Notice to Indemnitor. Promptly after receipt by any indemnified party of notice of the commencement of any action which may involve an indemnifiable Loss, such indemnified party shall, if a claim is to be made against an indemnifying party with respect to such Loss pursuant hereto, notify such indemnifying party of the commencement thereof; but the failure to so notify such indemnifying party shall not relieve it from any liability that it may have to such indemnified party hereunder unless such indemnifying party shall have been actually and materially prejudiced by such failure. In case any such action is brought against any indemnified party and it notifies an indemnifying party of the commencement thereof, and such indemnifying party, without acknowledging any validity of the underlying claim, acknowledges that it may be obligated to indemnify such indemnified party therefor, such indemnifying party shall be entitled to participate in, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, but may not settle such action without the consent of such indemnified party, which consent shall not be unreasonably withheld, unless such settlement involves no payment by such indemnified party, no equitable relief against such indemnified party and a complete release of all claims against such indemnified party. If an indemnifying party undertakes the defense of any matter for which indemnity is claimed under this Agreement, and if the relevant indemnified party wishes nevertheless to retain counsel to represent it in such matter, the fees of such counsel shall be the responsibility solely of the party retaining such counsel unless such indemnified party and such indemnifying party have conflicting or separate defenses in such action, in which case the attorneys' fees of such indemnified party will be borne by such indemnifying party.
Notice to Indemnitor. Promptly after receipt by an indemnified party of notice of the commencement of any action, such indemnified party will, if a claim thereof is to be made against the indemnifying party pursuant thereto, notify the indemnifying party of the commencement thereof, but the omission to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party except to any extent to which the indemnifying party is actually prejudiced thereby. In case such action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate in, and, to the extent that it may wish, jointly with any other indemnifying party, similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party.
Notice to Indemnitor. In the event that an Indemnitee has presented against it a demand, claim or other written notice (each a "Notice"), which Notice constitutes a cause of action for which Indemnitee is entitled to be indemnified hereunder, then and in such event, the Indemnitee shall notify Indemnitor in writing of the receipt of such Notice as soon as practicable after first receiving such Notice, but in any event not longer than 30 days following the Indemnitee’s receipt of such Notice. The delay or failure of the Indemnitee to provide any notice required herein shall not release Indemnitor from liability or any other obligation with respect to this indemnification, except and only to the extent that Indemnitor’s ability to defend against the action is impaired by such delay or failure.
Notice to Indemnitor. Promptly after any party hereto (i) receives notice of any claim or the commencement of any action or proceeding against it, (ii) has knowledge of any claim, action or proceeding against it, or (iii) has knowledge of any matter for which it intends to seek indemnification hereunder, the party seeking indemnification (the "Indemnitee") shall, if a claim for indemnity with respect thereto is to be made against any party hereto obligated to provide indemnification under Sections 12.1 or 12.2 hereof (the "Indemnitor"), give the Indemnitor written notice of such claim or the commencement of such action or proceeding, in all cases within sufficient time to respond to such claim or to answer or otherwise plead in any such action. Such notice shall be a condition precedent to the Indemnitor's obligation to provide indemnification under this Section 12.
Notice to Indemnitor. The party being indemnified (the “Indemnitee”) shall promptly notify the party with the obligation to indemnify (the “Indemnitor”) in writing of any Loss for which it is seeking indemnification hereunder.
Notice to Indemnitor. In the event a third party files or -------------------- brings or threatens to file or bring any action or proceeding based upon or related to or arising from, whether directly or indirectly, an Indemnifiable Claim (collectively and severally, "Third-Party Action(s)"), the Indemnitee agrees that he, she or it shall, as a condition to obtaining indemnification from the Indemnitor under this section 12, with reasonable promptness, give the ---------- Indemnitor written notice of such Third-Party Action (the "Notice"), together with relevant written documents pertaining to the Third-Party Action. The Notice shall state, with respect to each Indemnifiable Claim set forth in such Third- Party Action (collectively and severally, "Third Party Claim(s)"): (1) the amount of the Indemnitee's Losses, if known, and the method of computation thereof, all with reasonable particularity based upon the facts and other information reasonable available to the Indemnitee as of the date of such Notice, and containing a reference to the provisions of this Agreement with respect of which such Indemnifiable Claim arises; (2) the Indemnitee's specific intent to seek such indemnification under this section; and (3) whether the Indemnitee elects to assume and control the defense of the Third-
Notice to Indemnitor. The Indemnitor waives notice of acceptance of this Indemnity by any Indemnitee.
Notice to Indemnitor. Without amending, modifying or otherwise affecting the provisions of the Loan Documents except as expressly set forth herein, the Lender shall, from and after the date of this Substitution Agreement, deliver any notices to the Indemnitor or Principal which are required to be delivered pursuant to the Loan Documents, or are otherwise delivered by the Lender thereunder at Lender's sole discretion, to the Assuming Principal's address set forth at the foot of this Substitution Agreement.
Notice to Indemnitor. If any Indemnitee receives of any claim or the commencement of any action or proceeding with respect to which the Indemnitor is obligated to provide indemnification under this Section, the Indemnitee shall promptly give the Indemnitor notice thereof. Such notice shall be a condition precedent to any of the Indemnitor under the provisions for indemnification contained in this Agreement provided that such Indemnitor shall be relieved of its obligation hereunder only to the extent of the detriment suffered by the Indemnitor as a result of of Indemnitee's failure to give prompt notice. If such event involves a claim by a third party, the Indemnitor shall have the right at its sole expense to control and assume the defense of the matter giving rise to such indemnification with counsel reasonably satisfactory to the Indemnitee and to compromise or settle any such matter, provided that such compromise or settlement entirely and unconditionally releases the Indemnitee from all liability with respect thereto. If the Indemnitor shall assume the defense of the Indemnitee, the Indemnitee shall have the right to participate in such defense but only at its own expense and the Indemnitor shall not be obligated to pay the fees of counsel to the Indemnitee incurred after such assumption. If the Indemnitor does not assume the defense of such matter within a reasonable time after notice thereof, the Indemnitee may defend, settle and/or compromise such matter for the account and the expense of the Indemnitor.
Notice to Indemnitor. In the event that an Indemnitee has presented against it a demand, claim or other written notice (each a "Notice"), which Notice constitutes a cause of action for which Indemnitee is entitled to be indemnified hereunder, then and in such event, the Indemnitee shall notify Indemnitor in writing of the receipt of such Notice as soon as practicable after first receiving such Notice, but in any event not longer than 30 days following the Indemnitee’s receipt of such Notice. The delay or failure of the Indemnitee to provide any notice
