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 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 which may result in the right to indemnification or the advancement of Expenses, but the omission so to notify the Corporation will not relieve it from any liability that it may have to Indemnitee if such omission does not prejudice the Corporation’s rights. If such omission does prejudice the Corporation’s rights, the Corporation will be relieved from liability only to the extent of such prejudice. Notwithstanding the foregoing, such omission will not relieve the 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 Corporation of the commencement thereof:

Notice by Indemnitee and Defense of Claim. Indemnitee shall promptly notify the 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 which that may result in the right to indemnification or the advancement of Expenses, but the omission so to notify the Corporation will not relieve it from any liability that it may have to Indemnitee if such omission does not prejudice the Corporation’s rights. If such omission does prejudice the Corporation’s rights, the Corporation will be relieved from liability only to the extent of such prejudice. Notwithstanding the foregoing, such omission will not relieve the 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 Corporation of the commencement thereof:

Notice by Indemnitee and Defense of Claim. Indemnitee shall promptly notify the Corporation 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 which that may result in the right to indemnification or the advancement of Expenses, but the omission so to notify the Corporation Company will not relieve it from any liability that it may have to Indemnitee if such omission does not prejudice the CorporationCompany’s rights. If such omission does prejudice the CorporationCompany’s rights, the Corporation Company will be relieved from liability only to the extent of such prejudice. Notwithstanding the foregoing, such omission will not relieve the Corporation 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 Corporation Company of the commencement thereof:

Notice by Indemnitee and Defense of Claim. Indemnitee shall promptly notify the 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 which may result in the right to indemnification or the advancement of Expensesinvestigative, but the omission so to notify the Corporation will not relieve it from any liability that it may have to Indemnitee if such omission does not prejudice the Corporation’s 's rights. If such omission does prejudice the Corporation’s 's rights, the Corporation will be relieved from liability only to the extent of such prejudice. Notwithstanding the foregoing, ; nor will such omission will not relieve the 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 Corporation of the commencement thereof:

Notice by Indemnitee and Defense of Claim. Indemnitee shall promptly notify the 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 which may result in the right to indemnification or the advancement of Expensesinvestigative, but the omission so to notify the Corporation will not relieve it from any liability that which it may have to Indemnitee if such omission does not prejudice the Corporation’s 's rights. If such omission does prejudice the Corporation’s 's rights, the Corporation will be relieved from liability only to the extent of such prejudice. Notwithstanding the foregoing, ; nor will such omission will not relieve the 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 Corporation of the commencement thereof:

Notice by Indemnitee and Defense of Claim. Indemnitee shall promptly ----------------------------------------- notify the 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 which may result in the right to indemnification or the advancement of Expensesinvestigative, but the omission so to notify the Corporation will not relieve it from any liability that it may have to Indemnitee if such omission does not prejudice the Corporation’s 's rights. If such omission does prejudice the Corporation’s 's rights, the Corporation will be relieved from liability only to the extent of such prejudice. Notwithstanding the foregoing, ; nor will such omission will not relieve the 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 Corporation of the commencement thereof:

Notice by Indemnitee and Defense of Claim. Indemnitee shall promptly notify the Corporation 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 which may result in the right to indemnification or the advancement of Expensesinvestigative, but the omission to so to notify the Corporation Company will not relieve it the Company or the Partnership from any liability that it may have to Indemnitee if such omission does not prejudice the Corporation’s rightsrespective rights of the Company and the Partnership. If such omission does prejudice the CorporationCompany’s or the Partnership’s rights, the Corporation Company or the Partnership, as the case may be, will be relieved from liability only to the extent of such prejudice. Notwithstanding the foregoing, such omission will not relieve the Corporation Company or the Partnership 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 Corporation Company of the commencement thereof:

Notice by Indemnitee and Defense of Claim. Indemnitee shall promptly notify the 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 which that may result in the right to indemnification or the advancement of Expenses, but the omission so to notify the Corporation will not relieve it from any liability that it may have to Indemnitee if such omission does not prejudice the Corporation’s rights. If such omission does prejudice the Corporation’s rights, the Corporation will be relieved from liability of its advancement or indemnification obligations under this Agreement only to the extent of the Corporation can establish that such prejudiceomission to notify resulted in actual and material prejudice to it that cannot be reversed or otherwise eliminated without any material negative effect on the Corporation. Notwithstanding the foregoing, such omission will not relieve the 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 Corporation of the commencement thereof:

