Common use of Defense of Claim Clause in Contracts

Defense of Claim. With respect to any Proceeding as to which the Employee notifies the Company of the commencement thereof: (a) The Company will be entitled to participate therein at its own expense; (b) Except as otherwise provided below, to the extent that it may wish, the Company will be entitled to assume the defense thereof, with counsel reasonably satisfactory to the Employee, which in the Company's sole discretion may be regular counsel to the Company and may be counsel to other officers and directors of the Company or any subsidiary. The Employee also shall have the right to employ his own counsel in such action, suit or proceeding if he reasonably concludes that failure to do so would involve a conflict of interest between the Company and the Employee, and under such circumstances the fees and expenses of such counsel shall be at the expense of the Company. (c) The Company shall not be liable to indemnify the Employee 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 that would not be paid directly or indirectly by the Company or limitation on the Employee without the Employee's written consent. Neither the Company nor the Employee will unreasonably withhold or delay their consent to any proposed settlement.

Defense of Claim. With respect to any Proceeding as to which the Employee Executive notifies the Company CWMJV of the commencement thereof: (ai) The Company CWMJV will be entitled to participate therein at its own expense;; and (bii) Except as otherwise provided below, to the extent that it may wish, the Company CWMJV will be entitled to assume the defense thereof, with counsel reasonably satisfactory to the EmployeeExecutive, which in the Company's CWMJV’s sole discretion may be regular counsel to the Company CWMJV and may be counsel to other officers and directors of the Company CWMJV or any subsidiary. The Employee Executive also shall have the right to employ his own counsel in such action, suit or proceeding if he reasonably concludes that failure to do so would involve a conflict of interest between the Company CWMJV and the EmployeeExecutive, and under such circumstances the fees and expenses of such counsel shall be at the expense of the CompanyCWMJV. (ciii) The Company CWMJV shall not be liable to indemnify the Employee Executive under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent. The Company CWMJV shall not settle any action or claim in any manner which would impose any penalty that would not be paid directly or indirectly by the Company or limitation on the Employee Executive without the Employee's Executive’s written consent. Neither the Company CWMJV nor the Employee Executive will unreasonably withhold or delay their consent to any proposed settlement.

Defense of Claim. With respect to any Proceeding as to which the Employee Founder notifies the Company of the commencement thereof: (ai) The Company will be entitled to participate therein at its own expense; (bii) Except as otherwise provided below, to the extent that it may wish, the Company will be entitled to assume the defense thereof, with counsel reasonably satisfactory to the EmployeeFounder, which in the Company's ’s sole discretion may be regular counsel to the Company and may be counsel to other officers and directors of the Company or any subsidiary. The Employee Founder also shall have the right to employ his her own counsel in such action, suit or proceeding if he she reasonably concludes that failure to do so would involve a conflict of interest between the Company and the EmployeeFounder, and under such circumstances the fees and expenses of such counsel shall be at the expense of the Company. (ciii) The Company shall not be liable to indemnify the Employee Founder 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 that would not be paid directly or indirectly by the Company or limitation on the Employee Founder without the Employee's Founder’s written consent. Neither the Company nor the Employee Founder will unreasonably withhold or delay their consent to any proposed settlement.

Defense of Claim. With respect to any Proceeding as to which the Employee Executive notifies the Company of the commencement thereof: (a) 13.8.1 The Company will be entitled to participate therein at its own expense;; and (b) 13.8.2 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 thereofof the Executive, with counsel reasonably satisfactory to the Employee, which in the Company's sole discretion may be regular counsel to the Company and may be counsel to other officers and directors of the Company or any subsidiaryExecutive. The Employee Executive also shall have the right to employ his the Executive's own counsel in such action, suit or proceeding if he reasonably concludes that failure to do so would involve a conflict of interest between the Company Proceeding and the Employee, and under such circumstances the reasonable fees and expenses of such counsel shall be at the expense of the Company. EXECUTION COPY 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 the Subsidiaries or as to which the Executive shall have concluded that there may be a conflict of interest between the Company or the Subsidiaries and the Executive in the conduct of the defense of such action. (c) 13.8.3 The Company shall not be liable to indemnify the Employee 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 that would not be paid directly or indirectly by the Company or limitation on the Employee Executive without the EmployeeExecutive's written consent. Neither the Company nor the Employee Executive will unreasonably withhold or delay their consent to any proposed settlement.

