Common use of Notice by Indemnitee and Defense of Claim Clause in Contracts

Notice by Indemnitee and Defense of Claim. Indemnitee shall promptly notify the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any matter, whether civil, criminal, administrative or investigative, but the omission so to notify the Company will not relieve it from any liability that it may have to Indemnitee if such omission does not prejudice the Company’s rights. If such omission does prejudice the Company’s rights, the Company will be relieved from liability only to the extent of such prejudice. Notwithstanding the foregoing, such omission will not relieve the Company from any liability that it may have to Indemnitee otherwise than under this Agreement. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof:

Appears in 15 contracts

Samples: Indemnification Agreement, Indemnification Agreement (Sunpower Corp), Indemnification Agreement (Sunpower Corp)

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Notice by Indemnitee and Defense of Claim. Indemnitee shall promptly notify the Company Corporation in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any matter, whether civil, criminal, administrative or investigative, but the omission so to notify the Company Corporation will not relieve it from any liability that it may have to Indemnitee if such omission does not prejudice the CompanyCorporation’s rights. If such omission does prejudice the CompanyCorporation’s rights, the Company Corporation will be relieved from liability only to the extent of such prejudice. Notwithstanding the foregoing, ; nor will such omission will not relieve the Company Corporation from any liability that it may have to Indemnitee otherwise than under this Agreement. With respect to any Proceeding as to which Indemnitee notifies the Company Corporation of the commencement thereof:

Appears in 7 contracts

Samples: Indemnification Agreement (Concentrix Corp), Indemnification Agreement (LendingClub Corp), Indemnification Agreement (St Francis Medical Technologies Inc)

Notice by Indemnitee and Defense of Claim. Indemnitee shall promptly notify the Company Corporation in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any matter, whether civil, criminal, administrative or investigative, but the omission so to notify the Company Corporation will not relieve it from any liability that which it may have to Indemnitee if such omission does not prejudice the CompanyCorporation’s rights. If such omission does prejudice the CompanyCorporation’s rights, the Company Corporation will be relieved from liability only to the extent of such prejudice. Notwithstanding the foregoing, ; nor will such omission will not relieve the Company Corporation from any liability that which it may have to Indemnitee otherwise than under this Agreement. With respect to any Proceeding as to which Indemnitee notifies the Company Corporation of the commencement thereof:

Appears in 7 contracts

Samples: Indemnity Agreement (Wd 40 Co), Indemnity Agreement (Wd 40 Co), Form of Indemnification Agreement (Symmetricom Inc)

Notice by Indemnitee and Defense of Claim. Indemnitee shall promptly notify the Company Corporation in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any matter, whether civil, criminal, administrative or investigative, but the omission so to notify the Company Corporation will not relieve it from any liability that it may have to Indemnitee if such omission does not prejudice the CompanyCorporation’s rights. If such omission does prejudice the CompanyCorporation’s rights, the Company Corporation will be relieved from liability only to the extent of such prejudice. Notwithstanding the foregoing, such omission will not relieve the Company Corporation from any liability that it may have to Indemnitee otherwise than under this Agreement. With respect to any Proceeding as to which Indemnitee notifies the Company Corporation of the commencement thereof:

Appears in 7 contracts

Samples: Indemnification Agreement (Fair Isaac Corp), Indemnification Agreement (Renewable Energy Group, Inc.), Indemnification Agreement (Genomic Health Inc)

Notice by Indemnitee and Defense of Claim. Indemnitee shall promptly notify the Company Companies in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any matter, whether civil, criminal, administrative or investigative, but the omission so to notify the Company Companies will not relieve it from any liability that it may have to Indemnitee if such omission does not prejudice the Company’s Companies’ rights. If such omission does prejudice the Company’s Companies’ rights, the Company Companies will be relieved from liability only to the extent of such prejudice. Notwithstanding the foregoing, ; nor will such omission will not relieve the Company Companies from any liability that it they may have to Indemnitee otherwise than under this Agreement. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof:.

Appears in 6 contracts

Samples: Form of Indemnity Agreement (Odyssey Semiconductor Technologies, Inc.), Indemnity Agreement (Amesite Inc.), Form of Indemnity Agreement (Exicure, Inc.)

Notice by Indemnitee and Defense of Claim. Indemnitee shall promptly notify the Company Companies in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any matter, whether civil, criminal, administrative or investigativeinvestigative for which such Indemnitee is entitled to indemnification or an advancement of expenses hereunder, but the omission so to notify the Company Companies will not relieve it from any liability that it may have to Indemnitee if such omission does not prejudice the Company’s Companies’ rights. If such omission does prejudice the Company’s Companies’ rights, the Company Companies will be relieved from liability only to the extent of such prejudice. Notwithstanding the foregoing, No such omission will not shall relieve the Company from Companies of any liability that it they may otherwise have to Indemnitee otherwise than outside of this Agreement under this Agreement. With respect to applicable law, the Companies’ constitutive documents or any Proceeding as to which Indemnitee notifies the Company of the commencement thereof:agreements.

Appears in 5 contracts

Samples: Indemnity Agreement (Serve Robotics Inc. /DE/), Indemnity Agreement (Laffin Acquisition Corp.), Indemnity Agreement (Aeluma, Inc.)