Notice by Indemnitee and Defense of Claim. Indemnitee shall promptly notify the Corporation in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any matterProceeding, whether civil, criminal, administrative or investigative which may result if an claim for indemnification in respect thereof is to be made against the right to indemnification or the advancement of ExpensesCorporation under this Agreement, but the omission so to notify the Corporation will not relieve it from any liability that which it may have to Indemnitee if such omission does not prejudice the Corporation’s rights. If such omission does prejudice the Corporation’s rights, the Corporation will be relieved from liability only to the extent of such prejudice. Notwithstanding the foregoing, ; nor will such omission will not relieve the 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 Corporation of the commencement thereof:

Notice by Indemnitee and Defense of Claim. Indemnitee shall promptly ----------------------------------------- notify the 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 which may result in the right to indemnification or the advancement of Expensesinvestigative, but the omission so to notify the Corporation will not relieve it from any liability that which it may have to Indemnitee if such omission does not prejudice the Corporation’s 's rights. If such omission does prejudice the Corporation’s 's rights, the Corporation will be relieved from liability only to the extent of such prejudice. Notwithstanding the foregoing, ; nor will such omission will not relieve the 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 Corporation of the commencement thereof:

Notice by Indemnitee and Defense of Claim. Indemnitee shall promptly notify the 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 which may result in the right to indemnification or the advancement of Expensesinvestigative, but the omission so to notify the Corporation will shall not relieve it from any liability that which it may have to Indemnitee if such omission does not materially prejudice the rights of the Corporation’s rights. If such omission does materially prejudice the rights of the Corporation’s rights, the Corporation will shall be relieved from liability under this Agreement only to the extent of such prejudice. Notwithstanding the foregoing, ; nor will such omission will not relieve the 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 Corporation of the commencement thereof:

Notice by Indemnitee and Defense of Claim. Indemnitee shall promptly notify the 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 which may result in the right to indemnification or the advancement of Expensesinvestigative, but the omission to so to notify the Corporation will not relieve it from any liability that for Expenses or Liabilities which it may have to Indemnitee if under the terms of this Agreement except to the extent such omission does not prejudice prejudices the Corporation’s rights. If such omission does prejudice the Corporation’s 's rights, in which case the Corporation will be relieved from liability for Expenses or Liabilities only to the extent of such prejudice. Notwithstanding the foregoing; provided, however, no such omission will not relieve the 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 Corporation of the commencement thereof:

Notice by Indemnitee and Defense of Claim. Indemnitee shall promptly notify the Corporation 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 which may result in investigative. Indemnitee shall also notify the right Company promptly of any actual or potential Proceeding that is, will or is reasonably likely to indemnification or the advancement of Expenses, but the omission so become an Indemnifiable Proceeding. Indemnitee's failure to notify the Corporation Company will not relieve it the Company from any liability that it may have to Indemnitee if such omission does not prejudice the Corporation’s Company's rights. If such omission does prejudice the Corporation’s Company's rights, the Corporation Company will be relieved from liability only to the extent of such prejudice. Notwithstanding the foregoing, ; and such omission will not relieve the Corporation 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 Corporation Company of the commencement thereof:

Notice by Indemnitee and Defense of Claim. Indemnitee shall promptly notify the 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 administrative, or investigative which may result in the right to indemnification or the advancement of Expensesinvestigative, but the omission so to notify the Corporation will not relieve it from any liability that which it may have to Indemnitee if such omission does not prejudice the Corporation’s 's rights. If such omission does prejudice the Corporation’s 's rights, the Corporation will be relieved from any liability only to the extent of such prejudice. Notwithstanding the foregoing, ; nor will such omission will not relieve the Corporation from any liability that which it may have to Indemnitee otherwise than under this Agreement. With respect to any Proceeding Indemnifiable Event as to which Indemnitee notifies the Corporation of the commencement thereof:

Notice by Indemnitee and Defense of Claim. Indemnitee shall promptly notify the 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 which may result in the right to indemnification or the advancement of Expensesinvestigative, but the omission so to notify the Corporation will not relieve it from any liability that it may have to Indemnitee if such omission does not prejudice the Corporation’s rights. If such omission does prejudice the Corporation’s rights, the Corporation will be relieved from liability only to the extent of such prejudice. Notwithstanding the SIRF TECHNOLOGY HOLDINGS, INC. INDEMNIFICATION AGREEMENT foregoing, such omission will not relieve the 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 Corporation of the commencement thereof:

Notice by Indemnitee and Defense of Claim. Indemnitee shall promptly notify the 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 which may result in the right to indemnification or the advancement of Expensesinvestigative, but the omission so to notify the Corporation will not relieve it from any liability that which it may have to Indemnitee if such omission does not prejudice the Corporation’s 's rights. If such omission does prejudice the Corporation’s 's rights, the Corporation will be relieved from liability only to the extent of such prejudice. Notwithstanding the foregoing, ; nor will such omission will not relieve the Corporation from any liability that which it may have to Indemnitee otherwise than under this Agreement. With respect to For any Proceeding as to which Indemnitee notifies the Corporation of the commencement thereof:

Notice by Indemnitee and Defense of Claim. Indemnitee shall promptly notify the 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 which may result in the right to indemnification or the advancement of Expensesinvestigative, but the omission so to notify the Corporation will not relieve it from any liability that it may have to Indemnitee Indemnitee, if such omission does not prejudice the Corporation’s 's rights. If such omission does prejudice the Corporation’s 's rights, the Corporation will be relieved from liability only to the extent of such prejudice. Notwithstanding the foregoing, such omission will not relieve the 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 Corporation of the commencement thereof:

Notice by Indemnitee and Defense of Claim. Indemnitee shall promptly notify the 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 which may result in the right to indemnification or the advancement of Expensesinvestigative, but the omission so to notify the Corporation will not relieve it from any liability that it may have to Indemnitee if such omission does not prejudice the Corporation’s rights. If such omission does prejudice the Corporation’s rights, the Corporation will be relieved from liability only to the extent of such prejudice. Notwithstanding the ATHEROS COMMUNICATIONS, INC. INDEMNIFICATION AGREEMENT foregoing, such omission will not relieve the 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 Corporation of the commencement thereof:

Notice by Indemnitee and Defense of Claim. Indemnitee shall promptly notify the Corporation 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 which that may result in the right to indemnification or the advancement of Expenses, but the omission so to notify the Corporation Company will not relieve it from any liability that it may have to Indemnitee if such omission does not prejudice the CorporationCompany’s rights. If such omission does prejudice the CorporationCompany’s rights, the Corporation Company will be relieved from liability only to the extent of such prejudice. Notwithstanding the foregoing, such omission will not relieve the Corporation Company from any liability that it may have to Indemnitee otherwise other than under this Agreement. With respect to any Proceeding as to which Indemnitee notifies the Corporation Company of the commencement thereof:

Notice by Indemnitee and Defense of Claim. Indemnitee shall promptly notify the 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 administrative, or investigative which may result in the right to indemnification or the advancement of Expensesinvestigative, but the omission so to notify the Corporation will not relieve it from any liability that which it may have to Indemnitee if such omission does not prejudice the Corporation’s rights. If such omission does prejudice the Corporation’s rights, the Corporation will be relieved from any liability only to the extent of such prejudice. Notwithstanding the foregoing, ; nor will such omission will not relieve the Corporation from any liability that which it may have to Indemnitee otherwise than under this Agreement. With respect to any Proceeding Indemnifiable Event as to which Indemnitee notifies the Corporation of the commencement thereof:

Notice by Indemnitee and Defense of Claim. Indemnitee shall promptly notify the 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 which may result in the right to indemnification or the advancement of Expensesinvestigative, but the omission so to notify the Corporation will not relieve it the Corporation from any liability that which it may have to Indemnitee under this Agreement if such omission does not prejudice the Corporation’s rights; nor will such omission relieve the Corporation from any liability which it may have to Indemnitee otherwise than under this Agreement. If such omission does prejudice the Corporation’s rights, the Corporation will be relieved from liability under this Agreement only to the extent of such prejudice. Notwithstanding the foregoing, such omission will not relieve the 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 Corporation of the commencement thereof: