Common use of Notice by Director Clause in Contracts

Notice by Director. The Director shall promptly notify State Auto in writing on being served with any summons, citation, subpoena, complaint, indictment, information, or other document relating to any matter that may be subject to indemnification under this Agreement, whether civil, criminal, administrative, or investigative; but the omission to so notify State Auto will not relieve State Auto from any liability that it may have to the Director if such omission does not prejudice State Auto’s rights, but if such omission does prejudice State Auto’s rights, it will relieve State Auto from liability only to the extent of such prejudice; nor will the omission relieve State Auto from any liability that it may have to the Director otherwise than under this Agreement. With respect to any Proceeding of which the Director notifies State Auto: (a) State Auto will be entitled to participate in such Proceeding at its own expense. (b) Except as otherwise provided below, to the extent that it may wish, State Auto jointly with any other indemnifying party similarly notified will be entitled to assume the defense of the Proceeding, with counsel reasonably satisfactory to the Director. After notice from State Auto to the Director of its election so to assume the defense, State Auto will not be liable to the Director under this Agreement for any Expenses subsequently incurred by the Director in connection with the defense other than reasonable costs of investigation or as otherwise provided below. The Director will have the right to employ the Director’s own counsel in such Proceeding, but the fees and Expenses of such counsel will be at the expense of the Director unless: (i) the employment of counsel by the Director has been authorized by State Auto; (ii) the Director has reasonably concluded that there may be a conflict of interest between State Auto and the Director in the conduct of the defense of such Proceeding or that counsel may not be adequately representing director; or (iii) State Auto has not in fact employed counsel to assume the defense of such Proceeding, in each case of which the Expenses of counsel employed by the Director will be at the expense of State Auto. State Auto is not entitled to assume the defense of any Proceeding as to which the Director has made the conclusion provided in (ii) above has occurred. (c) State Auto shall not settle any action or claim in any manner that would impose any penalty or limitation on the Director without the Director’s written consent. (d) Director shall not make any admission or effect any settlement with respect to a Proceeding without State Auto’s written consent unless the Director shall have determined to undertake the Director’s own defense in such matter and has waived the benefits of this Agreement in writing delivered to State Auto. State Auto is not liable to indemnify the Director under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent. (e) Neither the Director nor State Auto shall unreasonably withhold consent to any proposed settlement. The Director and State Auto shall cooperate to the extent reasonably possible with each other and with State Auto’s insurers, in attempts to defend or settle such Proceeding.

Notice by Director. The Director shall promptly notify State Auto in writing on being served with any summons, citation, subpoena, complaint, indictment, information, or other document relating to any matter that may be subject to indemnification under this Agreement, whether civil, criminal, administrative, or investigative; but the omission to so notify State Auto will not relieve State Auto from any liability that it may have to the Director if such omission does not prejudice State Auto’s 's rights, but if such omission does prejudice State Auto’s 's rights, it will relieve State Auto from liability only to the extent of such prejudice; nor will the omission relieve State Auto from any liability that it may have to the Director otherwise than under this Agreement. With respect to any Proceeding of which the Director notifies State Auto: (a) State Auto will be entitled to participate in such Proceeding at its own expense. (b) Except as otherwise provided below, to the extent that it may wish, State Auto jointly with any other indemnifying party similarly notified will be entitled to assume the defense of the Proceeding, with counsel reasonably satisfactory to the Director. After notice from State Auto to the Director of its election so to assume the defense, State Auto will not be liable to the Director under this Agreement for any Expenses subsequently incurred by the Director in connection with the defense other than reasonable costs of investigation or as otherwise provided below. The Director will have the right to employ the Director’s own counsel in such Proceeding, but the fees and Expenses of such counsel will be at the expense of the Director unless: (i) the employment of counsel by the Director has been authorized by State Auto; (ii) the Director has reasonably concluded that there may be a conflict of interest between State Auto and the Director in the conduct of the defense of such Proceeding or that counsel may not be adequately representing directorthe Director; or (iii) State Auto has not in fact employed counsel to assume the defense of such Proceeding, in each case of which the Expenses of counsel employed by the Director will be at the expense of State Auto. State Auto is not entitled to assume the defense of any Proceeding as to which the Director has made the conclusion provided in (ii) above has occurred. (c) State Auto shall not settle any action or claim in any manner that would impose any penalty or limitation on the Director without the Director’s 's written consent. (d) The Director shall not make any admission or effect any settlement with respect to a Proceeding without State Auto’s 's written consent unless the Director shall have determined to undertake the Director’s own defense in such matter and has waived the benefits of this Agreement in writing delivered to State Auto. State Auto is not liable to indemnify the Director under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent. (e) Neither the Director nor State Auto shall unreasonably withhold consent to any proposed settlement. The Director and State Auto shall cooperate to the extent reasonably possible with each other and with State Auto’s 's insurers, in attempts to defend or settle such Proceeding.