Common use of Rights to Defend or Settle; Third Party Proceedings, etc Clause in Contracts

Rights to Defend or Settle; Third Party Proceedings, etc. 1. If the Corporation at any time provides the Indemnitee with an agreement in writing, in form and substance reasonably satisfactory to the Indemnitee and the Indemnitee's counsel, agreeing to indemnify, defend or prosecute and hold the Indemnitee harmless from all Liabilities and Expenses arising from any Third Party Proceeding (an "Agreement of Indemnity"), and demonstrating to the reasonable satisfaction of the Indemnitee the Corporation's financial wherewithal to accomplish such indemnification, the Corporation may thereafter at its own expense undertake full responsibility for and control of the defense or prosecution of such Third Party Proceeding. The Corporation may contest or settle any such Third Party Proceeding for money damages on such terms and conditions as it deems appropriate but shall be obligated to consult in good faith with the Indemnitee and not to contest or settle any Third Party Proceeding involving injunctive or equitable relief against or affecting the Indemnitee or the Indemnitee's properties or assets without the prior written consent of the Indemnitee, such consent not to be unreasonably withheld. The Indemnitee may participate at the Indemnitee's own expense and with the Indemnitee's own counsel in defense or prosecution of a Third Party Proceeding controlled by the Corporation. Such participation shall not relieve the Corporation of its obligation to indemnify the Indemnitee with respect to such Third Party Proceeding under this Agreement. 2. If, as of ten (10) business days after the receipt by the Board of an Indemnification Notice, the Corporation has not delivered to the Indemnitee a reasonably satisfactory Agreement of Indemnity and evidence of financial wherewithal as contemplated by the preceding paragraph, the Indemnitee may contest or settle the Third Party Proceeding on such terms as it sees fit but shall not reach a settlement with respect to the payment of money damages without consulting in good faith with the Corporation. As to any Third Party Proceeding as to which the Indemnitee is entitled (or presumed entitled) to indemnification under this Agreement, unless and until such time as the Corporation at its own expense undertakes full responsibility for and control of the defense or prosecution of such Third Party Proceeding, the Indemnitee shall be entitled to indemnification under this Agreement with respect any Expenses of the Indemnitee, including Legal Fees, relating to such Third Party Proceeding. Notwithstanding the foregoing, the Corporation may at any time deliver to the Indemnitee a reasonably satisfactory Agreement of Indemnity and evidence of financial wherewithal as contemplated by the preceding paragraph, and thereafter at its own expense undertake full responsibility for and control of the defense or prosecution of such Third Party Proceeding. 3. All Expenses incurred in defending or prosecuting any Third Party Proceeding shall be paid in accordance with the procedure set forth in Section 3(d) of this Agreement. 4. If, by reason of any Third Party Proceeding as to which the Indemnitee is entitled (or presumed entitled) to indemnification under this Agreement, a lien, attachment, garnishment or execution is placed upon any of the property or assets of the Indemnitee, the Corporation shall promptly furnish a reasonably satisfactory indemnity bond to obtain the prompt release of such lien, attachment, garnishment or execution. 5. The Corporation may participate at its own expense and with its own counsel in defense or prosecution of any Third Party Proceeding, but any such participation shall not relieve the Corporation of its obligations to indemnify the Indemnitee under this Agreement. Any election by the Corporation to at its own expense undertake full responsibility for and control of the defense or prosecution of a Third Party Proceeding shall not affect the entitlement of the Indemnitee to indemnification under this Agreement. 6. The Indemnitee shall cooperate in the defense or prosecution of any Third Party Proceeding controlled by the Corporation. 7. The parties shall cooperate in good faith and use reasonable efforts to mitigate and minimize any Expense or Liability.

