Common use of Notice to Insurers Clause in Contracts

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 80 contracts

Samples: Adherence Agreement (LexinFintech Holdings Ltd.), Adherence Agreement (Ninetowns Internet Technology Group Co LTD), Adherence Agreement (LexinFintech Holdings Ltd.)

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Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b4(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all reasonably necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation Claim in accordance with the terms of such policies.

Appears in 35 contracts

Samples: Form of Indemnification Agreement (Fantex, Inc.), Indemnification Agreement (IDEAYA Biosciences, Inc.), Indemnification Agreement (Extreme Networks Inc)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 34 contracts

Samples: Indemnification Agreement (Corautus Genetics Inc), Indemnification Agreement (Adera Mines LTD), Indemnification Agreement (Innovative Card Technologies Inc)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt written notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in each of the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 29 contracts

Samples: Indemnification Agreement (Volcano CORP), Indemnification Agreement (Alibris Inc), Shareholders Agreement (LDK Solar Co., Ltd.)

Notice to Insurers. If, at the time of the receipt by the Company ------------------ of a notice of a Claim pursuant to Section 2(b4(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation Claim in accordance with the terms of such policies.

Appears in 27 contracts

Samples: Indemnification Agreement (Emachines Inc /De/), Indemnification Agreement (Illumina Inc), Indemnification Agreement (Top Tier Software Inc)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt written notice of the commencement of such Claim to the applicable insurers in accordance with the procedures set forth in each of the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 26 contracts

Samples: Board of Directors Agreement (Kaival Brands Innovations Group, Inc.), Board of Directors Agreement (Kaival Brands Innovations Group, Inc.), Board of Directors Agreement (Kaival Brands Innovations Group, Inc.)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt written notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in each of the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 25 contracts

Samples: Indemnification Agreement (Nobao Renewable Energy Holdings LTD), Share Purchase Agreement (Momo Inc.), Indemnification Agreement (Global Energy Group Inc)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation Claim in accordance with the terms of such policies.

Appears in 22 contracts

Samples: Executive Employment Agreement (Marizyme Inc), Indemnification Agreement (Genvor Inc), Indemnification Agreement (Marizyme Inc)

Notice to Insurers. If, at the time of the receipt by the Company Company, of a notice of a Claim pursuant to Section 2(b) hereof, the Company has liability insurance in effect which may cover such Claimclaim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 14 contracts

Samples: Indemnification Agreement (Iris International Inc), Indemnification Agreement (Ironclad Performance Wear Corp), Indemnification Agreement (Talon International, Inc.)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim Proceeding pursuant to Section 2(b) hereof, the Company has liability insurance in effect which may cover such ClaimProceeding, the Company shall give prompt notice of the commencement of such Claim Proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 14 contracts

Samples: Indemnification Agreement (Wellcare Health Plans, Inc.), Indemnification Agreement (Wellcare Health Plans, Inc.), Indemnification Agreement (Vocus, Inc.)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b) hereof, the Company has liability insurance in effect which that may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in each of the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation Claim in accordance with the terms of such policies.

Appears in 13 contracts

Samples: Indemnification Agreement (Marinus Pharmaceuticals Inc), Indemnification Agreement (Marinus Pharmaceuticals Inc), Indemnification Agreement (Marinus Pharmaceuticals Inc)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b4(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in each of the respective Company’s policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 13 contracts

Samples: Indemnification Agreement (Apollo Endosurgery, Inc.), Indemnification Agreement (LDR Holding Corp), Indemnification Agreement (Masergy Communications Inc)

Notice to Insurers. If, at the time of the receipt by the ------------------ Company of a notice of a Claim pursuant to Section 2(b4(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation Claim in accordance with the terms of such policies.

