Common use of Defense of Claim Clause in Contracts

Defense of Claim. With respect to any Proceeding (except any criminal or regulatory Proceeding) as to which Employee notifies the Company of the commencement thereof: (i) the Company will be entitled to participate in such Proceeding at its own expense; (ii) except as otherwise provided below, to the extent it so desires, the Company will be entitled to assume the defense thereof, with counsel satisfactory to Employee, which in the Company’s discretion may be regular counsel to the Company and may be counsel to other officers and directors of the Company or any subsidiary thereof (Employee also shall have the right to employ his own counsel in such action, suit or Proceeding if Employee reasonably concludes that failure to do so would involve a conflict of interest between the Company and Employee, and under such circumstances the fees and expenses of such counsel shall be at the expense of the Company.); and (iii) the Company shall not be liable to indemnify Employee under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent, such consent not to be unreasonably withheld. The Company shall not settle any action or claim in any manner that would impose any penalty that would not be paid directly or indirectly by the Company or result in any limitation on, or reporting requirements to third parties by, Employee without Employee’s prior written consent. Neither the Company nor Employee will unreasonably withhold or delay their respective consent to any proposed settlement. A party from which consent to settle is requested shall respond to such request no later than five (5) days, unless for good cause, but in no event less than thirty (30) days. A party’s response shall either consent or set forth in reasonable detail the basis on which consent is withheld. A party failing to timely respond as provided herein shall be deemed to have consented to such proposed settlement.

Defense of Claim. With respect to any Proceeding (except any criminal or regulatory Proceeding) as to which Employee notifies the Company of the commencement thereof: (i) the Company will be entitled to participate in such Proceeding at its own expense; (ii) except as otherwise provided below, to the extent it so desires, the Company will be entitled to assume the defense thereof, with counsel satisfactory to Employee, which in the Company’s discretion may be regular counsel to the Company and may be counsel to other officers and directors of the Company or any subsidiary thereof (Employee also shall have the right to employ his Employee’s own counsel in such action, suit or Proceeding if Employee reasonably concludes that failure to do so would involve a conflict of interest between the Company and Employee, and under such circumstances the fees and expenses of such counsel shall be at the expense of the Company.); and (iii) the Company shall not be liable to indemnify Employee under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent, such consent not to be unreasonably withheld. The Company shall not settle any action or claim in any manner that would impose any penalty that would not be paid directly or indirectly by the Company or result in any limitation on, or reporting requirements to third parties by, Employee without Employee’s prior written consent. Neither the Company nor Employee will unreasonably withhold or delay their respective consent to any proposed settlement. A party from which consent to settle is requested shall respond to such request no later than five (5) days, unless for good cause, but in no event less than thirty (30) days. A party’s response shall either consent or set forth in reasonable detail the basis on which consent is withheld. A party failing to timely respond as provided herein shall be deemed to have consented to such proposed settlement.

Defense of Claim. With respect to any Proceeding (except any criminal or regulatory Proceeding) as to which Employee the Executive notifies the Company of the commencement thereof: (i) the : 13.8.1 The Company will be entitled to participate in such Proceeding therein at its own expense; (ii) except and 13.8.2 Except as otherwise provided below, to the extent that it so desiresmay wish, the Company jointly with any other indemnifying party similarly notified will be entitled to assume the defense thereofof the Executive, with counsel satisfactory to Employee, which in the Company’s discretion may be regular counsel to the Company and may be counsel to other officers and directors of the Company or any subsidiary thereof (Employee Executive. The Executive also shall have the right to employ his the Executive's own counsel in such action, suit or Proceeding if Employee reasonably concludes that failure to do so would involve a conflict of interest between and the Company and 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.); and (iii) the 13.8.3 The Company shall not be liable to indemnify Employee the Executive under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent, such consent not to be unreasonably withheld. The Company shall not settle any action or claim in any manner that which would impose any penalty that would not be paid directly or indirectly by limitation on the Company or result in any limitation on, or reporting requirements to third parties by, Employee Executive without Employee’s prior Executive's written consent. Neither the Company nor Employee the Executive will unreasonably withhold or delay their respective consent to any proposed settlement. A party from which consent to settle is requested shall respond to such request no later than five (5) days, unless for good cause, but in no event less than thirty (30) days. A party’s response shall either consent or set forth in reasonable detail the basis on which consent is withheld. A party failing to timely respond as provided herein shall be deemed to have consented to such proposed settlement.

Defense of Claim. With respect to any Proceeding (except any criminal or regulatory Proceeding) as to which Employee notifies the Company of the commencement thereof: (i) the Company will be entitled to participate in such Proceeding at its own expense; (ii) except as otherwise provided below, to the extent it so desires, the Company will be entitled to assume the defense thereof, with counsel satisfactory to Employee, which in the Company’s discretion may be regular counsel to the Company and may be counsel to other officers and directors of the Company or any subsidiary thereof (Employee also shall have the right to employ his own counsel in such action, suit or Proceeding if Employee reasonably concludes that failure to do so would involve a conflict of interest between the Company and Employee, and under such circumstances the fees and expenses of such counsel shall be at the expense of the Company.); and (iii) the Company shall not be liable to indemnify Employee under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent, such consent not to be unreasonably withheld. The Company shall not settle any action or claim in any manner that would impose any penalty that would not be paid directly or indirectly by the Company or result in any limitation on, or reporting requirements to third parties by, Employee without Employee’s prior written consent. consent Neither the Company nor Employee will unreasonably withhold or delay their respective consent to any proposed settlement. A party from which consent to settle is requested shall respond to such request no later than five (5) days, unless for good cause, but in no event less than thirty (30) days. A party’s response shall either consent or set forth in reasonable detail the basis on which consent is withheld. A party failing to timely respond as provided herein shall be deemed to have consented to such proposed settlement.

Defense of Claim. With respect to any Proceeding (except any criminal or regulatory Proceeding) as to which Employee notifies the Company of the commencement thereof: thereof (i) the Company will be entitled to participate in such Proceeding at its own expense; (ii) except as otherwise provided below, to the extent it so desires, the Company will be entitled to assume the defense thereof, thereof with counsel satisfactory to Employee, which in the Company’s discretion may be regular counsel to the Company and may be counsel to other officers and directors of the Company or any subsidiary thereof (Employee also shall have the right to employ his own counsel in such action, suit or Proceeding if Employee reasonably concludes that failure to do so would involve a conflict of interest between the Company and Employee, and under such circumstances the fees and expenses of such counsel shall be at the expense of the Company.); and (iii) the Company shall not be liable to indemnify Employee under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent, such consent not to be unreasonably withheld. The Company shall not settle any action or claim in any manner that would impose any penalty that would not be paid directly or indirectly by the Company or result in any limitation on, or reporting requirements to third parties by, Employee without Employee’s prior written consent. Neither the Company nor Employee will unreasonably withhold or delay their respective consent to any proposed settlement. A party from which consent to settle is requested shall respond to such request no later than five (5) days, unless for good cause, but in no event less than thirty (30) days. A party’s response shall either consent or set forth in reasonable detail the basis on which consent is withheld. A party failing to timely respond as provided herein shall be deemed to have consented to such proposed settlement.

Defense of Claim. With respect to any Proceeding (except any criminal or regulatory Proceeding) as to which Employee notifies the Company of the commencement thereof: (i) the Company will be entitled to participate in such Proceeding at its own expense; (ii) except as otherwise provided below, to the extent it so desires, the Company will be entitled to assume the defense thereof, with counsel satisfactory to Employee, which in the Company’s discretion may be regular counsel to the Company and may be counsel to other officers and directors of the Company or any subsidiary thereof (Employee also shall have the right to employ his own counsel in such action, suit or Proceeding if Employee reasonably concludes that failure to do so would involve a conflict of interest between the Company and Employee, and under such circumstances the fees and expenses of such counsel shall be at the expense of the Company.); and (iii) the Company shall not be liable to indemnify Employee under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent, such consent not to be unreasonably withheld. The Company shall not settle any action or claim in any manner that would impose any penalty that would not be paid directly or indirectly by the Company or result in any limitation on, or reporting requirements to third parties by, Employee without Employee’s prior written consent. Neither the Company nor Employee will unreasonably withhold or delay their respective consent to any proposed settlement. A party from which consent to settle is requested shall respond to such request no later than five (5) days, unless for good cause, but in no event less than thirty (30) days. A party’s response shall either consent or set forth in reasonable detail the basis on which consent is withheld. A party failing to timely respond as provided herein shall be deemed to have consented to such proposed settlement.

Defense of Claim. With respect If any third party shall assert any claims against Buyer which, if successful, would entitle Buyer to any Proceeding (except any criminal or regulatory Proceeding) as indemnification under this Section 9, Buyer shall give notice of such claim to which Employee notifies the Company and the Company shall have the right to assume the defense of such claim at its expense. If the commencement thereof: Company does assume the defense of such claim, it shall indemnify and hold Buyer harmless, to the extent provided in Sections 9.1 through 9.4 and Section 9.6, from and against any and all losses, damages and liabilities, including, without limitation, reasonable attorneys' fees, caused by or arising out of any settlement or judgment of such claim. In addition, Buyer shall have the right to participate in the defense of such claim at its expense, in which case (i) the Company will be entitled agrees to participate cooperate in such Proceeding at its own expense; providing information to and consulting with Buyer about the claim, and (ii) except as otherwise provided below, to the extent it so desires, the Company will be entitled to assume the defense thereof, with counsel satisfactory to Employee, which in the Company’s discretion may be regular counsel to the Company and may be counsel to other officers and directors of the Company or any subsidiary thereof (Employee also shall have the right to employ his own counsel in such action, suit or Proceeding if Employee reasonably concludes that failure to do so would involve a conflict of interest between the Company and Employee, and under such circumstances the fees and expenses of such counsel shall be at the expense of the Company.); and (iii) the Company shall not consent to the entry of judgment or enter into any settlement without the prior written consent of Buyer, which consent shall not unreasonably be liable withheld. If the Company does not assume the defense of any such claim, Buyer may defend against and/or settle the claim in such manner and on such terms as they in good faith deem appropriatx xxx xxxxl be indemnified, to indemnify Employee under this Agreement the extent provided in Sections 9.1 through 9.4 and Section 9.6, for the amount of any amounts paid judgment or settlement and for all losses or expenses, legal or otherwise, incurred in connection with the defense and/or settlement of any action or claim effected without its written consent, such consent not to be unreasonably withheldclaim. The Company shall not settle any action or claim in any manner that would impose any penalty that would not be paid directly or indirectly Failure by the Company or result in to give written notice to Buyer of its election to defend any limitation on, or reporting requirements claim within fifteen (15) days after written notice thereof is given to third parties by, Employee without Employee’s prior written consent. Neither the Company nor Employee will unreasonably withhold or delay their respective consent by Buyer shall be deemed a waiver of its right to any proposed settlementdefend such claim. A party from which consent The Buyer shall be entitled to settle make an Indemnification Claim (as that phrase is requested shall respond to such request no later than five (5defined in the Escrow Agreement) dayswith the Escrow Agent, unless for good cause, but in no event less than thirty (30) days. A party’s response shall either consent or accordance with the terms and conditions set forth in reasonable detail the basis on which consent is withheld. A party failing to timely respond as provided herein shall be deemed to have consented to Escrow Agreement for such proposed settlementclaims, without first complying with the procedures set forth in this Section 9.5.