Rights to Defend or Settle; Third Party Proceedings, etc. 1. i. If the Corporation at any time provides the Indemnitee with an agreement in writing, in form and substance reasonably satisfactory to the Indemnitee and the Indemnitee's counsel, agreeing to indemnify, defend or prosecute and hold the Indemnitee harmless from all Liabilities and Expenses arising from any Third Party Proceeding (an "Agreement of Indemnity"), and demonstrating to the reasonable satisfaction of the Indemnitee the Corporation's financial wherewithal to accomplish such indemnification, the Corporation may thereafter at its own expense undertake full responsibility for and control of the defense or prosecution of such Third Party Proceeding. The Corporation may contest or settle any such Third Party Proceeding for money damages on such terms and conditions as it deems appropriate but shall be 6 obligated to consult in good faith with the Indemnitee and not to contest or settle any Third Party Proceeding involving injunctive or equitable relief against or affecting the Indemnitee or the Indemnitee's properties or assets without the prior written consent of the Indemnitee, such consent not to be unreasonably withheld. The Indemnitee may participate at the Indemnitee's own expense and with the Indemnitee's own counsel in defense or prosecution of a Third Party Proceeding controlled by the Corporation. Such participation shall not relieve the Corporation of its obligation to indemnify the Indemnitee with respect to such Third Party Proceeding under this Agreement. 2ii. If, as of ten (10) business days after the receipt by the Board of an Indemnification Notice, the Corporation has not delivered to the Indemnitee a reasonably satisfactory Agreement of Indemnity and evidence of financial wherewithal as contemplated by the preceding paragraph, the Indemnitee may contest or settle the Third Party Proceeding on such terms as it sees fit but shall not reach a settlement with respect to the payment of money damages without consulting in good faith with the Corporation. As to any Third Party Proceeding as to which the Indemnitee is entitled (or presumed entitled) to indemnification under this Agreement, unless and until such time as the Corporation at its own expense undertakes full responsibility for and control of the defense or prosecution of such Third Party Proceeding, the Indemnitee shall be entitled to indemnification under this Agreement with respect any Expenses of the Indemnitee, including Legal Fees, relating to such Third Party Proceeding. Notwithstanding the foregoing, the Corporation may at any time deliver to the Indemnitee a reasonably satisfactory Agreement of Indemnity and evidence of financial wherewithal as contemplated by the preceding paragraph, and thereafter at its own expense undertake full responsibility for and control of the defense or prosecution of such Third Party Proceeding. 3iii. All Expenses incurred in defending or prosecuting any Third Party Proceeding shall be paid in accordance with the procedure set forth in Section 3(d) of this Agreement. 4iv. If, by reason of any Third Party Proceeding as to which the Indemnitee is entitled (or presumed entitled) to indemnification under this Agreement, a lien, attachment, garnishment or execution is placed upon any of the property or assets of the Indemnitee, the Corporation shall promptly furnish a reasonably satisfactory indemnity bond to obtain the prompt release of such lien, attachment, garnishment or execution. 5. v. The Corporation may participate at its own expense and with its own counsel in defense or prosecution of any Third Party Proceeding, but any such participation shall not relieve the Corporation of its obligations to indemnify the Indemnitee under 7 this Agreement. Any election by the Corporation to at its own expense undertake full responsibility for and control of the defense or prosecution of a Third Party Proceeding shall not affect the entitlement of the Indemnitee to indemnification under this Agreement. 6vi. The Indemnitee shall cooperate in the defense or prosecution of any Third Party Proceeding controlled by the Corporation. 7vii. The parties shall cooperate in good faith and use reasonable efforts to mitigate and minimize any Expense or Liability.

Rights to Defend or Settle; Third Party Proceedings, etc. 1. If the Corporation at any time provides the Indemnitee with an agreement in writing, in form and substance reasonably satisfactory to the Indemnitee and the Indemnitee's counsel, agreeing to indemnify, defend or prosecute and hold the Indemnitee harmless from all Liabilities and Expenses arising from any Third Party INDEMNIFICATION AGREEMENT PAGE 6 -------------------------------------------------------------------------------- Proceeding (an "Agreement of Indemnity"), and demonstrating to the reasonable satisfaction of the Indemnitee the Corporation's financial wherewithal to accomplish such indemnification, the Corporation may thereafter at its own expense undertake full responsibility for and control of the defense or prosecution of such Third Party Proceeding. The Corporation may contest or settle any such Third Party Proceeding for money damages on such terms and conditions as it deems appropriate but shall be obligated to consult in good faith with the Indemnitee and not to contest or settle any Third Party Proceeding involving injunctive or equitable relief against or affecting the Indemnitee or the Indemnitee's properties or assets without the prior written consent of the Indemnitee, such consent not to be unreasonably withheld. The Indemnitee may participate at the Indemnitee's own expense and with the Indemnitee's own counsel in defense or prosecution of a Third Party Proceeding controlled by the Corporation. Such participation shall not relieve the Corporation of its obligation to indemnify the Indemnitee with respect to such Third Party Proceeding under this Agreement. 2. If, as of ten (10) business days after the receipt by the Board of an Indemnification Notice, the Corporation has not delivered to the Indemnitee a reasonably satisfactory Agreement of Indemnity and evidence of financial wherewithal as contemplated by the preceding paragraph, the Indemnitee may contest or settle the Third Party Proceeding on such terms as it sees fit but shall not reach a settlement with respect to the payment of money damages without consulting in good faith with the Corporation. As to any Third Party Proceeding as to which the Indemnitee is entitled (or presumed entitled) to indemnification under this Agreement, unless and until such time as the Corporation at its own expense undertakes full responsibility for and control of the defense or prosecution of such Third Party Proceeding, the Indemnitee shall be entitled to indemnification under this Agreement with respect any Expenses of the Indemnitee, including Legal Fees, relating to such Third Party Proceeding. Notwithstanding the foregoing, the Corporation may at any time deliver to the Indemnitee a reasonably satisfactory Agreement of Indemnity and evidence of financial wherewithal as contemplated by the preceding paragraph, and thereafter at its own expense undertake full responsibility for and control of the defense or prosecution of such Third Party Proceeding. 