounts paid in settlement of any action or claim effected without its written consent. The Company shall not settle any action or claim in any manner without Executive’s written consent, which (i) would impose any penalty or limitation on the Executive without Executive's written consent. , or (ii) does not deny all liability and wrongdoing by Executive.. Neither the Company nor the Executive shall will unreasonably withhold or delay their consent to any proposed settlement.

Defense of Claim. With respect to any Proceeding as to which the Executive notifies the Company of the commencement thereof: : (i) the The Company will be entitled to participate therein at its own expense; and ; (ii) except Except as otherwise provided below, to the extent that it may wish, the Company jointly with any other indemnifying party similarly notified will be entitled to assume the defense thereof, with counsel reasonably satisfactory to the Executive. The Company Executive also shall not be entitled have the right to assume the defense of any employ his own counsel in such action, suit or proceeding brought by or on behalf of the Company or as if he reasonably concludes that failure to which the Executive shall have reasonably concluded that there may be do so would involve a conflict of interest between the Company and the Executive in Executive, and under such circumstances the conduct fees and expenses of such counsel shall be at the expense of the defense of such action. Company; and (iii) The Company shall not be liable to indemnify the Executive under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent. The Company shall not settle any action or claim in any manner which would impose any penalty or limitation on not include a full and unconditional release of the Executive without the Executive's ’s prior written consent. Neither the Company nor the Executive shall will unreasonably withhold or delay their consent to any proposed settlement.

Defense of Claim. With respect to any Proceeding as to which the Executive notifies the Company of the commencement thereof: (i) the Company will be entitled to participate therein at its own expense; and (ii) ), except as otherwise provided below, to the extent that it may wish, the Company jointly with any other indemnifying party similarly notified will be entitled to assume the defense thereof, with counsel reasonably satisfactory to the Executive. The Company shall not be entitled to assume the defense of any action, suit or proceeding brought by or on behalf of the Company or as to which the Executive shall have reasonably concluded that there may be a conflict of interest between the Company and the Executive in the conduct of the defense of such action. The Company shall not be liable to indemnify the Executive under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent. The Company shall not settle any action or claim in any manner which would impose any penalty or limitation on the Executive without Executive's ’s written consent. Neither the Company nor the Executive shall unreasonably withhold or delay their consent to any proposed settlement.

Defense of Claim. With respect to any Proceeding as to which the Executive notifies the Company of the commencement thereof: (i) the Company will be entitled to participate therein at its own expense; and (ii) except as otherwise provided below, to the extent that it may wish, the Company jointly with any other indemnifying party similarly notified will be entitled to assume the defense thereof, with counsel reasonably satisfactory to the Executive. The Company shall not be entitled to assume the defense of any action, suit or proceeding brought by or on behalf of the Company or as to which the Executive shall have reasonably concluded that there may be a conflict of interest between the Company and the Executive in the conduct of the defense of such action. The Company shall not be liable to indemnify the Executive under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent. The Company shall not settle any action or claim in any manner which would impose any penalty or limitation on the Executive without the Executive's ’s written consent. Neither the Company nor the Executive shall unreasonably withhold or delay their consent to any proposed settlement.

Defense of Claim. With respect to any Proceeding as to which the Executive notifies the Company of the commencement thereof: (i) the Company will be entitled to participate therein at its own expense; and (ii) except as otherwise provided below, to the extent that it may wish, the Company jointly with any other indemnifying party similarly notified will be entitled to assume the defense thereof, with counsel reasonably satisfactory to the Executive. The Company shall not be entitled to assume the defense of any action, suit or proceeding brought by or on behalf of the Company or as to which the Executive shall have reasonably concluded that there may be a conflict of interest between the Company and the Executive in the conduct of the defense of such action. The Company shall not be liable to indemnify the Executive under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent. The Company shall not settle any action or claim in any manner which would impose any penalty or limitation on the Executive without Executive's ’s written consent. Neither the Company nor the Executive shall unreasonably withhold or delay their consent to any proposed settlement.

Defense of Claim. With respect to any Proceeding claim under this Section (o) as to which the Executive notifies the Company of the commencement thereof: : (iA) the The Company will be entitled to participate therein at its own expense; and and (iiB) except as otherwise provided below, to To the extent that it may wish, the Company jointly with any other indemnifying party similarly notified will be entitled to assume the defense thereof, with counsel reasonably satisfactory to Executive, which in the Executive. The Company’s sole discretion may be regular counsel to the Company shall not and may be entitled counsel to assume the defense other officers and directors of any action, suit or proceeding brought by or on behalf member of the Company or as to which the Executive shall have reasonably concluded that there may be a conflict of interest between the Company and the Executive in the conduct of the defense of such action. Group. (C) The Company shall not be liable to indemnify the Executive under this Agreement Section (o) for any amounts paid in settlement of any action or claim effected without its written consent. The Company shall not settle any action or claim in any manner without Executive’s written consent, which (i) would impose any penalty or limitation on the Executive without Executive's written consent, or (ii) does not deny all liability and wrongdoing by Executive. Neither the Company nor the Executive shall will unreasonably withhold or delay their consent to any proposed settlement.

Defense of Claim. With respect to any Proceeding as to which the Executive notifies the Company of the commencement thereof: (i) the Company will be entitled to participate therein at its own expense; and (ii) except as otherwise provided below, to the extent that it may wish, the Company jointly with any other indemnifying party similarly notified will be entitled to assume the defense thereof, with counsel reasonably satisfactory to the Executive. The Company shall not be entitled to assume the defense of any action, suit or proceeding brought against, by or on behalf of the Company or as to which the Executive shall have reasonably concluded that there may be a conflict of interest between the Company and the Executive in the conduct of the defense of such action. The Company shall not be liable to indemnify the Executive under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent. The Company shall not settle any action or claim in any manner which would impose any penalty or limitation on the Executive without Executive's ’s written consent. Neither the Company nor the Executive shall unreasonably withhold or delay their consent to any proposed settlement.