Appears in 11 contracts

Samples: Indemnification Agreement (Synplicity Inc), Indemnification Agreement (Artisan Components Inc), Indemnification Agreement (Natus Medical Inc)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b) hereof, the Company has liability insurance in effect which that may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in each of the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemniteethe Indemnitees, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 11 contracts

Samples: Indemnification Agreement (Sirna Therapeutics Inc), Indemnification Agreement (Sirna Therapeutics Inc), Indemnification Agreement (Sirna Therapeutics Inc)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b) hereof), the Company has liability insurance in effect which that may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 10 contracts

Samples: Indemnification Agreement (Earth Biofuels Inc), Indemnification Agreement (Earth Biofuels Inc), Indemnification Agreement (Earth Biofuels Inc)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b4(b) hereof, the Company has liability insurance in effect which that may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation Claim in accordance with the terms of such policies.

Appears in 10 contracts

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

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b) hereof, the Company has one or more policies of liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers applicable insurer(s) in accordance with the procedures set forth in the respective applicable policies. The Company shall thereafter take all action necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation Claim in accordance with the terms of such policies.

Appears in 9 contracts

Samples: Employment Agreement (Premier Holding Corp.), Indemnification Agreement (Talk America Holdings Inc), Indemnification Agreement (Talk Com)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b4(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in each of the respective Company's policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 9 contracts

Samples: Indemnification Agreement (Activecare, Inc.), Indemnification Agreement (Fischer Imaging Corp), Indemnification Agreement (Fischer Imaging Corp)

Notice to Insurers. If, at the time of the receipt by the Company ------------------ of a notice of a Claim pursuant to Section 2(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 8 contracts

Samples: Indemnification Agreement (Crossworlds Software Inc), Indemnification Agreement (Efficient Networks Inc), Indemnification Agreement (Agilent Technologies Inc)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective such policy or policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 8 contracts

Samples: Indemnification Agreement (Innophos Investment Holdings, Inc.), Agreement to Separation Agreement and Release Terms (Purple Communications, Inc.), Indemnification Agreement (Roomlinx Inc)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b) hereof, the Company has liability insurance in effect which that may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 7 contracts

Samples: Indemnification Agreement (Palmsource Inc), Indemnification Agreement (Lantronix Inc), Form of Indemnification Agreement (Lantronix Inc)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. The If the Company has not paid such amounts directly, the Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of each Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 7 contracts

Samples: Indemnification Agreement (Combinatorx, Inc), Indemnification Agreement (U.S. Auto Parts Network, Inc.), Director Indemnification Agreement (Gamer Pakistan Inc)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b) hereofsuch notice, the Company has directors and officers liability insurance in effect which may cover such Claimeffect, the Company shall give prompt notice of the commencement of such Claim Proceeding to the insurer or insurers in accordance with the procedures set forth in the respective policiespolicy or policies in favor of Indemnitee. The Company shall thereafter take all necessary or desirable action to cause such insurer or insurers to pay, on behalf of Indemnitee, all amounts Expenses and Liabilities payable as a result of such action, suit, proceeding, inquiry or investigation Proceeding in accordance with the terms of such policy or policies.

Appears in 7 contracts

Samples: Indemnification Agreement (Martha Stewart Living Omnimedia Inc), Form of Indemnification Agreement (North Pittsburgh Systems Inc), Form of Indemnification Agreement (Chindex International Inc)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim claim pursuant to Section 2(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 6 contracts

Samples: Form of Indemnification Agreement (Given Imaging LTD), Indemnification Agreement (Credentials Services International Inc), Form of Indemnification Agreement (Given Imaging LTD)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim an actual or threatened claim pursuant to Section 2(b) hereof, the Company has director and officer liability insurance in effect which may cover such Claimeffect, the Company shall give prompt notice of the commencement of such Claim proceeding to the insurers in accordance with the procedures set forth in the respective its policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation proceeding in accordance with and to the extent of the terms of such policies.

