Indemnification for Client Proceedings Clause Samples

Indemnification for Client Proceedings. If a Client or any personal representative or successor of a Client threatens, files, brings or participates in, except as required by law, any investigation, claim, action, suit or proceeding, without regard to whom is the initiating party, whether civil, criminal, administrative or investigative (a “Proceeding”) directly or indirectly, against any Released Party, such Client shall severally, not jointly, to the fullest extent permitted by applicable law as then in effect, indemnify the Released Party against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement by such Released Party in connection with such Proceeding, unless a court of proper jurisdiction or binding arbitration determines that the release under subparagraph 4.2(a) of this Agreement is ineffective because liability resulted from willful misconduct or gross negligence of such Released Party. Such indemnification shall include the right to receive payment in advance of any expenses incurred by the Released Party in connection with such Proceeding, consistent with the next sentence and any provisions of applicable law as then in effect. Each Client shall pay or reimburse reasonable expenses so incurred by an indemnified party in defending any Proceeding in advance of the final disposition of such Proceeding if such Client has received in advance an undertaking by such party to repay all amounts advanced if it is ultimately determined that such party is not entitled to be indemnified. If a claim for indemnification or payment of expenses under this subparagraph is not paid in full within sixty days after a written claim is made, the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim.