Indemnity Procedure. Promptly after receipt by an Investor of notice of the commencement of any action, proceeding, or investigation of any third party in respect of which indemnity may be sought as provided in subsection 2.29 above, it shall accordingly notify the Company (the “Indemnitor”). The Company shall promptly assume the defense of the Investor with counsel reasonably satisfactory to the Investor, and the fees and expenses of such counsel shall be at the sole cost and expense of the Company. The Investor will cooperate with the Indemnitor in the defense of any action, proceeding, or investigation for which the Company assumes the defense. The Indemnitor shall not be liable for the settlement of any action, proceeding, or investigation effected without its consent, which consent shall not be unreasonably withheld.
Appears in 6 contracts
Samples: Preferred Share Purchase Agreement (Negevtech Ltd.), Series A1 Preferred Share Purchase Agreement (Negevtech Ltd.), Series A1 Preferred Share Purchase Agreement (Negevtech Ltd.)