Appears in 6 contracts

Samples: Director and Officer Indemnification Agreement (BlueLinx Holdings Inc.), Director and Officer Indemnification Agreement (BlueLinx Holdings Inc.), Director and Officer Indemnification Agreement (Anchor Glass Container Corp /New)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b3(b) hereof, the Company has liability insurance in effect which that may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in each of the respective Company’s policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 6 contracts

Samples: Indemnification Agreement (Cheniere Energy Partners, L.P.), Indemnification Agreement (Cheniere Energy Inc), Indemnification Agreement (Cheniere Energy Inc)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b) hereof, the Company Company, or any affiliate of the Company, has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 5 contracts

Samples: Indemnification Agreement (Mips Technologies Inc), Indemnification Agreement (Mips Technologies Inc), Indemnification Agreement (Eddie Bauer Holdings, Inc.)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim an action, suit or proceeding pursuant to Section 2(b) hereof, the Company has director and officer liability insurance in effect which may cover such Claimeffect, the Company shall give prompt notice of the commencement of such Claim action, suit or proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable reasonable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry suit or investigation proceeding in accordance with the terms of such policies.

Appears in 5 contracts

Samples: Indemnification Agreement (China Time Share Media Co. LTD), Indemnification Agreement (SMART Modular Technologies (WWH), Inc.), Indemnification Agreement (SMART Modular Technologies (WWH), Inc.)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of each Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 5 contracts

Samples: Indemnification Agreement (Xata Corp /Mn/), Indemnification Agreement (TCV Vii Lp), Indemnification Agreement (Airgate Wireless Inc)

Notice to Insurers. If, at the time of the receipt by the ------------------ Company of a notice of a Claim pursuant to Section 2(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 5 contracts

Samples: Form of Indemnification Agreement (Palm Inc), Indemnification Agreement (Somera Communications Inc), Indemnification Agreement (Peoplepc Inc)

Notice to Insurers. If, at the time of the receipt by the Company Corporation of a notice of a Claim pursuant to Section 2(b) hereof, the Company Corporation has liability insurance in effect which may cover such Claim, the Company Corporation shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. The Company Corporation shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 5 contracts

Samples: Indemnification Agreement (Infinera Corp), Indemnification Agreement (Consonus Technologies, Inc.), Indemnification Agreement (Phaserx, Inc.)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b) Clause 4.2 hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective insurance policies. The Company shall thereafter take all reasonably necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation Claim in accordance with the terms of such policies.

Appears in 4 contracts

Samples: Deed of Indemnification (Osmotica Pharmaceuticals PLC), Deed of Indemnification (Nabriva Therapeutics PLC), Deed of Indemnification (Osmotica Pharmaceuticals LTD)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation Claim in accordance with the terms of such policies.

Appears in 4 contracts

Samples: Indemnification Agreement (Silicon Graphics Inc), Indemnification Agreement (Alphanet Solutions Inc), Officer Indemnification Agreement (Nocopi Technologies Inc/Md/)

Notice to Insurers. If, at the time of the receipt by the Company ------------------ Company, of a notice of a Claim pursuant to Section 2(b) hereof, the Company has liability insurance in effect which may cover such Claimclaim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 4 contracts

Samples: Indemnification Agreement (Sound Source Interactive Inc /De/), Indemnification Agreement (Sound Source Interactive Inc /De/), Indemnification Agreement (Sound Source Interactive Inc /De/)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action reasonable actions to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 4 contracts

Samples: Indemnification Agreement for World (World Health Alternatives Inc), Indemnification Agreement for World (World Health Alternatives Inc), Indemnification Agreement (China Finance Online Co. LTD)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b) hereof, the Company has liability insurance in effect which that may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in each of the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 4 contracts

Samples: Indemnification Agreement (Seracare Life Sciences Inc), Indemnification Agreement (Seracare Life Sciences Inc), Indemnification Agreement (Skyterra Communications Inc)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b) 3.01 hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt written notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in each of the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 3 contracts

Samples: Indemnification Agreement (Trident Digital Tech Holdings Ltd.), Form of Indemnification Agreement (Lixiang Education Holding Co . LTD), Form of Indemnification Agreement (SAMOYED HOLDING LTD)