Defense of Claim. With respect to any Proceeding (except any criminal or regulatory Proceeding) as to which Employee the Executive notifies the Company of the commencement thereof: (i) the : 10.8.1 The Company will be entitled to participate in such Proceeding therein at its own expense; (ii) except and 10.8.2 Except as otherwise provided below, to the extent that it so desiresmay wish, the Company jointly with any other indemnifying party similarly notified will be entitled to assume the defense thereofof the Executive, with counsel satisfactory to Employee, which in the Company’s discretion may be regular counsel to the Company and may be counsel to other officers and directors of the Company or any subsidiary thereof (Employee Executive. The Executive also shall have the right to employ his the Executive's own counsel in such action, suit or Proceeding if Employee reasonably concludes that failure to do so would involve a conflict of interest between and the Company and 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.); and (iii) the 10.8.3 The Company shall not be liable to indemnify Employee the Executive under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent, such consent not to be unreasonably withheld. The Company shall not settle any action or claim in any manner that which would impose any penalty that would not be paid directly or indirectly by limitation on the Company or result in any limitation on, or reporting requirements to third parties by, Employee Executive without Employee’s prior Executive's written consent. Neither the Company nor Employee the Executive will unreasonably withhold or delay their respective consent to any proposed settlement. A party from which consent to settle is requested shall respond to such request no later than five (5) days, unless for good cause, but in no event less than thirty (30) days. A party’s response shall either consent or set forth in reasonable detail the basis on which consent is withheld. A party failing to timely respond as provided herein shall be deemed to have consented to such proposed settlement.

Defense of Claim. With respect to any Proceeding (except any criminal or regulatory Proceeding) as to which Employee the Executive notifies the Company of the commencement thereof: : (ia) the The Company will be entitled to participate in such Proceeding therein at its own expense; and (iib) except Except as otherwise provided belowprovided, to the extent that it so desiresmay wish, the Company jointly with any other indemnifying party similarly notified will be entitled to assume the defense thereof, with counsel reasonably satisfactory to Employee, which in the Company’s discretion may be regular counsel Executive (subject to the Company and may be counsel to other officers and directors of the Company or any subsidiary thereof (Employee Nixon Peabody LLP being hereby approved as counsxx). The Executive also shall have the right to employ his own counsel in such action, suit or Proceeding if Employee reasonably concludes that failure to do so would involve a conflict of interest between the Company proceeding and Employee, and under such circumstances the fees and expenses of such counsel (which shall be not more than one such counsel or law firm) shall be at the expense of the Company, if the Company fails to assume the defense of the action, as aforesaid. 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 Affiliate or as to which the Executive shall have reasonably concluded, based on opinion of counsel, that there exists a conflict of interest between the Company or the Affiliate, on the one hand, and the Executive, on the other hand, in the conduct of the defense of such action, and Executive may engage separate counsel in those circumstances.); and (iiic) the The Company shall not be liable to indemnify Employee the Executive under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent, such consent not to be unreasonably withheld. The Company shall not settle any action or claim in any manner that which would impose any penalty that would not be paid directly or indirectly by limitation on the Company or result in any limitation on, or reporting requirements to third parties by, Employee Executive without Employee’s prior Executive's written consent. Neither the Company nor Employee the Executive will unreasonably withhold or delay their respective consent to any proposed settlement. A party from which consent to settle is requested shall respond to such request no later than five (5) days, unless for good cause, but in no event less than thirty (30) days. A party’s response shall either consent or set forth in reasonable detail the basis on which consent is withheld. A party failing to timely respond as provided herein shall be deemed to have consented to such proposed settlement.