Defense of Claim. With respect to any Proceeding as to which the Employee Executive notifies the Company of the commencement thereof: (ai) The Company will be entitled to participate therein at its own expense; (bii) Except as otherwise provided below, to the extent that it may wish, the Company will be entitled to assume the defense thereof, with counsel reasonably satisfactory to the EmployeeExecutive, which in the Company's ’s sole discretion may be regular counsel to the Company and may be counsel to other officers and directors of the Company or any subsidiary. The Employee Executive also shall have the right to employ his her own counsel in such action, suit or proceeding if he she reasonably concludes that failure to do so would involve a conflict of interest between the Company and the EmployeeExecutive, and under such circumstances the fees and expenses of such counsel shall be at the expense of the Company. (ciii) The Company shall not be liable to indemnify the Employee 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 that would not be paid directly or indirectly by the Company or limitation on the Employee Executive without the Employee's Executive’s written consent. Neither the Company nor the Employee Executive will unreasonably withhold or delay their consent to any proposed settlement. (iv) The right to indemnification and the payment of expenses incurred in defending a Proceeding in advance of its final disposition conferred in this Section 12 shall not be exclusive of any other right which the Executive may have or hereafter may acquire under any statute or certificate of incorporation or by-laws of the Company or any subsidiary, agreement, vote of shareholders or disinterested directors or trustees or otherwise.

Defense of Claim. With respect to any Proceeding as to which the Employee Xx. Xxxxxx notifies the Company of the commencement thereof: (aA) The Company will be entitled to participate therein at its own expense; (bB) Except as otherwise provided below, to the extent that it may wish, the Company will be entitled to assume the defense thereof, with counsel reasonably satisfactory to the EmployeeXx. Xxxxxx, which in the Company's ’s sole discretion may be regular counsel to the Company and may be counsel to other officers and directors of the Company or any subsidiary. The Employee Xx. Xxxxxx also shall have the right to employ his own counsel in such action, suit or proceeding if he Xx. Xxxxxx reasonably concludes that failure to do so would involve a conflict of interest between the Company and the EmployeeXx. Xxxxxx, and under such circumstances the fees and expenses of such counsel shall be at the expense of the Company.; and (cC) The Company shall not be liable to indemnify the Employee Xx. Xxxxxx 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 that would not be paid directly or indirectly by the Company or limitation on the Employee Xx. Xxxxxx without the Employee's Xx. Xxxxxx’x written consent. Neither the Company nor the Employee Xx. Xxxxxx will unreasonably withhold or delay their consent to any proposed settlement.

Defense of Claim. With respect to any Proceeding as to which the Employee notifies the Company of the commencement thereof: (ai) The the Company will shall be entitled to participate therein at its own expense;; and (bii) Except except as otherwise provided below, to the extent that it may wish, the Company will shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to the Employee, which in the Company's sole discretion may be regular counsel to the Company and may be counsel to other officers and directors of the Company or any subsidiary. The Employee also shall have the right to employ his the Employee’s own counsel in such action, suit or proceeding if he the Employee reasonably concludes that failure to do so would involve a conflict of interest between the Company and the Employee, and under such circumstances the fees and expenses of such counsel shall be at the expense of the Company., subject to the provisions herein; and (ciii) The the Company shall not be liable to indemnify the Employee 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 that would not be paid directly or indirectly by the Company or limitation on include a full and unconditional release of the Employee without the Employee's ’s prior written consent. Neither the Company nor the Employee will shall unreasonably withhold or delay their consent to any proposed settlement.

