Example ContractsClausesdefense of claims brought by third partiesVariants
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Defense of Claims. The Company shall be entitled to participate in the defense of any Claim 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 the Indemnitee. After notice from the Company to the Indemnitee of its election to assume the defense of any such Claim, the Company shall not be liable to the Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by the Indemnitee in connection with the Indemnitee’s defense of such Claim other than reasonable costs of investigation or as otherwise provided below. The Indemnitee shall have the right to employ its own legal counsel in such Claim, but all Expenses related to such counsel incurred after notice from the Company of its assumption of the defense shall be at the Indemnitee’s own expense; provided, however, that if # the Indemnitee’s employment of its own legal counsel has been authorized by the Company, # the Company’s counsel has reasonably determined that there may be a conflict of interest between the Indemnitee and the Company in the defense of such Claim, # after a Change in Control, the Indemnitee’s employment of its own counsel has been approved by the Independent Counsel or # the Company shall not in fact have employed counsel to assume the defense of such Claim, then the 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 Claim) and all Expenses related to such separate counsel shall be borne by the Company.

DefenseWith respect to any such Claim as to which Indemnitee notifies the Company of Claims. Thethe commencement thereof, the Company shallwill be entitled to participate in the defense of any Claim 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 the Indemnitee. After notice from the Company to the Indemnitee of its election to assume the defense of any such Claim, the Company shall not be liable to the Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by the Indemnitee in connection with the Indemnitee’s defense of such Claim other than reasonable costs of investigation or as otherwise provided below. The Indemnitee shall have the right to employ its own legal counsel in such Claim, but all Expenses related to such counselthereto incurred after notice from the Company of its assumption of the defense shall be at the Indemnitee’s own expense; provided, however, that ifexpense unless: # the Indemnitee’s employment of its own legal counsel by Indemnitee has been authorized by the Company, # the Company’s counselIndemnitee has reasonably determined that there may be a conflict of interest between the Indemnitee and the Company in the defense of suchthe Claim, # after a Change in Control, the Indemnitee’s employment of its own counsel by Indemnitee has been approved by the Independent Counsel or # the Company shall not in fact have employed counsel to assume the defense of such Claim, then the Indemnitee shall be entitled to retain its own separate counsel (but not more than one law firm plus, if applicable, local counsel in respecteach of any such Claim) andwhich cases all Expenses related to such separate counselof the Claim shall be borne by the Company. The Company shall not be entitled to assume the defense of any Claim brought by or on behalf of the Company, or as to which Indemnitee shall have made the determination provided for in # above or under the circumstances provided for in [(iii) and (iv) above].

DefenseDefense. With respect to any Proceeding as to which Indemnitee notifies the Company of Claims. Thethe commencement thereof, the Company shallwill be entitled to participate in the defense of any Claim relating to an Indemnifiable EventProceeding at its own expense and,and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to the Indemnitee. After notice from the Company to the Indemnitee of its election to assume the defense of any such Claim,Proceeding, the Company shallwill not be liable to the Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by the Indemnitee in connection with the Indemnitee’s defense of such ClaimProceeding other than reasonable costs of investigation or as otherwise provided below. The Indemnitee shall have the right to employ itshis own legal counsel in such Claim,Proceeding, but all Expenses related to such counselthereto incurred after notice from the Company of its assumption of the defense shall be at the Indemnitee’Indemnitee's own expense; provided, however, that ifexpense unless: # the Indemnitee’s employment of its own legal counsel by Indemnitee has been authorized by the Company, # the Company’s counselIndemnitee has reasonably determined that there may be a conflict of interest between the Indemnitee and the Company in the defense of such Claim, #the Proceeding, after a Change in Control,Control (other than a Change in Control approved by a majority of the Indemnitee’sdirectors on the Board who were directors immediately prior to such Change in Control), the employment of its own counsel by Indemnitee has been approved by the Independent CounselCounsel, or # the Company shall not in fact have employed counsel to assume the defense of such Claim, then the Indemnitee shall be entitled to retain its own separate counsel (but not more than one law firm plus, if applicable, local counselProceeding, in respecteach of any such Claim) andwhich case all Expenses related to such separate counselof the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in # above.