Notice to Insurers. If, at the time of the receipt by the ------------------ Company of a notice of a Claim pursuant to Section 2(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 3 contracts

Samples: Indemnification Agreement (Happy Kids Inc), Indemnification Agreement (Netframe Systems Inc), Indemnification Agreement (Dset Corp)

Notice to Insurers. If, at the time of the receipt by the ------------------ Company of a notice of a Claim pursuant to Section 2(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in each of the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of IndemniteeIndemnitees, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 3 contracts

Samples: Indemnification Agreement (Kintana Inc), Indemnification Agreement (Sonicwall Inc), Indemnification Agreement (Kana Communications Inc)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b) 2.2 hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all reasonably necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 3 contracts

Samples: Indemnification Agreement (Trailer Bridge Inc), Indemnification Agreement (Bonds.com Group, Inc.), Indemnification Agreement (Bonds.com Group, Inc.)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim Indemnifiable Litigation pursuant to Section 2(b) 11 hereof, the Company has liability insurance in effect which may cover such ClaimIndemnifiable Litigation, the Company shall give prompt notice of the commencement of such Claim Indemnifiable Litigation to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 3 contracts

Samples: Indemnification Agreement (MKS Instruments Inc), Indemnification Agreement (MKS Instruments Inc), Indemnification Agreement (Newport Corp)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b4(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in each of the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 3 contracts

Samples: Indemnification Agreement (Papa Johns International Inc), Indemnification Agreement (Com21 Inc), Indemnification Agreement (Reel Com Inc)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b4(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective insurance policies. The Company shall thereafter take all reasonably necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation Claim in accordance with the terms of such policies.

Appears in 3 contracts

Samples: Deed of Indemnification (Iterum Therapeutics LTD), Deed of Indemnification (Iterum Therapeutics LTD), Deed of Indemnification (Prothena Corp PLC)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b4(b) hereof, the Company has liability insurance in effect which that may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in each of the respective Company’s policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 2 contracts

Samples: Indemnification Agreement (Comverge, Inc.), Indemnification Agreement (Valence Technology Inc)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section SECTION 2(b) hereof, the Company has liability insurance in effect which that may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in each of the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 2 contracts

Samples: Indemnification Agreement (Universal Electronics Inc), Indemnification Agreement (Ritz Interactive, Inc.)

Notice to Insurers. IfWithout derogating from Section 1(a) above, if, at the time of the receipt by the Company of a notice of a Claim claim pursuant to Section 2(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 2 contracts

Samples: Indemnification Agreement (Alvarion LTD), Form of Indemnification Agreement (Alvarion LTD)

Notice to Insurers. If, at the time of the receipt by the ------------------ Company of a notice of a Claim pursuant to Section 2(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective such policy or policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 2 contracts

Samples: Indemnification Agreement (Goamerica Inc), Indemnification Agreement (Analytical Graphics Inc)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section section 2(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 2 contracts

Samples: Indemnification Agreement (Vitesse Semiconductor Corp), Indemnification Agreement (Vitesse Semiconductor Corp)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b) hereof, the Company has liability insurance in effect which that may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of each Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 2 contracts

Samples: Indemnification Agreement for Officers (Replidyne Inc), Indemnification Agreement (Replidyne Inc)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt written notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in each of the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation Claim in accordance with the terms of such policies.

Appears in 2 contracts

Samples: Indemnification Agreement (FriendFinder Networks Inc.), Indemnification Agreement (CoLucid Pharmaceuticals, Inc.)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b) hereof, claim the Company has liability insurance in effect which may cover such Claimclaim, the Company shall give prompt notice of the commencement of such Claim claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 2 contracts

Samples: Indemnification Agreement (InMode Ltd.), Indemnification Agreement (InMode Ltd.)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim claim pursuant to Section 2(b) hereof, the Company has liability directors’ and officers’ insurance policies in effect which may cover such Claimeffect, then the Company shall give prompt notice of the commencement of such Claim Proceeding to the insurers of such policies in accordance with the procedures set forth in the respective such policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation Proceeding in accordance with the terms of such policies.