Defense of Claim. With respect to any Proceeding as to which the Employee Executive notifies the Company of the commencement thereof: (a) 12.7.1 The Company will be entitled to participate therein at its own expense;; and (b) 12.7.2 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 thereofof the Executive, with counsel reasonably satisfactory to the Employee, which in the Company's sole discretion may be regular counsel to the Company and may be counsel to other officers and directors of the Company or any subsidiaryExecutive. The Employee Executive also shall have the right to employ his the Executive’s own counsel in such action, suit or proceeding if he reasonably concludes that failure to do so would involve a conflict of interest between the Company Proceeding and the Employee, and under such circumstances the reasonable fees and expenses of such counsel shall be at the expense of the Company. 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 the Subsidiaries or as to which the Executive shall have concluded that there may be a conflict of interest between the Company or the Subsidiaries and the Executive in the conduct of the defense of such action. (c) 12.7.3 The Company shall not be liable to indemnify the Employee 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 that would not be paid directly or indirectly by the Company or limitation on the Employee Executive without the Employee's Executive’s written consent. Neither the Company nor the Employee Executive will unreasonably withhold or delay their consent to any proposed settlement.

Defense of Claim. With respect to any Proceeding as to which the Employee Executive notifies the Company of the commencement thereof: (ai) The Company will be entitled to participate therein at its own expense; (bii) Except as otherwise provided below, to the extent that it may wish, the Company will be entitled to assume the defense thereof, with counsel reasonably satisfactory to the EmployeeExecutive, which in the Company's ’s sole discretion may be regular counsel to the Company and may be counsel to other officers and directors of the Company or any subsidiary. The Employee Executive also shall have the right to employ his own counsel in such action, suit or proceeding if he reasonably concludes that failure to do so would could involve a conflict of interest between the Company and the EmployeeExecutive, and under such circumstances the fees and expenses of such counsel shall be at the expense of the Company.; and (ciii) The Company shall not be liable to indemnify the Employee Executive under this Agreement for any amounts paid in settlement of any action or claim effected affected without its written consent. The Company shall not settle any action or claim in any manner which would (x) impose any penalty that would not be paid directly or indirectly by the Company or Company, (y) impose any limitation on the Employee Executive, or (z) admit any liability on the part of the Executive, in each case without the Employee's Executive’s written consent. Neither the Company nor the Employee Executive will unreasonably withhold or delay their consent to any proposed settlement.

Defense of Claim. With respect to any Proceeding as to which the Employee Executive notifies the Company of the commencement thereof: (a) The Company will be entitled to participate therein at its own expense; (b) Except as otherwise provided below, to the extent that it may wish, the Company will be entitled to assume the defense thereof, with counsel reasonably satisfactory to the EmployeeExecutive (such consent not to be unreasonably withheld, conditioned or delayed), which in the Company's ’s sole discretion may be regular counsel to the Company and may be counsel to other officers and directors of the Company or any subsidiary. The Employee Executive also shall have the right to employ his own counsel in such action, suit or proceeding if he reasonably concludes that failure to do so would involve a conflict of interest between the Company and the EmployeeExecutive, and under such circumstances the reasonable fees and expenses of such counsel shall be at the expense of the Company. (c) The Company shall not be liable to indemnify the Employee 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 that would not be paid directly or indirectly by the Company or limitation on the Employee Executive without the Employee's Executive’s written consent. Neither the Company nor the Employee Executive will unreasonably withhold or delay their consent to any proposed settlement.

Defense of Claim. With respect to any Proceeding as to which the Employee Xx. Xxxxxx notifies the Company of the commencement thereof: (aA) The Company will be entitled to participate therein at its own expense; (bB) Except as otherwise provided below, to the extent that it may wish, the Company will be entitled to assume the defense thereof, with counsel reasonably satisfactory to the EmployeeXx. Xxxxxx, which in the Company's ’s sole discretion may be regular counsel to the Company and may be counsel to other officers and directors of the Company or any subsidiary. The Employee Xx. Xxxxxx also shall have the right to employ his own counsel in such action, suit or proceeding if he she reasonably concludes that failure to do so would involve a conflict of interest between the Company and the EmployeeXx. Xxxxxx, and under such circumstances the fees and expenses of such counsel shall be at the expense of the Company. (cC) The Company shall not be liable to indemnify the Employee Xx. Xxxxxx 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 that would not be paid directly or indirectly by the Company or limitation on the Employee Xx. Xxxxxx without the Employee's his written consent. Neither the Company nor the Employee Xx. Xxxxxx will unreasonably withhold or delay their consent to any proposed settlement.