3. All Expenses incurred in defending or prosecuting any Third Party Proceeding shall be paid in accordance with the procedure set forth in Section 3(d) of this Agreement. 4. If, by reason of any Third Party Proceeding as to which the Indemnitee is entitled (or presumed entitled) to indemnification under this Agreement, a lien, INDEMNIFICATION AGREEMENT PAGE 7 -------------------------------------------------------------------------------- attachment, garnishment or execution is placed upon any of the property or assets of the Indemnitee, the Corporation shall promptly furnish a reasonably satisfactory indemnity bond to obtain the prompt release of such lien, attachment, garnishment or execution. 5. The Corporation may participate at its own expense and with its own counsel in defense or prosecution of any Third Party Proceeding, but any such participation shall not relieve the Corporation of its obligations to indemnify the Indemnitee under this Agreement. Any election by the Corporation to at its own expense undertake full responsibility for and control of the defense or prosecution of a Third Party Proceeding shall not affect the entitlement of the Indemnitee to indemnification under this Agreement. 6. The Indemnitee shall cooperate in the defense or prosecution of any Third Party Proceeding controlled by the Corporation. 7. The parties shall cooperate in good faith and use reasonable efforts to mitigate and minimize any Expense or Liability.

Rights to Defend or Settle; Third Party Proceedings, etc. 1. i. If the Corporation at any time provides the Indemnitee with an agreement in writing, in form and substance reasonably satisfactory to the Indemnitee and the Indemnitee's counsel, agreeing to indemnify, defend or prosecute and hold the Indemnitee harmless from all Liabilities and Expenses arising from any Third Party Proceeding (an "Agreement of Indemnity"), and demonstrating to the reasonable satisfaction of the Indemnitee the Corporation's financial wherewithal to accomplish such indemnification, the Corporation may thereafter at its own expense undertake full responsibility for and control of the defense or prosecution of such Third Party Proceeding. The Corporation may contest or settle any such Third Party Proceeding for money damages on such terms and conditions as it deems appropriate but shall be INDEMNIFICATION AGREEMENT PAGE 6 -------------------------------------------------------------------------------- obligated to consult in good faith with the Indemnitee and not to contest or settle any Third Party Proceeding involving injunctive or equitable relief against or affecting the Indemnitee or the Indemnitee's properties or assets without the prior written consent of the Indemnitee, such consent not to be unreasonably withheld. The Indemnitee may participate at the Indemnitee's own expense and with the Indemnitee's own counsel in defense or prosecution of a Third Party Proceeding controlled by the Corporation. Such participation shall not relieve the Corporation of its obligation to indemnify the Indemnitee with respect to such Third Party Proceeding under this Agreement. 2ii. If, as of ten (10) business days after the receipt by the Board of an Indemnification Notice, the Corporation has not delivered to the Indemnitee a reasonably satisfactory Agreement of Indemnity and evidence of financial wherewithal as contemplated by the preceding paragraph, the Indemnitee may contest or settle the Third Party Proceeding on such terms as it sees fit but shall not reach a settlement with respect to the payment of money damages without consulting in good faith with the Corporation. As to any Third Party Proceeding as to which the Indemnitee is entitled (or presumed entitled) to indemnification under this Agreement, unless and until such time as the Corporation at its own expense undertakes full responsibility for and control of the defense or prosecution of such Third Party Proceeding, the Indemnitee shall be entitled to indemnification under this Agreement with respect any Expenses of the Indemnitee, including Legal Fees, relating to such Third Party Proceeding. Notwithstanding the foregoing, the Corporation may at any time deliver to the Indemnitee a reasonably satisfactory Agreement of Indemnity and evidence of financial wherewithal as contemplated by the preceding paragraph, and thereafter at its own expense undertake full responsibility for and control of the defense or prosecution of such Third Party Proceeding. 3iii. All Expenses incurred in defending or prosecuting any Third Party Proceeding shall be paid in accordance with the procedure set forth in Section 3(d) of this Agreement. 4iv. If, by reason of any Third Party Proceeding as to which the Indemnitee is entitled (or presumed entitled) to indemnification under this Agreement, a lien, attachment, garnishment or execution is placed upon any of the property or assets of the Indemnitee, the Corporation shall promptly furnish a reasonably satisfactory indemnity bond to obtain the prompt release of such lien, attachment, garnishment or execution. 5. v. The Corporation may participate at its own expense and with its own counsel in defense or prosecution of any Third Party Proceeding, but any such participation shall not relieve the Corporation of its obligations to indemnify the Indemnitee under INDEMNIFICATION AGREEMENT PAGE 7 -------------------------------------------------------------------------------- this Agreement. Any election by the Corporation to at its own expense undertake full responsibility for and control of the defense or prosecution of a Third Party Proceeding shall not affect the entitlement of the Indemnitee to indemnification under this Agreement. 6vi. The Indemnitee shall cooperate in the defense or prosecution of any Third Party Proceeding controlled by the Corporation. 7vii. The parties shall cooperate in good faith and use reasonable efforts to mitigate and minimize any Expense or Liability.