DefenseAssumption of Claims. TheDefense. In the event the Company shall be entitledrequested by Indemnitee to participate inpay the defenseExpenses of any Claim relating to an Indemnifiable Event at its own expense and, except as otherwise provided below, toproceeding, the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to the Indemnitee. After notice from the Company to the Indemnitee of its electionCompany, if appropriate, shall be entitled to assume the defense of any such Claim,proceeding, or to participate to the extent permissible in such proceeding, with counsel reasonably acceptable to Indemnitee. Upon assumption of the defense by the Company and the retention of such counsel by the Company, the Company shall not be liable to the Indemnitee under this Agreement or otherwise for any Expensesfees of counsel subsequently directly incurred by Indemnitee with respect to the Indemnitee in connection with the Indemnitee’s defense of such Claim other than reasonable costs of investigation or as otherwisesame proceeding, provided below. Thethat Indemnitee shall have the right to employ its own legalseparate counsel in such Claim, but all Expenses relatedproceeding at Indemnitee’s sole cost and expense. Notwithstanding the foregoing, if Indemnitee’s counsel delivers a written notice to such counsel incurred after notice from the Company of its assumption of the defense shall be at the Indemnitee’s own expense; provided, however,stating that if # the Indemnitee’s employment of its own legal counsel has been authorized by the Company, # the Company’ssuch counsel has reasonably determinedconcluded that there may be a conflict of interest between the Company and Indemnitee andin the conduct of any such defense or the Company shall not, in fact, have employed counsel or otherwise actively pursued the defense of such Claim, # afterproceeding within a Changereasonable time, then in Control,any such event the Indemnitee’s employmentfees and Expenses of its own counsel has been approved by the Independent Counsel or # the Company shall not in fact have employedIndemnitee’s counsel to assume the defense ofdefend such Claim, then the Indemniteeproceeding shall be entitledsubject to retain its own separate counsel (but not more than one law firm plus, if applicable, local counsel in respectthe indemnification and advancement of any such Claim) and all Expenses related to such separate counsel shall be borne by the Company.provisions of this Agreement.

DefenseWith respect to any Proceeding for which indemnification or advancement of Claims. TheExpenses is requested, the Company shallwill be entitled to participate in the defense of any Claim relating to an Indemnifiable Eventtherein at its own expense and, except as otherwise provided below, to the extent that it may wish, the Company so wishes, it may assume the defense thereofthereof, with counsel reasonably satisfactory to the Indemnitee. After notice from the Company to the Indemnitee of its election to assume the defense of any such Claim,a Proceeding, the Company shallwill not be liable to the Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by the Indemnitee in connection with the Indemnitee’s defense of such Claimthereof, other than reasonable costs of investigationas provided below. The Company shall not settle any Proceeding in any manner which would impose any penalty or as otherwise provided below.limitation on the Indemnitee without the Indemnitee’s written consent. The Indemnitee shall have the right to employ itshis own legal counsel in such Claim,any Proceeding, but all Expenses related tothe fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense of the Proceeding shall be at the Indemnitee’s own expense; provided, however, that ifexpense of the Indemnitee, unless # the Indemnitee’s employment of its own legal counsel by the Indemnitee has been authorized by the Company, # the Company’s counsel hasIndemnitee shall have reasonably determinedconcluded that there may be a conflict of interest between the IndemniteeCompany and the CompanyIndemnitee in the conduct of the defense of such Claim, # after a Change in Control, the Indemnitee’s employment of its own counsel has been approved by the Independent CounselProceeding, or # the Company shall not in fact have employed counsel to assume the defense of such Claim, thena proceeding, in each of which cases the Indemniteefees and expenses of the Indemnitee’s counsel shall be advanced by the Company. The Company shall not be entitled to retain its own separate counsel (but not more than one law firm plus, if applicable, local counsel in respectassume the defense of any such Claim)Proceeding brought by or on behalf of the Company or as to which the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and all Expenses related to such separate counsel shall be borne by the Company.Indemnitee.