Defense of Claim. With respect to any Proceeding as to which the Employee Indemnitee notifies the Company of the commencement thereof: (a) The the Company will be entitled to participate therein at its own expense;; and (b) Except except as otherwise provided below, to the extent that it may wish, the Company will be entitled to assume the defense thereof, with counsel reasonably satisfactory to the EmployeeIndemnitee, which in the Company's sole discretion may be regular counsel to the Company and may be counsel to other officers and directors trustees of the Company or any subsidiary. The Employee Indemnitee also shall have the right to employ his own counsel in such action, suit or proceeding if he reasonably concludes that failure to do so would involve a conflict of interest between the Company and the EmployeeIndemnitee, and under such circumstances the fees and expenses of such counsel shall be at the expense of the Company.; and (c) The the Company shall not be liable to indemnify the Employee Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without its the Company's written consent. The Company shall not settle any action or claim in any manner which would impose any penalty that would not be paid directly or indirectly by the Company or limitation on the Employee Indemnitee without the EmployeeIndemnitee's written consent. Neither the Company nor the Employee Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

Defense of Claim. With respect to any Proceeding as to which the Employee Executive notifies the Company of the commencement thereof: (a) The the Company will shall be entitled to participate therein at its own expense;; and (b) Except except as otherwise provided below, to the extent that it may wish, the Company will be entitled to assume the defense thereof, with counsel reasonably satisfactory to the Employee, which in the Company's sole discretion may be regular counsel to the Company and may be counsel to other officers and directors of the Company or any subsidiaryExecutive. The Employee Executive also shall have the right to employ his the Executive’s own counsel in such action, suit or proceeding if he the Executive reasonably concludes that failure to do so would involve a conflict of interest between the Company and the EmployeeExecutive, and under such circumstances the fees and expenses of such counsel shall be at the expense of the Company., subject to the provisions herein; and (c) The the Company shall not be liable to indemnify the Employee 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 that would not be paid directly (i) include an admission of wrongdoing either by the Executive, or indirectly by the Company admitting wrongdoing by the Executive, (ii) contain any substantive injunctive relief against the Executive or limitation impose any limits on the Employee Executive’s ability to participate in any given industry or to be employed by any company, or (iii) not include a full and unconditional release of the Executive without the Employee's Executive’s prior written consent. Neither the Company nor the Employee Executive will unreasonably withhold or delay their consent to any proposed settlement.

Defense of Claim. With respect to any Proceeding as to which the Employee Executive notifies the Company CWMJV of the commencement thereof: (ai) The Company CWMJV will be entitled to participate therein at its own expense;; and (bii) Except as otherwise provided below, to the extent that it may wish, the Company CWMJV will be entitled to assume the defense thereof, with counsel reasonably satisfactory to the EmployeeExecutive, which in the Company's CWMJV’s sole discretion may be regular counsel to the Company CWMJV and may be counsel to other officers and directors of the Company CWMJV or any subsidiary. The Employee Executive also shall have the right to employ his own counsel in such action, suit or proceeding if he reasonably concludes that failure to do so would involve a conflict of interest between the Company CWMJV and the EmployeeExecutive, and under such circumstances the fees and expenses of such counsel shall be at the expense of the CompanyCWMJV. (ciii) The Company CWMJV shall not be liable to indemnify the Employee Executive under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent. The Company CWMJV shall not settle any action or claim in any manner which would impose any penalty that would not be paid directly or indirectly by the Company or limitation on the Employee Executive without the Employee's Executive’s written consent. Neither the Company CWMJV nor the Employee Executive will unreasonably withhold or delay their consent to any proposed proposed, settlement.