Appears in 2 contracts

Samples: Indemnification Agreement (Pacwest Bancorp), Indemnification Agreement (Key Energy Services Inc)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim claim pursuant to Section 2(b) 2.2 hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 2 contracts

Samples: Indemnification Agreement (Inrob LTD), Indemnification Agreement (Inrob LTD)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim an action, suit or proceeding pursuant to Section 2(b2(a) hereof, the Company has director and officer liability insurance in effect which may cover such Claimeffect, the Company shall give prompt notice of the commencement of such Claim action, suit or proceeding to the its insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take make all necessary or desirable action reasonable efforts to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry suit or investigation proceeding in accordance with the terms of such policies.

Appears in 2 contracts

Samples: Indemnification Agreement (Overstock Com Inc), Indemnification Agreement (Altiris Inc)

Notice to Insurers. If, at the time of the receipt by the ------------------ Company of a notice of a Claim pursuant to Section 2(b4(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in each of the respective Company's policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 2 contracts

Samples: Indemnification Agreement (Rainmaker Systems Inc), Indemnity Agreement (Applied Science Fiction Inc)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b) hereof3.2, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceedingProceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 2 contracts

Samples: Indemnification Agreement (Aci Worldwide, Inc.), Indemnification Agreement (Transaction Systems Architects Inc)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give use commercially reasonably efforts to provide prompt written notice of the commencement of such Claim to the such insurers in accordance with the procedures set forth in the respective each of such policies. The Company shall thereafter take all necessary or desirable action use commercially reasonable efforts to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation Claim in accordance with the terms of such policies.

Appears in 2 contracts

Samples: Indemnification Agreement (Cbot Holdings Inc), Indemnification Agreement (Lawson Products Inc/New/De/)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b4(c) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in each of the respective Company’s policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 2 contracts

Samples: Indemnification Agreement (Chaus Bernard Inc), Indemnification Agreement (Chaus Bernard Inc)

Notice to Insurers. If, at the time of the receipt by the ------------------ Company of a notice of a Claim pursuant to Section 2(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry inquiry, or investigation in accordance with the terms of such policies.

Appears in 2 contracts

Samples: Indemnification Agreement (CSG Systems International Inc), Indemnification Agreement (CSG Systems International Inc)

Notice to Insurers. If, at the time of the receipt by the ------------------ Company of a notice of a Claim pursuant to Section 2(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt written notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in each of the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 2 contracts

Samples: Indemnification Agreement (Metasolv Software Inc), Indemnification Agreement (Exodus Communications Inc)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim Proceeding pursuant to Section 2(b) hereofof this Agreement, the Company has director and officer liability insurance in effect which may cover such Claimeffect, the Company shall give prompt notice of the commencement of such Claim Proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Thereafter, the Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation Proceeding in accordance with the terms of such policies.

Appears in 2 contracts

Samples: Indemnification Agreement (Liberator Medical Holdings, Inc.), Indemnification Agreement (Liberator Medical Holdings, Inc.)

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Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b) hereof, claim the Company has liability insurance in effect which may cover such Claimclaim, the Company shall give prompt notice of the commencement of such Claim claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 2 contracts

Samples: Indemnification Agreement (InMode Ltd.), Indemnification Agreement (InMode Ltd.)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b3(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 2 contracts

Samples: Indemnification Agreement (New Focus Inc), Indemnification Agreement (Cosine Communications Inc)

Notice to Insurers. If, at the time of the receipt by ------------------ the Company of a notice of a Claim pursuant to Section 2(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 2 contracts

Samples: Indemnification Agreement (Neomagic Corp), Indemnification Agreement (E Stamp Corp)

Notice to Insurers. If, at the time of the receipt by the Company of a ------------------ notice of a Claim pursuant to Section 2(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 1 contract

Samples: Indemnification Agreement (Intek Information Inc)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt written notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in each of the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of each Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies. Failure of the Company to comply with this Section shall not affect Indemnity’s rights under this Agreement.