Rights to Defend or Settle; Third Party Proceedings, etc. 1. i. If the Corporation at any time provides the Indemnitee with an agreement in writing, in form and substance reasonably satisfactory to the Indemnitee and the INDEMNIFICATION AGREEMENT PAGE 6 ------------------------------------------------------------------------------- Indemnitee's counsel, agreeing to indemnify, defend or prosecute and hold the Indemnitee harmless from all Liabilities and Expenses arising from any Third Party Proceeding (an "Agreement of Indemnity"), and demonstrating to the reasonable satisfaction of the Indemnitee the Corporation's financial wherewithal to accomplish such indemnification, the Corporation may thereafter at its own expense undertake full responsibility for and control of the defense or prosecution of such Third Party Proceeding. The Corporation may contest or settle any such Third Party Proceeding for money damages on such terms and conditions as it deems appropriate but shall be obligated to consult in good faith with the Indemnitee and not to contest or settle any Third Party Proceeding involving injunctive or equitable relief against or affecting the Indemnitee or the Indemnitee's properties or assets without the prior written consent of the Indemnitee, such consent not to be unreasonably withheld. The Indemnitee may participate at the Indemnitee's own expense and with the Indemnitee's own counsel in defense or prosecution of a Third Party Proceeding controlled by the Corporation. Such participation shall not relieve the Corporation of its obligation to indemnify the Indemnitee with respect to such Third Party Proceeding under this Agreement. 2ii. If, as of ten (10) business days after the receipt by the Board of an Indemnification Notice, the Corporation has not delivered to the Indemnitee a reasonably satisfactory Agreement of Indemnity and evidence of financial wherewithal as contemplated by the preceding paragraph, the Indemnitee may contest or settle the Third Party Proceeding on such terms as it sees fit but shall not reach a settlement with respect to the payment of money damages without consulting in good faith with the Corporation. As to any Third Party Proceeding as to which the Indemnitee is entitled (or presumed entitled) to indemnification under this Agreement, unless and until such time as the Corporation at its own expense undertakes full responsibility for and control of the defense or prosecution of such Third Party Proceeding, the Indemnitee shall be entitled to indemnification under this Agreement with respect any Expenses of the Indemnitee, including Legal Fees, relating to such Third Party Proceeding. Notwithstanding the foregoing, the Corporation may at any time deliver to the Indemnitee a reasonably satisfactory Agreement of Indemnity and evidence of financial wherewithal as contemplated by the preceding paragraph, and thereafter at its own expense undertake full responsibility for and control of the defense or prosecution of such Third Party Proceeding. 3iii. All Expenses incurred in defending or prosecuting any Third Party Proceeding shall be paid in accordance with the procedure set forth in Section 3(d) of this Agreement.. INDEMNIFICATION AGREEMENT PAGE 7 ------------------------------------------------------------------------------- 4iv. If, by reason of any Third Party Proceeding as to which the Indemnitee is entitled (or presumed entitled) to indemnification under this Agreement, a lien, attachment, garnishment or execution is placed upon any of the property or assets of the Indemnitee, the Corporation shall promptly furnish a reasonably satisfactory indemnity bond to obtain the prompt release of such lien, attachment, garnishment or execution. 5. v. The Corporation may participate at its own expense and with its own counsel in defense or prosecution of any Third Party Proceeding, but any such participation shall not relieve the Corporation of its obligations to indemnify the Indemnitee under this Agreement. Any election by the Corporation to at its own expense undertake full responsibility for and control of the defense or prosecution of a Third Party Proceeding shall not affect the entitlement of the Indemnitee to indemnification under this Agreement. 6vi. The Indemnitee shall cooperate in the defense or prosecution of any Third Party Proceeding controlled by the Corporation. 7vii. The parties shall cooperate in good faith and use reasonable efforts to mitigate and minimize any Expense or Liability.