Defense of Claim. With respect to any Proceeding as to which the Employee Executive notifies the Company CWMJV of the commencement thereof:. (ai) The Company CWMJV will be entitled to participate therein at its own expense;; and (bii) Except as otherwise provided below, to the extent that it may wish, the Company CWMJV will be entitled to assume the defense thereof, with counsel reasonably satisfactory to the EmployeeExecutive, which in the Company's CWMJV’s sole discretion may be regular counsel to the Company CWMJV and may be counsel to other officers and directors of the Company CWMJV or any subsidiary. The Employee Executive also shall have the right to employ his own counsel in such action, suit or proceeding if he reasonably concludes that failure to do so would involve a conflict of interest between the Company CWMJV and the EmployeeExecutive, and under such circumstances the fees and expenses of such counsel shall be at the expense of the CompanyCWMJV. (ciii) The Company CWMJV shall not be liable to indemnify the Employee Executive under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent. The Company CWMJV shall not settle any action or claim in any manner which would impose any penalty that would not be paid directly or indirectly by the Company or limitation on the Employee Executive without the Employee's Executive’s written consent. Neither the Company CWMJV nor the Employee Executive will unreasonably withhold or delay their consent to any proposed settlement.

Defense of Claim. With respect to any Proceeding as to which the Employee Executive notifies the Company of the commencement thereof: (a) 13.8.1 The Company will be entitled to participate therein at its own expense;; and (b) 13.8.2 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 thereofof the Executive, with counsel reasonably satisfactory to the Employee, which in the Company's sole discretion may be regular counsel to the Company and may be counsel to other officers and directors of the Company or any subsidiaryExecutive. The Employee Executive also shall have the right to employ his the Executive's own counsel in such action, suit or proceeding if he reasonably concludes that failure to do so would involve a conflict of interest between the Company Proceeding and the Employee, and under such circumstances the reasonable fees and expenses of such counsel shall be at the expense of the Company. 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 the Subsidiaries or as to which the Executive shall EXECUTION COPY -------------- have concluded that there may be a conflict of interest between the Company or the Subsidiaries and the Executive in the conduct of the defense of such action. (c) 13.8.3 The Company shall not be liable to indemnify the Employee 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 that would not be paid directly or indirectly by the Company or limitation on the Employee Executive without the EmployeeExecutive's written consent. Neither the Company nor the Employee Executive will unreasonably withhold or delay their consent to any proposed settlement.

Defense of Claim. With respect to any Proceeding as to which the Employee Executive notifies the Company of the commencement thereof: (ai) The Company will be entitled to participate therein at its own expense; (bii) Except as otherwise provided below, to the extent that it may wish, the Company will be entitled to assume the defense thereof, with counsel reasonably satisfactory to the EmployeeExecutive, which in the Company's ’s sole discretion may be regular counsel to the Company and may be counsel to other officers and directors of the Company or any subsidiary. The Employee Executive also shall have the right to employ his own counsel in such action, suit or proceeding if he reasonably concludes that failure to do so would involve a conflict of interest between the Company and the EmployeeExecutive, and under such circumstances the fees and expenses of such counsel shall be at the expense of the Company. (ciii) The Company shall not be liable to indemnify the Employee 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 that would not be paid directly or indirectly by the Company or limitation on the Employee Executive or not include a full release of the Executive, without the Employee's Executive’s written consent. Neither the Company nor the Employee Executive will unreasonably withhold or delay their consent to any proposed settlement.

Defense of Claim. With respect to any Proceeding as to which the Employee Executive notifies the Company of the commencement thereof: (a) The Company will be entitled to participate therein at its own expense;; #4831-1006-7512v2 (b) Except as otherwise provided below, to the extent that it may wish, the Company will be entitled to assume the defense thereof, with counsel reasonably satisfactory to the EmployeeExecutive (such consent not to be unreasonably withheld, conditioned or delayed), which in the Company's ’s sole discretion may be regular counsel to the Company and may be counsel to other officers and directors of the Company or any subsidiary. The Employee Executive also shall have the right to employ his own counsel in such action, suit or proceeding if he reasonably concludes that failure to do so would involve a conflict of interest between the Company and the EmployeeExecutive, and under such circumstances the reasonable fees and expenses of such counsel shall be at the expense of the Company. (c) The Company shall not be liable to indemnify the Employee 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 that would not be paid directly or indirectly by the Company or limitation on the Employee Executive without the Employee's Executive’s written consent. Neither the Company nor the Employee Executive will unreasonably withhold or delay their consent to any proposed settlement.