Common use of Indemnification of Consultant Clause in Contracts

Indemnification of Consultant. A. The Company agrees to indemnify and hold harmless Consultant from and in respect of any and all claims, suits, actions, proceedings (formal or informal), investigations, judgments, deficiencies, damages, settlements, liabilities, and legal and other expenses (including legal fees and expenses of counsel chosen by Consultant) as and when incurred arising out of, in connection with or based upon Consultant's performance of any of its duties under this Agreement. B. Consultant shall give the Company prompt notice of any claim asserted or threatened against Consultant on the basis of which Consultant intends to seek indemnification from the Company as herein permitted; however, the obligations of the Company under this Section 5 shall not be conditioned upon receipt of such notice. C. Expenses incurred by Consultant in connection with any action, suit, proceeding, or appeal thereof, described in Section 5(a) above, shall be paid by the Company in advance of the final disposition of such action, suit or proceeding within 20 day following receipt of a notice from Consultant specifying the amount of such expenses actually incurred by Consultant in connection with such action, suit, or proceeding. D. The indemnification agreement provided for in this Section 5 shall survive the termination of this Agreement. E. Notwithstanding any other provision of this Section 5 to the contrary, the Company shall not be liable to indemnify Consultant in connection with any claim against Consultant (i) if a court of competent jurisdiction has rendered a final decision that indemnification relating to the claim would be unlawful; (ii) if a final decision by a court of competent jurisdiction shall adjudge the conduct of Consultant to have been taken not in good faith or not in a manner reasonably believed to be in or not opposed to the best interests of the Company; and (iii) if the claim is based upon Consultant deriving an unlawful benefit and a court of competent jurisdiction adjudges that such benefit was unlawful in a final decision.