Procedure Regarding Indemnification. With respect to any Proceedings, the Indemnitee, prior to taking any action with respect to such Proceeding, shall consult with the Company as to the procedure to be followed in defending, settling, or compromising the Proceeding and may not consent to any settlement or compromise of the Proceeding without the written consent of the Company (which consent may not be unreasonably withheld or delayed). The Company shall be entitled to participate in defending, settling or compromising any Proceeding and to assume the defense of such Proceeding with counsel of its choice and shall assume such defense if requested by the Indemnitee. Notwithstanding the election by, or obligation of, the Company to assume the defense of a Proceeding, the Indemnitee shall have the right to participate in the defense of such Proceeding and to employ counsel of Indemnitee’s choice, but the fees and expenses of such counsel shall be at the expense of the Indemnitee unless (i) the employment of such counsel has been authorized in writing by the Company, or (ii) the Indemnitee has reasonably concluded that there may be defenses available to him which are different from or additional to those available to the Company (in which latter case the Company shall not have the right to direct the defense of such Proceeding on behalf of the Indemnitee), in either of which events the fees and expenses of not more than one additional firm of attorneys selected by the Indemnitee shall be borne by the Company. If the Company assumes the defense of a Proceeding, then counsel for the Company and Indemnitee shall keep Indemnitee reasonably informed of the status of the Proceeding and promptly send to Indemnitee copies of all documents filed or produced in the Proceeding, and the Company shall not compromise or settle any such Proceeding without the written consent of the Indemnitee (which consent may not be unreasonably withheld or delayed) if the relief provided shall be other than monetary damages and shall promptly notify the Indemnitee of any settlement and the amount thereof.
Procedure Regarding Indemnification. 28 15.4 Limitation............................................. 29
Procedure Regarding Indemnification. Each party shall give the other party prompt written notice of any claim coming within the scope of any indemnity expressly set forth in this Agreement. Upon written request of any indemnitee, the indemnitor will assume defense of such claim, action, or proceeding. The indemnitee shall cooperate with the indemnitor in the investigation, defense, and/or settlement of such claim.
Procedure Regarding Indemnification. Purchaser shall notify Seller in writing of any fact or circumstance which gives rise to any indemnification obligation with reasonable promptness after such fact or circumstance first comes to the attention of an executive officer of Purchaser or any affiliate thereof. A failure to notify Seller will not relieve Seller from any liability it may have hereunder or otherwise, except to the extent that such failure materially prejudices Seller's rights or its ability to defend against such complaint, action or proceeding. If Seller so elects or is requested by Purchaser, it will assume the defense of such action or proceeding, including the employment of counsel (which may be counsel to Purchaser) reasonably satisfactory to Purchaser and the payment of the fees and disbursements of such counsel. In the event, however, that Purchaser reasonably determines in its judgment that having common counsel would present such counsel with a conflict of interest or if Seller fails to assume the defense of the action or proceeding in a timely manner, then Purchaser may employ separate counsel to represent or defend it in any such action or proceeding and Seller will pay the fees and disbursements of such counsel; provided, however, that Seller will not be required to pay the fees and disbursements of more than one separate counsel for all indemnified parties in any jurisdiction in any single action or proceeding. Purchaser will cooperate with Seller in the defense of any such action or proceeding. In any action or proceeding the defense of which is assumed by Seller, Purchaser will have the right to participate in such action or proceeding and to retain its own counsel at Purchaser's own expense. Seller shall not be liable for any settlement effected without its prior written consent.
Procedure Regarding Indemnification. With respect to any Claims, Indemnitee, prior to taking any action with respect to such Claim, shall consult with the Company as to the procedure to be followed in defending, settling, or compromising the Claim and may not consent to any settlement or compromise of the Claim without the written consent of the Company (which consent may not be unreasonably withheld or delayed). The Company shall be entitled to participate in defending, settling or compromising any Claim and to assume the defense of such Claim with counsel of its choice and shall assume such defense if requested by Indemnitee. Notwithstanding the election by, or obligation of, the Company to assume the defense of a Claim, Indemnitee shall have the right to participate in the defense of such Claim and to employ counsel of Indemnitee’s choice, but the fees and expenses of such counsel shall be at the expense of Indemnitee unless (i) the employment of such counsel has been authorized in writing by the Company or