Defense of Claims. TheASSUMPTION OF DEFENSE. In the event the Company shall be entitledrequested by Indemnitee to participate inpay the defenseexpenses of any Claim relating to an Indemnifiable Event at its own expense and, except as otherwise provided below, to the extentproceeding, the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to the Indemnitee. After notice from the Company to the Indemnitee ofor its electionaffiliates, if appropriate, shall be entitled to assume the defense of any such Claim,proceeding, or to participate to the extent permissible in such proceeding, with counsel reasonably acceptable to Indemnitee. Upon assumption of the defense by the Company or its affiliates and the retention of such counsel by the Company or its affiliates, the Company shall not be liable to the Indemnitee under this Agreement or otherwise for any Expensesfees of counsel subsequently directly incurred by Indemnitee with respect to the Indemnitee in connection with the Indemnitee’s defense of such Claim other than reasonable costs of investigation or as otherwisesame proceeding, provided below. Thethat Indemnitee shall have the right to employ its own legalseparate counsel in such Claim, but all Expenses relatedproceeding at Indemnitee’s sole cost and expense. Notwithstanding the foregoing, if Indemnitee’s counsel delivers a written notice to such counsel incurred after notice from the Company of its assumption of the defense shall be at the Indemnitee’s own expense; provided, however,stating that if # the Indemnitee’s employment of its own legal counsel has been authorized by the Company, # the Company’ssuch counsel has reasonably determinedconcluded that there may be a conflict of interest between the Company and Indemnitee andin the conduct of any such defense or the Company shall not, in fact, have employed counsel or otherwise actively pursued the defense of such Claim, # afterproceeding within a Changereasonable time, then in Control,any such event the Indemnitee’s employmentfees and expenses of its own counsel has been approved by the Independent Counsel or # the Company shall not in fact have employedIndemnitee’s counsel to assume the defense ofdefend such Claim, then the Indemniteeproceeding shall be entitledsubject to retain its own separate counsel (but not more than one law firm plus, if applicable, local counsel in respectthe indemnification and advancement of any such Claim) and all Expenses related to such separate counsel shall be borne by the Company.expenses provisions of this Agreement.

Defense of Claims. The Company shall be entitled to participate in the defense of any Indemnifiable Claim relatingor 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 thereofthereof, with counsel reasonably satisfactory to the Indemnitee. After notice fromIndemnitee; provided that if Indemnitee believes, after consultation with counsel selected by Indemnitee, that # the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, # the Indemnitee of its election to assume the defense ofnamed parties in any such Claim,Indemnifiable Claim (including any impleaded parties) include both the Company shall not be liable to theand Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by the Indemnitee in connection with the Indemnitee’s defense of such Claim other than reasonable costs of investigation or as otherwise provided below. Theand Indemnitee shall have the right to employ its own legal counsel in such Claim, but all Expenses related to such counsel incurred after notice from the Company of its assumption of the defense shall be at the Indemnitee’s own expense; provided, however, that if # the Indemnitee’s employment of its own legal counsel has been authorized by the Company, # the Company’s counsel has reasonably determinedconclude that there may be a conflict of interest betweenone or more legal defenses available to Indemnitee that are different from or in addition to those available to the Indemnitee and the Company in the defense of such Claim, # after a Change in Control, the Indemnitee’s employment of its own counsel has been approved by the Independent CounselCompany, or # any such representation by such counsel would be precluded under the Company shall not in fact have employed counsel to assume the defenseapplicable standards of such Claim,professional conduct then theprevailing, 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 particular Indemnifiable Claim) at the Company’s expense. The Company shall not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Indemnifiable Claim effected without the Company’s prior written consent. The Company shall not, without the prior written consent of the Indemnitee, effect any settlement of any threatened or pending Indemnifiable Claim to which the Indemnitee is, or could have been, a party unless such Claim)settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all Expenses relatedliability on any claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor Indemnitee shall unreasonably withhold its consent to such separate counsel shall be borne by the Company.any proposed settlement; provided that Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of Indemnitee.

DefenseSelection of Claims. TheCounsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to participate inassume the defense of any Claim 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 thereofsuch Claim, with legal counsel reasonably satisfactory toapproved by the Indemnitee. After notice fromIndemnitee, upon the Companydelivery to the Indemnitee of written notice of its election to assumedo so. After delivery of such notice, approval of such legal counsel by the defenseIndemnitee and the retention of any such Claim,legal counsel by the Company, the Company shallwill not be liable to the Indemnitee under this Agreement or otherwise for any Expensesfees of counsel subsequently directly incurred by the Indemnitee with respect to the same Claim; provided that, # the Indemnitee shall have the right to employ the Indemnitee’s legal counsel in connection with the Indemnitee’s defense ofany such Claim other than reasonable costs of investigation or as otherwise provided below. Theat the Indemnitee’s expense; # the Indemnitee shall have the right to employ its own legal counsel in connection with any such Claim, but all Expenses related to such counsel incurred after notice fromproceeding, at the Company of its assumptionexpense of the Company, if such legal counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense shall be at the Indemnitee’s own expense; provided, however, thatof such proceeding; and # if # the Indemnitee’s employment of its own legal counsel by the Indemnitee has been previously authorized by the Company, # the Company’s counsel hasIndemnitee shall have reasonably determinedconcluded that there may beis a conflict of interest between the IndemniteeCompany and the CompanyIndemnitee in the defenseconduct of any such Claim, # after a Change in Control, the Indemnitee’s employment of its own counsel has been approved by the Independent Counseldefense, or # the Company shall not in fact have employedcontinue to retain such legal counsel to assume the defense ofdefend such Claim, then the Indemnitee shall be entitled to retain its own separate counsel (but not more than one law firm plus, if applicable, local counsel in respectfees and expenses of any such Claim) and all Expenses related to such separatethe Indemnitee’s legal counsel shall be borne byat the expense of the Company.

