Notice and Other Indemnification Procedures. (a) Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof.
Appears in 138 contracts
Samples: Indemnity Agreement (Blum Holdings, Inc.), Indemnity Agreement (Blum Holdings, Inc.), Indemnity Agreement (Blum Holdings, Inc.)
Notice and Other Indemnification Procedures. (a) 7.1 Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof.
Appears in 87 contracts
Samples: Indemnification Agreement (Bannix Acquisition Corp.), Indemnity Agreement (Selectis Health, Inc.), Indemnification Agreement (Ipsidy Inc.)
Notice and Other Indemnification Procedures. (a) Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceedingProceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof.
Appears in 16 contracts
Samples: Indemnity Agreement (Vanguard Natural Resources, Inc.), Indemnity Agreement (Chaparral Energy, Inc.), Indemnity Agreement (Chaparral Energy, Inc.)
Notice and Other Indemnification Procedures. (a) Promptly after receipt by the Indemnitee of notice of the commencement of commencement, or the threat of commencement commencement, of any proceedingProceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof. The failure to so notify the Company shall not affect the Company's obligation to indemnify the Indemnitee otherwise than under this Agreement.
Appears in 9 contracts
Samples: Indemnity Agreement (Treehouse Partners CORP), Indemnity Agreement (Idf International Inc), Indemnity Agreement (Idf International Inc)
Notice and Other Indemnification Procedures. (a) 7.1. Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof.
Appears in 7 contracts
Samples: Employment Agreement (Nac Global Technologies, Inc.), Indemnity Agreement (xG TECHNOLOGY, INC.), Indemnity Agreement (NXT-Id, Inc.)
Notice and Other Indemnification Procedures. (a) Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof.thereof unless the Company already knows or constructively knows of the existence of such..
Appears in 6 contracts
Samples: Indemnity Agreement (Vampt America, Inc.), Indemnity Agreement (Vampt America, Inc.), Indemnity Agreement (Coronado Corp.)
Notice and Other Indemnification Procedures. (a) Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceedingProceeding, the Indemnitee shall, if the Indemnitee reasonably believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof.
Appears in 5 contracts
Samples: Indemnification Agreement (Mayors Jewelers Inc/De), Indemnification Agreement (Exe Technologies Inc), Indemnification Agreement (Mayors Jewelers Inc/De)
Notice and Other Indemnification Procedures. (a) Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof, provided that the failure to provide such notification shall not diminish Indemnitee's indemnification hereunder, except to the extent that the Company can demonstrate that it was actually prejudiced as a result thereof.
Appears in 5 contracts
Samples: Indemnification Agreement (Orchids Paper Products CO /DE), Indemnification Agreement (Orchids Paper Products CO /DE), Indemnification Agreement (Build a Bear Workshop Inc)
Notice and Other Indemnification Procedures. (a) Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceedingproceedings, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof.
Appears in 3 contracts
Samples: Indemnification Agreement (Forestar Group Inc.), Indemnification Agreement (Forestar Group Inc.), Indemnity Agreement (Maxtor Corp)
Notice and Other Indemnification Procedures. (a) Promptly after receipt by the Indemnitee of notice of the commencement of of, or the threat of commencement of of, any proceedingProceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof.
Appears in 3 contracts
Samples: Indemnity Agreement (Procyte Corp /Wa/), Indemnity Agreement (Procyte Corp /Wa/), Separation Agreement and Release (Thoratec Corp)
Notice and Other Indemnification Procedures. (a) Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceedingproceeding or his or her potential involvement as a participant (be it as a party or otherwise), the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company in writing of the commencement or threat of commencement thereof.
Appears in 3 contracts
Samples: Indemnity Agreement (ACA Capital Holdings Inc), Indemnity Agreement (ACA Capital Holdings Inc), Indemnity Agreement (ACA Capital Holdings Inc)
Notice and Other Indemnification Procedures. (a) Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof, provided that the failure to provide such notification shall not diminish Indemnitee’s indemnification hereunder, except to the extent that the Company can demonstrate that it was actually prejudiced as a result thereof.
Appears in 3 contracts
Samples: Indemnification Agreement (Universal Technical Institute Inc), Form of Indemnification Agreement (BioScrip, Inc.), Form of Indemnification Agreement (Gulfstream International Group Inc)
Notice and Other Indemnification Procedures. (a) Promptly after receipt by the Indemnitee of notice of the commencement commencement, of or the threat of commencement of of, any proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement commencement, or threat of commencement commencement, thereof, provided that any failure to so notify shall not relieve the Company from any liability it may have to Indemnitee hereunder except to the extent the Company is materially prejudiced thereby.
