Defense of Proceedings. The Company will be entitled to participate, at its own expense, in any Proceeding which may be subject to indemnification or advancement of Expenses covered hereunder of which it has notice, and the Company will be entitled to assume the defense of the Indemnified Parties therein, with counsel reasonably satisfactory to the Indemnitee; provided, however, that the Company shall not be entitled to assume the defense of the Indemnified Parties in any Proceeding if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnified Parties with respect to such Proceeding. The Indemnitee shall have the right to employ his own counsel in any such Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of separate counsel by the Indemnitee (and the Company’s payment of the expenses of such counsel) has been authorized by the Company; (ii) there may be one or more defenses or claims available to the Indemnitee that are different from or additional to those available to the Company; (iii) Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnified Parties with respect to such Proceeding or (iv) the Company shall not in fact have employed counsel to assume the defense of the Indemnitee in such Proceeding after being provided notice thereof, such counsel shall not in fact have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence; it being understood that in the case of any of the foregoing clauses (i), (ii) or (iii) the fees and expenses of the Indemnitee’s counsel shall be advanced by the Company in accordance with this Agreement.
Defense of Proceedings. IHM shall be entitled to participate in the defense of any Proceeding at its own expense and, except as otherwise provided below, to the extent IHM so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from IHM to Indemnitee of its election to assume the complete defense of any such Proceeding, IHM shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by Indemnitee in connection with Indemnitee’s defense of such Proceeding other than as otherwise provided below. Indemnitee shall have the right to employ its own legal counsel in such Proceeding as to which IHM has assumed the complete defense, but all Expenses related to such counsel incurred after notice from IHM of its assumption of the defense shall be at Indemnitee’s own expense; provided, however, that if (i) Indemnitee’s employment of its own legal counsel has been authorized by IHM, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and IHM in the defense of such Proceeding, (iii) the use of counsel chosen by IHM to represent the Indemnitee would present such counsel with an actual or potential conflict of interest, (iv) after a Change in Control, Indemnitee’s employment of its own counsel has been approved by the Independent Counsel, (v) IHM shall not in fact have employed counsel to assume the defense of such Proceeding or (vi) Indemnitee may have defenses not available to IHM, then Indemnitee shall be entitled to retain its own separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any such Proceeding) and all Expenses related to such separate counsel shall be borne by IHM.
Defense of Proceedings. The Company shall be entitled to participate in the defense of any Proceeding relating to an Indemnifiable Event at its own expense and, except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any such Proceeding, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by Indemnitee in connection with Indemnitee’s defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below.
Defense of Proceedings. The Borrower, at the request of any Indemnitee, shall have the obligation to defend against such investigation, litigation or proceeding or requested Remedial Action and the Borrower, in any event, may participate in the defense thereof with legal counsel of the Borrower's choice. In the event that such Indemnitee requests the Borrower to defend against such investigation, litigation or proceeding or requested Remedial Action, the Borrower shall promptly do so and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding or requested Remedial Action, shall vitiate or in any way impair the Borrower's obligation and duty hereunder to indemnify and hold harmless such Indemnitee.
Defense of Proceedings. The Corporation shall be entitled to participate at its own expense in the defense of any Proceeding relating to Indemnitee’s Corporate Status. The Corporation shall also be entitled to assume the defense thereof, with counsel reasonably satisfactory to Indemnitee unless (a) the named parties in any such Proceeding (including any impleaded parties) include the Corporation or any Affiliate of the Corporation and Indemnitee, and Indemnitee reasonably believes that there may be one or more legal defenses available to Indemnitee that are different from or in addition to those available to the Corporation or such subsidiary, or (b) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing. The Corporation shall not, without the prior written consent of Indemnitee (which shall not be unreasonably withheld), effect any settlement of any Proceeding relating to Indemnitee’s Corporate Status unless such settlement solely involves the payment of money by the Corporation and includes a complete and unconditional release of Indemnitee from all liability on all claims that are the subject matter of such Proceeding.