Appears in 1 contract

Samples: Indemnification Agreement (Intelligentias, Inc.)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter make commercially reasonable efforts to take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 1 contract

Samples: Indemnification Agreement (Merisant Worldwide, Inc.)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt written notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in each of the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemniteethe Indemnitee in connection with the Claim, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 1 contract

Samples: Indemnification Agreement (MINISO Group Holding LTD)

Notice to Insurers. If, at the time of the receipt by the Company ------------------ of a notice of a Claim pursuant to Section 2(b) hereof, hereof the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 1 contract

Samples: Indemnification Agreement (Crossworlds Software Inc)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt written notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in each of the respective policies. The Company shall thereafter take all necessary or desirable action use commercially reasonable efforts to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 1 contract

Samples: Indemnification Agreement (Basil Street Cafe, Inc.)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim claim pursuant to Section 2(b) 8 hereof, the Company has liability insurance in effect which that may cover such Claimclaim, the Company shall give prompt notice of the commencement of such Claim claim to the insurers in accordance with the procedures set forth in each of the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemniteethe Agent, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 1 contract

Samples: Indemnity Agreement (Hansen Medical Inc)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b) hereof, the Company has Company’s liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 1 contract

Samples: Trans1 Inc. Indemnification Agreement (Trans1 Inc)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim Proceeding pursuant to Section 2(b2(a) hereofabove, the Company has liability insurance in effect which may cover such ClaimProceeding, the Company shall give prompt notice of the commencement of such Claim Proceeding to the insurers in accordance with the procedures set forth in each of the respective Company's applicable policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation Proceeding in accordance with the terms of such policies.

Appears in 1 contract

Samples: Indemnification Agreement (United Online Inc)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation Claim in accordance with the terms of such policies.

Appears in 1 contract

Samples: Indemnification Agreement (Diadexus Inc)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Indemnifiable Claim pursuant to Section 2(b) hereof, the Company has liability insurance in effect which may cover such Indemnifiable Claim, the Company shall give prompt notice of the commencement of such Indemnifiable Claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of each Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 1 contract

Samples: Indemnification Agreement (U.S. Auto Parts Network, Inc.)

Notice to Insurers. If, at the time of the receipt by the ------------------ Company of a notice of a Claim pursuant to Section section 2(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 1 contract

Samples: Indemnification Agreement (Garden Com Inc)

Notice to Insurers. If, at the time of the receipt by the Company of ------------------ a notice of a Claim pursuant to Section 2(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 1 contract

Samples: Indemnification Agreement (Netflix Inc)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b(b) hereof, the Company has liability insurance in effect which that may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation Claim in accordance with the terms of such policies.

Appears in 1 contract

Samples: Indemnification Agreement (Snowflake Inc.)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt written notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in each of the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of each Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 1 contract

Samples: Indemnification Agreement (InvenSense Inc)

Notice to Insurers. If, at the time of the receipt by the Company of a ------------------ notice of a Claim pursuant to Section 2(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 1 contract

Samples: Indemnification Agreement (Resonate Inc)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the its insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 1 contract

Samples: Indemnification Agreement (Tailwind Financial Inc.)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry inquiry, or investigation in accordance with the terms of such policies.

Appears in 1 contract

Samples: Indemnification Agreement (CSG Systems International Inc)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim claim pursuant to Section 2(b3(b) hereof, the Company has liability insurance in effect which may cover such Claimclaim, the Company shall give prompt notice of the commencement of such Claim claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 1 contract

Samples: Indemnification Agreement (Global Employment Holdings, Inc.)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b) 2.2 hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 1 contract

Samples: Indemnification Agreement (Clarient, Inc)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt written notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in each of the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.. e.