Notice by Indemnitee and Defense of Claim. Indemnitee shall promptly notify the Company Corporation in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any matter, whether civil, criminal, administrative or investigative, but the omission so to notify the Company Corporation will not relieve it from any liability that it may have to Indemnitee if such omission does not prejudice the Company’s Corporation's rights. If such omission does prejudice the Company’s Corporation's rights, the Company Corporation will be relieved from liability only to the extent of such prejudice. Notwithstanding the foregoing, such omission will not relieve the Company Corporation from any liability that it may have to Indemnitee otherwise than under this Agreement. With respect to any Proceeding as to which Indemnitee notifies the Company Corporation of the commencement thereof:

Appears in 4 contracts

Samples: Indemnification Agreement (Techwell Inc), Indemnification Agreement (Advanced Fibre Communications Inc), Indemnification Agreement (Fair Isaac & Company Inc)

Notice by Indemnitee and Defense of Claim. Indemnitee shall promptly notify the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any matter, whether civil, criminal, administrative or investigative, but the omission so to notify the Company will not relieve it the Company from any liability that which it may have to Indemnitee if such omission does not prejudice the Company’s rights. If such omission does prejudice the Company’s rights, the Company will be relieved from liability only to the extent of such prejudice. Notwithstanding the foregoing, nor will such omission will not relieve the Company from any liability that which it may have to Indemnitee otherwise than under this Agreement. With respect to any Proceeding proceeding as to which Indemnitee notifies the Company of the commencement thereof:;

Appears in 3 contracts

Samples: Indemnification Agreement (Bacterin International Holdings, Inc.), Indemnification Agreement (SeaOspa Inc), Indemnification Agreement (GC China Turbine Corp.)

Notice by Indemnitee and Defense of Claim. Indemnitee shall promptly notify the Company Corporation in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any matter, whether civil, criminal, administrative or investigativeinvestigative matter, but the omission to so to notify the Company will Corporation shall not relieve it from the Corporation of any liability that it may have to Indemnitee if such omission does not materially prejudice the Company’s rightsrights of the Corporation. If such omission does materially prejudice the Company’s rightsrights of the Corporation, the Company will Corporation shall be relieved from liability under this Agreement only to the extent of such prejudice. Notwithstanding the foregoing, and no such omission will not relieve the Company Corporation from any liability that it may have to Indemnitee otherwise than under this Agreement. With respect to any Proceeding as to which Indemnitee notifies the Company Corporation of the commencement thereof:

Appears in 3 contracts

Samples: Indemnity Agreement (Hni Corp), Indemnity Agreement (Hon Industries Inc), Indemnity Agreement (Hon Industries Inc)

Notice by Indemnitee and Defense of Claim. Indemnitee shall promptly notify the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any matter, whether civil, criminal, administrative or investigativeProceeding, but the omission so to notify the Company will not relieve it from any liability that it may have to Indemnitee if such omission does not prejudice the Company’s rights. If such omission does prejudice the Company’s rights, the Company will be relieved from liability only to the extent of such prejudice. Notwithstanding the foregoing, such omission will not relieve the Company from any liability that it may have to Indemnitee otherwise than under this Agreement. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof:

Appears in 2 contracts

Samples: Indemnification Agreement (Biolase, Inc), Indemnification Agreement (Biolase, Inc)

Notice by Indemnitee and Defense of Claim. Indemnitee shall promptly notify the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any matter, whether civil, criminal, administrative or investigative, but the omission so to notify the Company will not relieve it from any liability that which it may have to Indemnitee if such omission does not prejudice the Company’s rights. If such omission does prejudice the Company’s rights, the Company will be relieved from liability only to the extent of such prejudice. Notwithstanding the foregoing, and such omission will shall not relieve the Company from any liability that which it may have to Indemnitee otherwise than under this Agreement. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof:.

Appears in 2 contracts

Samples: Indemnification Agreement (Flux Power Holdings, Inc.), Indemnification Agreement (Flux Power Holdings, Inc.)

Notice by Indemnitee and Defense of Claim. Indemnitee shall promptly notify the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any matter, whether civil, criminal, administrative or investigative, but the omission so to notify the Company will shall not relieve it them from any liability that it which they may have to Indemnitee if such omission does not prejudice the Company’s rights. If such omission does prejudice the Company’s rights, the Company will be relieved from liability only to the extent of such prejudice. Notwithstanding the foregoing, or will such omission will not relieve the Company from any liability that which it may have to Indemnitee otherwise than under this Agreement. With respect to any Proceeding proceeding as to which Indemnitee notifies the Company of the commencement thereof:

Appears in 2 contracts

Samples: Indemnification Agreement (Nutracea), Employment Agreement (Nutracea)

Notice by Indemnitee and Defense of Claim. Indemnitee shall promptly notify the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any matter, whether civil, criminal, administrative or investigative, but the omission so to notify the Company will not relieve it from any liability that it may have to Indemnitee if such omission does not prejudice the Company’s 's rights. If such omission does prejudice the Company’s 's rights, the Company will be relieved from liability only to the extent of such prejudice. Notwithstanding the foregoing, such omission will not relieve the Company from any liability that it may have to Indemnitee otherwise than under this Agreement. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof:

