Common use of General Indemnity Provisions Clause in Contracts

General Indemnity Provisions. Each indemnity provided ------------------------------ for under this Agreement shall be subject to the following provisions: 6.3.1 The indemnity shall cover the costs and expenses of the indemnitee, including reasonable attorneys' fees and costs (including expert fees), related to any actions, suits or judgments incident to any of the matters covered by such indemnity. 6.3.2 The indemnitee shall notify the indemnitor of any Claim against the indemnitee covered by the indemnity within one hundred eighty (180) days after it has notice of such Claim, but failure to notify the indemnitor shall in no case prejudice the rights of the indemnitee under this Agreement unless the indemnitor shall be prejudiced by such failure and then only to the extent the indemnitor shall be prejudiced by such failure. Should the indemnitor fail to discharge or undertake to defend the indemnitee against such liability upon learning of the same, then the indemnitee may settle such liability, and the liability of the indemnitor hereunder shall be conclusively established by such settlement, the amount of such liability to include both the settlement consideration and the reasonable costs and expenses, including attorneys' fees and costs (including expert fees), incurred by the indemnitee in effecting such settlement. 6.3.3 The indemnity shall also run in favor of any officer, director, employee, advisor, accountant, attorney, partner or shareholder of the indemnitee or any person or entity having a direct or indirect ownership interest in the indemnitee.

General Indemnity Provisions. Each indemnity provided ------------------------------ for under ---------------------------- this Agreement shall be subject to the following provisions: 6.3.1 (i) The indemnity shall cover the costs and expenses of the indemnitee, including reasonable attorneys' fees and costs (including expert fees), related to any actions, suits or judgments incident to any of the matters covered by such indemnity. 6.3.2 (ii) The indemnitee shall notify the indemnitor in writing of any Claim against the indemnitee covered by the indemnity within one hundred eighty forty- five (18045) days after it has notice of such Claim, but failure to notify the indemnitor shall in no case prejudice the rights of the indemnitee under this Agreement unless the indemnitor shall be prejudiced by such failure and then only to the extent the indemnitor shall be prejudiced by such failure. Should the indemnitor fail to discharge or undertake to defend the indemnitee against such liability upon learning of the same, then the indemnitee (upon further notice) may settle such liability, and the liability of the indemnitor hereunder shall be conclusively established by such settlement, the amount of such liability to include both the settlement consideration and the reasonable costs and expenses, including attorneys' fees and costs (including expert fees), incurred by the indemnitee in effecting such settlement. 6.3.3 (iii) The indemnity shall also run in favor of any officer, director, employee, advisor, accountant, attorney, partner or shareholder of the indemnitee or any person or entity having a direct or indirect ownership interest in the indemnitee. (iv) The indemnities set forth in this Section 5.4 are expressly intended to survive the Merger. (v) Appropriate adjustments shall be made so as to reduce the amount of any Claim under this Section 5.4 to take into account insurance coverage and amounts received from third parties.

General Indemnity Provisions. Each indemnity provided ------------------------------ for under this Agreement shall be subject to the following provisions: 6.3.1 (1) The indemnity shall cover the costs and expenses of the indemniteeindemnitees, including reasonable attorneys' fees and costs (including expert fees), related to any actions, suits or judgments incident to any of the matters covered by such indemnity. 6.3.2 (2) The indemnitee shall notify the indemnitor of any Claim claim against the indemnitee covered by the indemnity within one hundred eighty (180) 30 days after it has notice of such Claimclaim, but failure to notify the indemnitor shall in no case prejudice the rights of the indemnitee under this Agreement unless the indemnitor shall be prejudiced by such failure and then only to the extent the indemnitor shall be prejudiced by such failure. Should the indemnitor fail to discharge or undertake to defend the indemnitee against such liability upon learning of the same, then the indemnitee may settle such liability, and the liability of the indemnitor hereunder shall be conclusively established by such settlement, the amount of such liability to include both the settlement consideration and the reasonable costs and expenses, including reasonable attorneys' fees and costs (including expert fees), incurred by the indemnitee in effecting such settlement. 6.3.3 The indemnity shall also run in favor of any officer, director, employee, advisor, accountant, attorney, partner or shareholder of the indemnitee or any person or entity having a direct or indirect ownership interest in the indemnitee.

General Indemnity Provisions. Each indemnity ---------------------------- provided ------------------------------ for under this Agreement shall be subject to the following provisions: 6.3.1 (a) The indemnity shall cover the costs and expenses of the indemnitee, including reasonable attorneys' fees and costs (including expert fees)court costs, related to any actions, suits or judgments incident to any of the matters covered by such indemnity. 6.3.2 (b) The indemnitee shall notify the indemnitor of any Claim against the indemnitee covered by the indemnity within one hundred eighty forty-five (18045) days after it the indemnitee has notice of such Claim, but failure to notify the indemnitor shall in no case prejudice the rights of the indemnitee under this Agreement unless the indemnitor shall be prejudiced by such failure and then only to the extent the indemnitor shall be prejudiced by such failure. Should the indemnitor fail to discharge or undertake to defend the indemnitee against such liability with counsel reasonably acceptable to the indemnified party upon learning of the same, then the indemnitee may reasonably settle such liability, and the liability of the indemnitor hereunder shall be conclusively established by such reasonable settlement, the which amount of such liability to shall include both the settlement consideration and the reasonable costs and expenses, including attorneys' fees and costs (including expert fees), incurred by the indemnitee in effecting such settlement. 6.3.3 The indemnity shall also run in favor of any officer, director, employee, advisor, accountant, attorney, partner or shareholder of the indemnitee or any person or entity having a direct or indirect ownership interest in the indemnitee.

General Indemnity Provisions. Each indemnity provided ------------------------------ for under this Agreement shall be subject to the following provisions: 6.3.1 The (1) Without limitation on the items for which a party shall be indemnified hereunder, the indemnity shall cover the costs and expenses of the indemniteeindemnities, including reasonable attorneys' fees and costs (including expert fees), related to any actions, suits or judgments incident to any of the matters covered by such indemnity. 6.3.2 (2) The indemnitee shall notify the indemnitor of any Claim claim against the indemnitee covered by the indemnity within one hundred eighty (180) 30 days after it has notice of such Claimclaim, but failure to notify the indemnitor shall in no case prejudice the rights of the indemnitee under this Agreement unless the indemnitor shall be prejudiced by such failure and then only to the extent the indemnitor shall be prejudiced by such failure. Should the indemnitor fail to discharge or undertake to defend the indemnitee against such liability upon learning of the same, then the indemnitee may settle such liability, and the liability of the indemnitor hereunder shall be conclusively established by such settlement, the amount of such liability to include both the settlement consideration and the reasonable costs and expenses, including reasonable attorneys' fees and costs (including expert fees), incurred by the indemnitee in effecting such settlement. 6.3.3 The indemnity shall also run in favor of any officer, director, employee, advisor, accountant, attorney, partner or shareholder of the indemnitee or any person or entity having a direct or indirect ownership interest in the indemnitee.

General Indemnity Provisions. Each indemnity provided ------------------------------ for under this Agreement shall be subject to the following provisions: 6.3.1 A. The indemnity shall cover the costs and expenses of the indemnitee, including reasonable attorneys' ’ fees and costs (including expert fees)court costs, related to any actions, suits or judgments incident to any of the matters covered by such indemnity. 6.3.2 B. The indemnitee shall notify the indemnitor of any Claim against the indemnitee covered by the indemnity within one hundred eighty forty-five (18045) days after it the indemnitee has notice of such Claim, but failure to notify the indemnitor shall in no case prejudice the rights of the indemnitee under this Agreement unless the indemnitor shall be prejudiced by such failure and then only to the extent the indemnitor shall be prejudiced by such failure. Should the indemnitor fail to discharge or undertake to defend the indemnitee against such liability upon learning with counsel reasonably acceptable to the indemnitee within thirty (30) days of the sameindemnitor’s receipt of notice of the existence of the applicable Claim (or such shorter period as is reasonably required under the then applicable circumstances in order to mitigate in material respect the exposure of the indemnitee with respect to the applicable Claim), then the indemnitee may settle such liability. In such event, and the liability of the indemnitor hereunder shall be conclusively established by such settlement, the which amount of such liability to shall include both the settlement consideration and the reasonable costs and expenses, including attorneys' fees and costs (including expert ’ fees), incurred by the indemnitee in effecting such settlement. 6.3.3 The indemnity shall also run in favor of any officer, director, employee, advisor, accountant, attorney, partner or shareholder of the indemnitee or any person or entity having a direct or indirect ownership interest in the indemnitee.