Appears in 1 contract

Samples: Board of Directors Agreement (Apollo Medical Holdings, Inc.)

Notice to Insurers. If, at the time of the receipt by ------------------ the Company of a notice of a Claim pursuant to Section 2(b4(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in each of the respective Company's policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 1 contract

Samples: Form of Indemnity Agreement (Catalytica Energy Systems Inc)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b2(h) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective such policy or policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 1 contract

Samples: Indemnification Agreement (Purple Communications, Inc.)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b3(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in each of the respective policiesCompany's policies . The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 1 contract

Samples: Indemnification Agreement (Ideal Power Inc.)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim Proceeding pursuant to Section 2(b2(a) hereofabove, the Company has liability insurance in effect which may cover such ClaimProceeding, the Company shall give prompt written notice of the commencement of such Claim Proceeding to the insurers in accordance with the procedures set forth in each of the respective Company’s applicable policies. The Company shall thereafter may thereafter, in its sole and absolute discretion, take all such necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation Proceeding in accordance with the terms of such policies.

Appears in 1 contract

Samples: Indemnification Agreement (Classmates Media CORP)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b) hereofProceeding from Indemnitee, the Company has liability insurance in effect which may cover such ClaimProceeding, the Company shall give prompt written notice of the commencement of such Claim Proceeding to the insurers in accordance with the procedures set forth in each of the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 1 contract

Samples: Form of Indemnification Agreement (Sourcefire Inc)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b4(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to EXHIBIT 10.1 the insurers in accordance with the procedures set forth in each of the respective Company’s policies. The Company shall thereafter take all necessary or desirable commercially reasonable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 1 contract

Samples: Indemnity Agreement (PROS Holdings, Inc.)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of ------------------ a Claim claim pursuant to Section 2(b) hereofof this Agreement, the Company has directors' and officers' liability insurance in effect which may cover such Claimeffect, the Company shall give prompt notice of the commencement of such Claim proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation proceeding in accordance with the terms of such policies.

Appears in 1 contract

Samples: Indemnification Agreement (Identix Inc)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of IndemniteeIndemnitees, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 1 contract

Samples: Indemnification Agreement (Powerwave Technologies Inc)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim claim pursuant to Section 2(b) hereofhereto, the Company has liability insurance in effect which that may cover such Claimclaim, the Company shall give prompt notice of the commencement of such Claim claim to the insurers in accordance with the procedures set forth in each of the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 1 contract

Samples: Indemnification Agreement (Virtual Radiologic CORP)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.. Indemnification Agreement

Appears in 1 contract

Samples: Indemnification Agreement (Us Energy Corp)

Notice to Insurers. If, at the time of the receipt by ------------------ the Company of a notice of a Claim pursuant to Section 2(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt written notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in each of the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 1 contract

Samples: Indemnification Agreement (Ise Labs Inc)

Notice to Insurers. If, at the time of the receipt by the Company of ------------------ a notice of a Claim claim pursuant to Section 2(b) hereof, the Company has director and officer liability insurance in effect which may cover such Claimeffect, the Company shall give prompt notice of the commencement of such Claim action, suit or proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry suit or investigation proceeding in accordance with the terms of such policies.

Appears in 1 contract

Samples: Indemnification Agreement (Vertel Corp)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b2(a) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt written notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in each of the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 1 contract

Samples: Indemnification Agreement (GCT Semiconductor Inc)

Notice to Insurers. If, at the time of the receipt by the Company ------------------ of a notice of a Claim pursuant to Section 2(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 1 contract

Samples: Indemnification Agreement (Rational Software Corp)

Notice to Insurers. If, at the time of the receipt by ------------------ the Company of a notice of a Claim pursuant to Section 2(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in each of the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of IndemniteeIndemnitees, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 1 contract

Samples: Indemnification Agreement (Releasenow Com Corp)

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