Common use of Handling of Claims Clause in Contracts

Handling of Claims. If the Executive has any knowledge of any actual or threatened Claim as to which the Executive may request indemnity under this Agreement, the Executive will give the applicable Company prompt written notice thereof; provided, that the failure to give such notice shall not affect the Executive’s right to indemnification. Such Company shall be entitled to assume the defense of any such Claim and the Executive will use reasonable efforts to cooperate with such defense. To the extent that the Executive in good faith determines that there is an actual or potential conflict of interest between a Company and the Executive in connection with the defense of a Claim, the Executive shall so notify such Company and shall be entitled to separate representation at the Company’s expense by counsel selected by the Executive (provided that the Company may reasonably object to the selection of counsel within ten (10) business days after notification thereof) which counsel shall cooperate, and coordinate the defense, with the Company’s counsel and minimize the expense of such separate representation to the extent consistent with the Executive’s separate defense. No Company shall be liable for any settlement of any Claim effected without its prior written consent.