Appears in 2 contracts

Samples: Indemnification Agreement (Sunpower Corp), Indemnification Agreement (Spy Optic Inc)

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Notice by Indemnitee and Defense of Claim. Indemnitee shall promptly notify the Company Companies in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any matter, whether civil, criminal, administrative or investigative, but the omission so to notify the Company Companies will not relieve it from any liability that it may have to Indemnitee if such omission does not prejudice the Company’s Companies’ rights. If such omission does prejudice the Company’s Companies’ rights, the Company Companies will be relieved from liability only to the extent of such prejudice. Notwithstanding the foregoing, ; nor will such omission will not relieve the Company Companies from any liability that it may have to Indemnitee otherwise than under this Agreement. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof:agreement.

Appears in 1 contract

Samples: Indemnity Agreement (Denali Sciences, Inc.)

Notice by Indemnitee and Defense of Claim. Indemnitee shall promptly notify the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any matter, whether civil, criminal, administrative or investigative, but the omission so to notify the Company will not relieve it them from any liability that it which they may have to Indemnitee if such omission does not prejudice the Company’s rights. If such omission does prejudice the Company’s rights, the Company will be relieved from liability only to the extent of such prejudice. Notwithstanding the foregoing, nor will such omission will not relieve the Company from any liability that which it may have to Indemnitee otherwise than under this Agreement. With respect to any Proceeding proceeding as to which Indemnitee notifies the Company of the commencement thereof:;

Appears in 1 contract

Samples: Indemnification Agreement (Cesca Therapeutics Inc.)

Notice by Indemnitee and Defense of Claim. Indemnitee shall promptly notify the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any matter, whether civil, criminal, administrative or investigative, but the omission so to notify the Company will not relieve it from any liability that which it may have to Indemnitee if such omission does not prejudice the Company’s rights. If such omission does prejudice the Company’s rights, the Company will be relieved from liability only to the extent of such prejudice. Notwithstanding the foregoing, ; nor will such omission will not relieve the Company from any liability that which it may have to Indemnitee otherwise than under this Letter Agreement. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof:

Appears in 1 contract

Samples: Employment Agreement (LCC International Inc)

Notice by Indemnitee and Defense of Claim. Indemnitee shall promptly notify the Company Corporation in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any matter, whether civil, criminal, administrative or investigative, but the omission so to notify the Company Corporation will not relieve it from any liability that it may have to Indemnitee if such omission does not prejudice the CompanyCorporation’s rights. If such omission does prejudice the CompanyCorporation’s rights, the Company Corporation will be relieved from liability only to the extent of such prejudice. Notwithstanding the foregoing, such omission omissions will not relieve the Company Corporation from any liability that it may have to Indemnitee otherwise than under this Agreement. With respect to any Proceeding as to which Indemnitee notifies the Company Corporation of the commencement thereof:

Appears in 1 contract

Samples: Indemnification Agreement (Riverstone Networks Inc)

Notice by Indemnitee and Defense of Claim. Indemnitee shall promptly notify the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any matter, whether civil, criminal, administrative or investigative, but the omission so to notify the Company will not relieve it from any liability that it may have to Indemnitee if such omission does not prejudice the Company’s rights. If such omission does prejudice the Company’s rights, the Company will be relieved from liability only to the extent of such prejudice. Notwithstanding the foregoing, such omission MEDICINOVA, INC. INDEMNIFICATION AGREEMENT will not relieve the Company from any liability that it may have to Indemnitee otherwise than under this Agreement. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof:

Appears in 1 contract

Samples: Indemnification Agreement (Medicinova Inc)

Notice by Indemnitee and Defense of Claim. Indemnitee shall promptly notify the Company Corporation in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any matter, whether civil, criminal, administrative or investigative, but the omission so to notify the Company Corporation will not relieve it from any liability that which it may have to Indemnitee if such omission does not prejudice the Company’s Corporation's rights. If such omission does prejudice the Company’s Corporation's rights, the Company Corporation will be relieved from liability only to the extent of such prejudice. Notwithstanding the foregoing, ; nor will such omission will not relieve the Company Corporation from any liability that which it may have to Indemnitee otherwise than under this Agreement. With respect to any 6 Proceeding as to which Indemnitee notifies the Company Corporation of the commencement thereof:

Appears in 1 contract

Samples: Indemnity Agreement (Biosite Diagnostics Inc)

Notice by Indemnitee and Defense of Claim. Indemnitee shall promptly notify the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any matter, whether civil, criminal, administrative or investigative, but the omission so to notify the Company will not relieve it from any liability that it may have to Indemnitee if such omission does not prejudice the Company’s rights. If such omission does prejudice the Company’s rights, the Company will be relieved from liability only to the extent of such prejudice. Notwithstanding the foregoing, such omission will not relieve the Company from any liability that it may have to Indemnitee Exhibit 10.24 otherwise than under this Agreement. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof:

Appears in 1 contract

Samples: Indemnification Agreement (Sunpower Corp)

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