Appears in 3 contracts
Samples: Indemnity Agreement (Bristow Group Inc), Indemnity Agreement (Bristow Group Inc), Exhibit 14 (Offshore Logistics Inc)
Notice and Other Indemnification Procedures. (a) 6.1 Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof.
Appears in 3 contracts
Samples: Indemnity Agreement (Computer Programs & Systems Inc), Indemnity Agreement (Allied Healthcare International Inc), Indemnity Agreement (Vitalstate Inc)
Notice and Other Indemnification Procedures. (a) a. Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereofof any proceeding.
Appears in 3 contracts
Samples: Indemnity Agreement (Interdigital Communications Corp), Indemnity Agreement (Interdigital Communications Corp), Indemnity Agreement (Interdigital Communications Corp)
Notice and Other Indemnification Procedures. (a) Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof, provided the failure to provide such notification shall not diminish the Indemnitee's indemnification hereunder.
Appears in 3 contracts
Samples: Form of Indemnification Agreement (Intellesale Com Inc), Indemnity Agreement (Travelzoo Inc), Form of Indemnity Agreement (Consolidation Capital Corp)
Notice and Other Indemnification Procedures. (a) 7.1 Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee Indemnittee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof.
Appears in 2 contracts
Samples: Indemnity Agreement (North Bay Bancorp/Ca), Indemnity Agreement (North Bay Bancorp/Ca)
Notice and Other Indemnification Procedures. (a) Promptly after receipt by the an Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof; provided that the Indemnitee's failure to so promptly notify the Company shall not relieve the Company of its obligations (whether hereunder or otherwise) to indemnify the Indemnitee.
Appears in 2 contracts
Samples: Indemnity Agreement (Durakon Industries Inc), Indemnity Agreement (Durakon Industries Inc)
Notice and Other Indemnification Procedures. (a) 6.1. Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof.
Appears in 2 contracts
Samples: Indemnity Agreement (Aftersoft Group), Indemnity Agreement (Aftersoft Group)
Notice and Other Indemnification Procedures. (a) Promptly a)Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof, provided that the failure to provide such notification shall not diminish Indemnitee’s indemnification hereunder, except to the extent that the Company can demonstrate that it was actually prejudiced as a result thereof.
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Notice and Other Indemnification Procedures. (a) Promptly after receipt by the Indemnitee of notice of the commencement of commencement, or the threat of commencement commencement, of any proceedingProceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof. The failure to notify the Company shall not affect the Company's obligations to indemnify otherwise than under this Agreement.
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Notice and Other Indemnification Procedures. (a) Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceedingProceeding, Indemnitee shall notify the Indemnitee shall, Corporation of the commencement or threat of commencement thereof if the Indemnitee believes that indemnification with respect thereto may be sought from the Company Corporation under this Agreement, notify the Company of the commencement or threat of commencement thereof.
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Notice and Other Indemnification Procedures. (a) 7.1 Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall, if the Indemnitee believes believe that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof.
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Notice and Other Indemnification Procedures. (a) Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall, if the Indemnitee believes believe that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof.
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Notice and Other Indemnification Procedures. (a) Promptly a)Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof, provided that the failure to provide such notification shall not diminish Indemnitee’s indemnification hereunder, except to the extent that the Company can demonstrate that it was actually prejudiced as a result thereof.
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Notice and Other Indemnification Procedures. (a) Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee such person shall, if the Indemnitee such person believes that indemnification or advancement with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof, but the omission so to notify the Company shall not relieve it from any liability that it may have to the Indemnitee.
Appears in 1 contract
Notice and Other Indemnification Procedures. (a) A. Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof.
Appears in 1 contract
Notice and Other Indemnification Procedures. (a) Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof; provided, however, that failure of Indemnitee to provide such notice will not relieve the Company of its liability hereunder if the Company receives notice of such proceeding from any other source.
Appears in 1 contract
Samples: Indemnification Agreement (Kani Inc)
Notice and Other Indemnification Procedures. (a) a. Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof.
Appears in 1 contract
Notice and Other Indemnification Procedures. (a) Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof, provided the failure to provide such notification shall not diminish Indemnitee’s indemnification hereunder, except to the extent that the Company can demonstrate that it was actually prejudiced as a result thereof.
Appears in 1 contract
Samples: Indemnification Agreement (Furniture Brands International Inc)
Notice and Other Indemnification Procedures. (a) 7.1 Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceedingProceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof.
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Notice and Other Indemnification Procedures. (a) 8.1 Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceedingProceeding, the Indemnitee shall, if the Indemnitee believes that indemnification or expense advancement with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof.
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Notice and Other Indemnification Procedures. (a) Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreementpursuant to Article 8 of the Company's Articles of Incorporation, notify the Company of the commencement or threat of commencement thereof.
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Notice and Other Indemnification Procedures. (ai) Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof.
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