Defense of Claims.Proceedings. The Company shallwill be entitled to participate in the defense of any Claim relatingProceeding or 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 thereofthereof, with counsel reasonably satisfactory to the Indemnitee. After notice fromIndemnitee, provided that in the event that # the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, # the Indemnitee of its election to assume the defense ofnamed parties in any such Claim,Proceeding (including any impleaded parties) include both the Company shall not be liable to theand Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by the Indemnitee in connection with the Indemnitee’s defense of such Claim other than reasonable costs of investigation or as otherwise provided below. Theand Indemnitee shall have the right to employ its own legal counsel in such Claim, but all Expenses related to such counsel incurred after notice from the Company of its assumption of the defense shall be at the Indemnitee’s own expense; provided, however, that if # the Indemnitee’s employment of its own legal counsel has been authorized by the Company, # the Company’s counsel has reasonably determinedconclude that there may be a conflict of interest betweenone or more legal defenses available to him or her that are different from or in addition to those available to the Indemnitee andCompany, or # any such representation by the Company inwould be precluded under the defenseapplicable standards of such Claim, # after a Change in Control, the Indemnitee’s employment of its own counsel has been approved by the Independent Counsel or # the Company shall not in fact have employed counsel to assume the defense of such Claim,professional conduct then theprevailing, then Indemnitee shallwill be entitled to retain its own separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Proceeding) at the Company’s expense. The Company will not, without the prior written consent of the Indemnitee, effect any settlement of any Proceeding in which the Indemnitee is or could have been a party unless such Claim)settlement solely involves the payment of money and includes an unconditional release of the Indemnitee from all Expenses related toliability on any claims that are the subject matter of such separate counsel shall be borne by the Company.Proceeding.

DefenseSelection of Claims. TheCounsel. In the event the Company shall be obligated under this Deed to Indemnify Indemnitee with respect to the Expenses of any Claim, the Company, if appropriate, shall be entitled to participate inassume the defensedefence of anysuch Claim relatingwith counsel approved by Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to an Indemnifiable Event at its own expense and, except as otherwise provided below,Indemnitee of written notice of the Company’s election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the extentretention of such counsel by the Company, the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to the Indemnitee. After notice from the Company to the Indemnitee of its election to assume the defense of any such Claim, the Company shallwill not be liable to the Indemnitee under this Agreement or otherwiseDeed for any Expensesfees or expenses of separate counsel subsequently directly incurredemployed by or on behalf of Indemnitee with respect to the Indemnitee in connection with the Indemnitee’s defense of such Claim other than reasonable costs of investigation or as otherwise provided below. Thesame Claim; provided, however, that # Indemnitee shall have the right to employ its own legalIndemnitee’s separate counsel in any such Claim, but all Expenses related to such counsel incurred after notice from the Company of its assumption of the defense shall beClaim at the Indemnitee’Indemnitee’s own expense; provided, however, thatexpense and # if # the Indemnitee’s employment of its own legalseparate counsel by Indemnitee has been previously authorized by the Company, # the Company’s counsel hasIndemnitee shall have reasonably determinedconcluded that there may be a conflict of interest between the IndemniteeCompany and the CompanyIndemnitee in the defenseconduct of any such Claim, # after a Change in Control, the Indemnitee’s employment of its own counsel has been approved by the Independent Counseldefence or # the Company shall not in fact have employedcontinue to retain such counsel to assume the defense ofdefend such Claim, then the Indemnitee shall be entitled to retain its own separate counsel (but not more than one law firm plus, if applicable, local counsel in respectfees and expenses of any such Claim) and all Expenses related to suchIndemnitee’s separate counsel shall be borneExpenses for which Indemnitee may be Indemnified. The Company shall have the right to conduct such defence as it sees fit in its sole discretion, including the right to settle any claim, action or proceeding against Indemnitee without the consent of Indemnitee, provided that the terms of such settlement include either: # a full release of Indemnitee by the Company.claimant from all liabilities or potential liabilities under such claim or (ii), in the event such full release is not obtained, the terms of such settlement do not impose any penalty or limitation on Indemnitee without Indemnitee’s written consent, which may be given or withheld in Indemnitee’s sole discretion, and do not limit any rights to be Indemnified that Indemnitee may now, or hereafter, be entitled to under this Deed or Otherwise.

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