Defense of Proceeding. With respect to any Proceeding: ---------------------
Defense of Proceeding. A. The Indemnitee shall promptly notify the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information, or other document relating to any Proceeding or matter which may be subject to indemnification or advancement of Expenses covered hereunder provided, however, that the failure to give any such notice shall not disqualify Indemnitee from the right, or otherwise affect in any manner any right of Indemnitee, to indemnification or the advance of Expenses under this Agreement unless the Company’s ability to defend in such Proceeding or to obtain proceeds under any insurance policy is prejudiced thereby, and then only to the extent the Company is thereby actually so prejudiced.
Defense of Proceeding. If any Proceeding asserted or commenced against Indemnitee is also asserted or commenced against the Company or an affiliate of the Company, the Company or the affiliate shall be entitled, except as otherwise provided herein below, to assume the defense thereof. After notice from the Company or its affiliate to Indemnitee of its election to assume the defense of any such Proceeding, Indemnitee shall have the right to employ Indemnitee’s own counsel in such Proceeding, but the Expenses of such counsel incurred after such notice to Indemnitee shall be at the expense of Indemnitee and the Company shall not be obligated to Indemnitee under this Agreement for any Expenses subsequently incurred by Indemnitee in connection therewith other than reasonable Expenses (not involving fees or expenses of counsel) arising out of Indemnitee’s participation in the defense of such Proceeding, unless (i) otherwise notified by the Company, (ii) Indemnitee’s counsel shall have reasonably concluded and so notified the Company that there is a conflict of interest between the Company or its affiliate and Indemnitee in the conduct of defense of such Proceeding, or (iii) the Company or its affiliate shall not in fact have employed counsel to assume the defense of such Proceeding, in any of which cases the Expenses of Indemnitee in such Proceeding shall be reimbursed or paid by the Company. The Company or its affiliate shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company by its stockholders or as to which Indemnitee’s counsel shall have made the conclusion set forth in clause (ii) of the preceding sentence of this Section 8.
Defense of Proceeding. (a) An Indemnitee shall give prompt written notice to the Company of the commencement, assertion or threat of any Proceeding in respect of which such Indemnitee shall seek defense or indemnification hereunder. Any failure to so notify the Company shall not relieve the Company from any liability that it may have to such Indemnitee under this Agreement unless the failure to give such notice materially and adversely prejudices the Company.
Defense of Proceeding. The Indemnitee shall be entitled to select his or her own counsel subject to the reasonable consent of the Corporation and such counsel shall be paid directly by the Corporation. With respect to any such proceeding:
Defense of Proceeding. Within thirty (30) calendar days after the receipt by the Company of a notice from the Indemnitee pursuant to Section 4(a) hereof of the commencement of a Proceeding, the Company may elect by written notice to the Indemnitee to assume the defense of such Proceeding, with counsel selected by the Company and reasonably satisfactory to the Indemnitee. After the approval of any such counsel by the Indemnitee, the Company shall not be liable to the Indemnitee for any fees or disbursements of any other counsel subsequently incurred by the Indemnitee in connection with such Proceeding; provided, however, that (i) the Indemnitee shall have the continued right to employ other counsel at the expense of the Indemnitee and (ii) the Company shall pay the fees and disbursements of such other counsel selected by the Indemnitee in the event that the Indemnitee at any time during the course of such Proceeding, based on the advice of his or her counsel, reasonably concludes (with written notice given to the Company setting forth the basis for such conclusion) that there may be a conflict of interest in the defense of such Proceeding between the Indemnitee and any other party represented by the counsel selected by the Company. If the Company shall not have elected to assume the defense of such Proceeding, the Company shall be deemed to have waived any right it might otherwise have to assume such defense.
Defense of Proceeding. The Company may participate in the Proceeding at its own expense and, jointly with any other indemnifying party similarly notified, will be entitled to assume the defense thereof with counsel reasonably satisfactory to the Indemnitee unless there has been a Change of Control or the Indemnitee reasonably concludes that there may be a conflict of interest between the Company and the Indemnitee in the Proceeding. If the Indemnitee does not object on those grounds and the Company assumes the defense of the Proceeding, it shall not be liable to the Indemnitee for any Expenses subsequently incurred by the Indemnitee in connection with the defense thereof, except to the extent that (a) the Company authorizes the Indemnitee to engage separate counsel, (b) the Indemnitee reasonably concludes that counsel engaged by the Company may not adequately represent his interests or (c) the Company or its counsel fails to act with reasonable diligence in assuming the defense of the Proceeding, in each of which events all Expenses thereafter incurred by the Indemnitee for employing separate counsel shall be subject to indemnification hereunder.
Defense of Proceeding