Rights to Defend or Settle; Third Party Proceedings, etc. 1(i) Corporation's Right to Defend or Settle. If the Corporation If, at any time provides time, the Indemnitee -------------------------------------------- Corporation shall provide the Indemnified Party with an agreement in writing, in form and substance reasonably satisfactory to the Indemnitee Indemnified Party and the IndemniteeIndemnified Party's counsel, agreeing to indemnify, defend or prosecute and hold the Indemnitee Indemnified Party harmless from all Liabilities and Expenses arising from any Third Party Proceeding (an a "Agreement of IndemnityHold Harmless Agreement"), and demonstrating to the reasonable satisfaction of the Indemnitee Indemnified Party the Corporation's financial wherewithal ability to accomplish such indemnification, the Corporation may thereafter at its own expense undertake full responsibility for and control of the defense or prosecution of such Third Party Proceeding. The Corporation may contest or settle any such Third Party Proceeding for money damages on such terms and conditions as it deems appropriate but shall be obligated to consult in good faith with the Indemnitee Indemnified Party and not to contest or settle any Third Party Proceeding involving injunctive or equitable relief against or affecting the Indemnitee Indemnified Party or the IndemniteeIndemnified Party's properties or assets without the prior written consent of the IndemniteeIndemnified Party, such consent not to be unreasonably withheldwithheld unreasonably. The Indemnitee Indemnified Party may participate at the IndemniteeIndemnified Party's own expense and with the IndemniteeIndemnified Party's own counsel in the defense or prosecution of a Third Party Proceeding controlled by the Corporation. Such participation shall not relieve the Corporation of its obligation to indemnify the Indemnitee Indemnified Party under this Agreement with respect to such Third Party Proceeding under this Agreement. 2. If, as of ten (10) business days after the receipt by the Board of an Indemnification Notice, the Corporation has not delivered to the Indemnitee a reasonably satisfactory Agreement of Indemnity and evidence of financial wherewithal as contemplated by the preceding paragraph, the Indemnitee may contest or settle the Third Party Proceeding on such terms as it sees fit but shall not reach a settlement with respect to the payment of money damages without consulting in good faith with the Corporation. As to any Third Party Proceeding as to which the Indemnitee is entitled (or presumed entitled) to indemnification under this Agreement, unless and until such time as the Corporation at its own expense undertakes full responsibility for and control of the defense or prosecution of such Third Party Proceeding, the Indemnitee shall be entitled to indemnification under this Agreement with respect any Expenses of the Indemnitee, including Legal Fees, relating to such Third Party Proceeding. Notwithstanding the foregoing, the Corporation may at any time deliver to the Indemnitee a reasonably satisfactory Agreement of Indemnity and evidence of financial wherewithal as contemplated by the preceding paragraph, and thereafter at its own expense undertake full responsibility for and control of the defense or prosecution of such Third Party Proceeding. 3. All Expenses incurred in defending or prosecuting any Third Party Proceeding shall be paid in accordance with the procedure set forth in Section 3(d) of this Agreement. 4. If, by reason of any Third Party Proceeding as to which the Indemnitee is entitled (or presumed entitled) to indemnification under this Agreement, a lien, attachment, garnishment or execution is placed upon any of the property or assets of the Indemnitee, the Corporation shall promptly furnish a reasonably satisfactory indemnity bond to obtain the prompt release of such lien, attachment, garnishment or execution. 5. The Corporation may participate at its own expense and with its own counsel in defense or prosecution of any Third Party Proceeding, but any such participation shall not relieve the Corporation of its obligations to indemnify the Indemnitee under this Agreement. Any election by the Corporation to at its own expense undertake full responsibility for and control of the defense or prosecution of a Third Party Proceeding shall not affect the entitlement of the Indemnitee to indemnification under this Agreement. 6. The Indemnitee shall cooperate in the defense or prosecution of any Third Party Proceeding controlled by the Corporation. 7. The parties shall cooperate in good faith and use reasonable efforts to mitigate and minimize any Expense or Liability.