Defense of Proceedings. Except as otherwise provided in this Agreement, each of the Parties agrees to use its commercially reasonable efforts to defend against any Proceedings challenging this Agreement or the consummation of the Transactions, seeking to have any preliminary injunction, temporary restraining order, stay or other legal restraint or prohibition entered or imposed by any court or other Governmental Entity that is not yet final and nonappealable vacated or reversed, and executing any additional instruments reasonably requested by another Party (without cost or expense to the executing party) necessary to carry out the Transactions and to fully carry out the purposes of this Agreement.
Defense of Proceedings. CIVC and CIVC Subco, on the one hand, and Cannus, on the other hand, shall vigorously defend, or shall cause to be vigorously defended, any lawsuits or other legal proceedings brought against CIVC, Cannus or CIVC Subco, or their respective officers, directors or shareholders, challenging this Agreement or the completion of the Business Combination, and the Parties shall cooperate with each other in all respects in such defense. Neither CIVC, CIVC Subco nor Cannus shall compromise or settle any claim brought in connection with the Business Combination, without the prior written consent of the other Parties, which consent shall not be unreasonably withheld, conditioned or delayed.
Defense of Proceedings. Subject to the terms of this Agreement, Tartisan and Canadian Arrow shall vigorously defend, or shall cause to be vigorously defended, any lawsuits or other legal proceedings brought against Tartisan, Canadian Arrow or any Tartisan Group Member, or their respective officers, directors or shareholders, challenging this Agreement or the completion of the Arrangement, and the Parties shall cooperate with each other in all respects in such defense. Neither Tartisan nor Canadian Arrow shall compromise or settle any claim brought in connection with the Arrangement, without the prior written consent of the other Parties, which consent shall not be unreasonably withheld, conditioned or delayed.
Defense of Proceedings. The Company shall be entitled to participate in the defense of any Proceeding relating to an Indemnifiable Claim or to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee; provided that if the Indemnitee believes that (i) the use of counsel chosen by the Company to represent the Indemnitee would present such counsel with an actual or potential conflict of interest, (ii) the named parties in any such Proceeding (including any impleaded parties) include the Company or any subsidiary of the Company and the Indemnitee concludes that there may be one or more legal defenses available to him that are different from or in addition to those available to the Company or any subsidiary of the Company, or (iii) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then the Indemnitee shall be entitled to retain separate counsel at the Company’s expense including for the purposes of monitoring the Proceeding (so that such counsel will be prepared to potentially assume Indemnitee’s defense). Further, the Company shall be required to obtain Indemnitee’s prior written approval before entering into any settlement arising from a Proceeding which would impose any penalty or limitation on Indemnitee.
Defense of Proceedings. In case any action or proceeding is brought against City by reason of any matter referred to in this Article 14 or any other article herein to defend City, Airline, upon written notice from City (which shall be promptly given), shall at Airline’s sole cost and expense, resist or defend such action or proceeding by counsel approved by City in writing (which approval shall not be unreasonably withheld, conditioned or delayed), provided that no approval of counsel shall be required in each instance where the action or proceeding is resisted or defended by counsel of an insurance carrier obligated to resist or defend such action or proceeding, and further provided that City may engage at its own expense its own counsel to participate in the defense of any such action.
1. If Airline determines that the defense of such action is not covered by this Agreement, Airline shall immediately give City notice thereof.
2. Airline shall assume responsibility promptly following notice from City to defend an action or proceeding as required by this Article 14. Airline will reimburse City promptly after City notice for all defense costs and usual expenses incurred by the City from the inception of the action,
3. City shall be notified in advance of any potential settlements of any action defended herein and Airline shall also be notified of any potential settlements in the event of a City defense of said action.
4. The provisions of Article 14 as they apply to occurrences or actual or contingent liabilities arising during the Term of this Agreement shall survive the expiration or any earlier termination of this Agreement for the applicable statute of limitations, but no longer than six (6) years, with the exception of losses involving minor children or the construction on real property.
