Common use of Notice of Proceeding Clause in Contracts

Notice of Proceeding. Indemnitee agrees to notify the IMS Companies promptly upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification or advancement of Expenses hereunder. Any failure by Indemnitee to notify any IMS Company will not relieve the IMS Companies of its advancement or indemnification obligations under this Agreement unless, and only to the extent that, the IMS Companies can establish that such omission to notify resulted in actual and material prejudice to it which prejudice cannot be reversed or otherwise eliminated without any material negative effect on the IMS Companies, and the omission to notify such IMS Companies will, in any event, not relieve any IMS Company from any liability which it may have to indemnify Indemnitee otherwise than under this Agreement. If, at the time of receipt of any such notice, the IMS Companies have director and officer liability insurance policies in effect, the IMS Companies will promptly notify the relevant insurers in accordance with the procedures and requirements of such policies.

Notice of Proceeding. Indemnitee agrees to notify the IMS ATD Companies promptly upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification or advancement of Expenses hereunder. Any failure by Indemnitee to notify any IMS ATD Company will not relieve the IMS ATD Companies of its advancement or indemnification obligations under this Agreement unless, and only to the extent that, the IMS ATD Companies can establish that such omission to notify resulted in actual and material prejudice to it which prejudice cannot be reversed or otherwise eliminated without any material negative effect on the IMS ATD Companies, and the omission to notify such IMS ATD Companies will, in any event, not relieve any IMS ATD Company from any liability which it may have to indemnify Indemnitee otherwise than under this Agreement. If, at the time of receipt of any such notice, the IMS ATD Companies have director and officer liability insurance policies in effect, the IMS ATD Companies will promptly notify the relevant insurers in accordance with the procedures and requirements of such policies.

Notice of Proceeding. Indemnitee agrees to notify the IMS Rosehill Companies promptly upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification or advancement of Expenses hereunder. Any failure by Indemnitee to notify any IMS Rosehill Company will not relieve the IMS Rosehill Companies of its advancement or indemnification obligations under this Agreement unless, and only to the extent that, the IMS Rosehill Companies can establish that such omission to notify resulted in actual and material prejudice to it which prejudice cannot be reversed or otherwise eliminated without any material negative effect on the IMS Rosehill Companies, and the omission to notify such IMS Rosehill Companies will, in any event, not relieve any IMS Rosehill Company from any liability which it may have to indemnify Indemnitee otherwise than under this Agreement. If, at the time of receipt of any such notice, the IMS Rosehill Companies have director and officer liability insurance policies in effect, the IMS Rosehill Companies will promptly notify the relevant insurers in accordance with the procedures and requirements of such policies.

Notice of Proceeding. Indemnitee agrees to notify the Quintiles IMS Companies promptly upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification or advancement of Expenses hereunder. Any failure by Indemnitee to notify any either Quintiles IMS Company will not relieve the Quintiles IMS Companies of its advancement or indemnification obligations under this Agreement unless, and only to the extent that, the Quintiles IMS Companies can establish that such omission to notify resulted in actual and material prejudice to it which prejudice cannot be reversed or otherwise eliminated without any material negative effect on the Quintiles IMS Companies, and the omission to notify such Quintiles IMS Companies will, in any event, not relieve any either Quintiles IMS Company from any liability which it may have to indemnify Indemnitee otherwise than under this Agreement. If, at the time of receipt of any such notice, the Quintiles IMS Companies have director and officer liability insurance policies in effect, the Quintiles IMS Companies will promptly notify the relevant insurers in accordance with the procedures and requirements of such policies.

Notice of Proceeding. Indemnitee agrees to notify the IMS Nexeo Companies promptly upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification or advancement of Expenses hereunder. Any failure by Indemnitee to notify any IMS Nexeo Company will not relieve the IMS Nexeo Companies of its advancement or indemnification obligations under this Agreement unless, and only to the extent that, the IMS Nexeo Companies can establish that such omission to notify resulted in actual and material prejudice to it which prejudice cannot be reversed or otherwise eliminated without any material negative effect on the IMS Nexeo Companies, and the omission to notify such IMS Nexeo Companies will, in any event, not relieve any IMS Nexeo Company from any liability which it may have to indemnify Indemnitee otherwise than under this Agreement. If, at the time of receipt of any such notice, the IMS Nexeo Companies have director and officer liability insurance policies in effect, the IMS Nexeo Companies will promptly notify the relevant insurers in accordance with the procedures and requirements of such policies.

Notice of Proceeding. Indemnitee agrees to notify the IMS PQ Companies promptly upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification or advancement of Expenses hereunder. Any failure by Indemnitee to notify any IMS PQ Company will not relieve the IMS PQ Companies of its their advancement or indemnification obligations under this Agreement unless, and only to the extent that, the IMS PQ Companies can establish that such omission to notify resulted in actual and material prejudice to it them, which prejudice cannot be reversed or otherwise eliminated without any material negative effect on the IMS PQ Companies, and the omission to notify such IMS the PQ Companies will, in any event, not relieve any IMS PQ Company from any liability which it may have to indemnify Indemnitee otherwise than under this Agreement. If, at the time of receipt of any such notice, the IMS PQ Companies have director and officer liability insurance policies in effect, the IMS PQ Companies will promptly notify the relevant insurers in accordance with the procedures and requirements of such policies.

Notice of Proceeding. Indemnitee agrees to notify the IMS TMM Companies promptly upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification or advancement of Expenses hereunder. Any failure by Indemnitee to notify any IMS TMM Company will not shall relieve the IMS Companies TMM Company of its advancement or indemnification obligations under this Agreement unless, and only to the extent that, the IMS Companies TMM Company can establish that such omission to notify resulted in actual and material prejudice to it which prejudice cannot be reversed or otherwise eliminated without any material negative effect on the IMS CompaniesTMM Company, and the omission to notify such IMS Companies willTMM Company shall, in any event, not relieve any IMS TMM Company from any liability which it may have to indemnify Indemnitee otherwise than under this Agreement. If, at the time of receipt of any such notice, the IMS TMM Companies have director and officer liability insurance policies in effect, the IMS TMM Companies will shall promptly notify the relevant insurers in accordance with the procedures and requirements of such policies. The TMM Companies shall thereafter keep such director and officer, or other management or professional liability, insurers informed of the status of the Proceeding or other claim, as appropriate to secure coverage of Indemnitee for such claim.