Common use of Indemnification Demand Clause in Contracts

Indemnification Demand. If any action, proceeding or investigation is commenced for which an Indemnified Party proposes to demand such indemnification, it will notify the Company with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify the Company will not relieve the Company from its obligations hereunder, except to the extent that such failure shall have prejudiced the defense of such action. The Company shall promptly pay or reimburse expenses reasonably and actually incurred by an Indemnified Party in defending or settling any action, proceeding or investigation in which an Indemnified Party is a party or is threatened to be made a party by reason of its relationship with the Company hereunder, in advance of the final disposition of such action, proceeding, or investigation upon submission of invoices therefor pursuant to this Agreement. A&M, on behalf of each Indemnified Party, hereby undertakes, and the Company hereby accepts its undertaking, to repay any and all such amounts so advanced if it shall ultimately be determined that such Indemnified Party is not entitled to be indemnified therefor. If any such action, proceeding, or investigation in which an Indemnified Party is a party is also against the Company or any of its subsidiaries, the Company may, in lieu of advancing the expenses of separate counsel for such Indemnified Party, provide such Indemnified Party with legal representation by the same counsel who represents the Company or its subsidiaries, as applicable, at no cost to such Indemnified Party; provided, however, that if such counsel or counsel to such Indemnified Party shall determine that due to the existence of actual or potential conflicts of interest between such Indemnified Party and any one or more of the Company or its subsidiaries, such counsel is unable to represent both the Indemnified Party and one or more of the Company or its subsidiaries, then the Indemnified Party shall be entitled to use separate counsel of its own choice, and, subject to the preceding sentence, the Company shall promptly pay the Indemnified Party's reasonable expenses of such separate counsel upon submission of invoices therefor. Nothing herein shall prevent any Indemnified Party from using separate counsel of its own choice at its own expense. The Company shall only be liable for settlements of claims against any Indemnified Party made with the Company's written consent, which consent shall not be unreasonably withheld.

Indemnification Demand. If any action, proceeding or investigation is commenced for which an Indemnified Party proposes to demand such indemnification, it will notify the Company with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify the Company will not relieve the Company from its obligations hereunder, except to the extent that such failure shall have prejudiced the defense of any such action, proceeding or investigation. The Company shall promptly pay or reimburse expenses reasonably and actually incurred by an Indemnified Party in defending or settling any action, proceeding or investigation in which an Indemnified Party is a party or is threatened to be made a party by reason of its relationship with the Company hereunder, in advance of the final disposition of such action, proceeding, or investigation upon submission of invoices therefor pursuant to this Agreementtherefor. A&M, on behalf of each The Indemnified Party, hereby undertakes, and the Company hereby accepts its undertaking, to Parties shall repay any and all such amounts so advanced if it shall ultimately be determined that such Indemnified Party is not entitled to be indemnified therefor. If any such action, proceeding, or investigation in which an Indemnified Party is a party is also against the Company or any of its subsidiariesaffiliates, the Company may, in lieu of advancing the expenses of separate counsel for such Indemnified Party, provide such Indemnified Party with legal representation by the same counsel who represents the Company or its subsidiariesaffiliates, as applicable, at no cost to such Indemnified Party; provided, however, that if such counsel or counsel to such Indemnified Party shall determine that due to the existence of actual or potential conflicts of interest between such Indemnified Party and any one or more of the Company or its subsidiariesaffiliates, such counsel is unable to represent both the Indemnified Party and one or more of the Company or its subsidiariesaffiliates, then the Indemnified Party shall be entitled to use separate counsel of its own choice, and, subject to the preceding sentence, and the Company shall promptly pay the Indemnified Party's reasonable expenses of such separate counsel upon submission of invoices therefor. Nothing herein shall prevent any Indemnified Party from using separate counsel of its own choice at its own expense. The Company shall only be liable for settlements of claims against any Indemnified Party made with the Company's written consent, which consent shall not be unreasonably withheld.reasonable