Mondelez 2012 Annual Report Download - page 278

With respect to claims covered by Section 17.1.6 , the following procedures shall apply:
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17.5.1
Notice
. Promptly after receipt by any entity entitled to indemnification under this Agreement of notice of the commencement or
threatened commencement of any civil, criminal, administrative, or investigative action or proceeding involving a claim in respect of
which the indemnitee will seek indemnification hereunder, the indemnitee shall notify the indemnitor of such claim. No delay or
failure to so notify an indemnitor shall relieve it of its obligations under this Agreement except to the extent that such indemnitor has
suffered actual prejudice by such delay or failure. Within 15 days following receipt of notice from the indemnitee relating to any
claim, but no later than five days before the date on which any response to a complaint or summons is due, the indemnitor shall notify
the indemnitee that the indemnitor elects to assume control of the defense and settlement of that claim (a
“
Notice of Election
”
).
17.5.2
Procedure Following Notice of Election
. If the indemnitor delivers a Notice of Election within the required notice period, the
indemnitor shall assume sole control over the defense and settlement of the claim; provided, however, that (i) the indemnitor shall
keep the indemnitee fully apprised at all times as to the status of the defense, and (ii) the indemnitor shall obtain the prior written
approval of the indemnitee before entering into any settlement of such claim asserting any liability against the indemnitee or imposing
any obligations or restrictions on the indemnitee or ceasing to defend against such claim. The indemnitor shall not be liable for any
legal fees or expenses incurred by the indemnitee following the delivery of a Notice of Election; provided, however, that (i) the
indemnitee shall be entitled to employ counsel at its own expense to participate in the handling of the claim, and (ii) the indemnitor
shall pay the fees and expenses associated with such counsel if there is a conflict of interest with respect to such claim which is not
otherwise resolved or if the indemnitor has requested the assistance of the indemnitee in the defense of the claim or the indemnitor has
failed to defend the claim diligently and the indemnitee is prejudiced or likely to be prejudiced by such failure. The indemnitor shall
not be obligated to indemnify the indemnitee for any amount paid or payable by such indemnitee in the settlement of any claim if
(A) the indemnitor has delivered a timely Notice of Election and such amount was agreed to without the written consent of the
indemnitor, (B) the indemnitee has not provided the indemnitor with notice of such claim and a reasonable opportunity to respond
thereto, or (C) the time period within which to deliver a Notice of Election has not yet expired.
17.5.3
Procedure Where No Notice of Election Is Delivered
. If the indemnitor does not deliver a Notice of Election relating to any claim
within the required notice period, the indemnitee shall have the right to defend the claim in such manner as it may deem appropriate.
The indemnitor shall promptly reimburse the indemnitee for all such reasonable costs and expenses incurred by the indemnitee,
including reasonable attorneys
’
fees.
17.6
Indemnification Procedures
–
Governmental Claims
.
17.6.1
Notice
. Promptly after receipt by the indemnitee of notice of the commencement or threatened commencement of any action or
proceeding involving a claim in respect of which the indemnitee will seek indemnification pursuant to Section 17.1.6 , the indemnitee
shall notify the indemnitor of such claim. No delay or failure to so notify the indemnitor shall relieve the indemnitor of its obligations
under this Agreement except to the extent that the indemnitor has suffered actual prejudice by such delay or failure.