Common use of Notices of Claims Clause in Contracts

Notices of Claims. Promptly after receipt by the Indemnitee of notice of the commencement of any Proceeding, the Indemnitee shall, if a claim for indemnification in respect thereof is to be made against the Company, give written notice to the Company of the commencement of such Proceeding; provided, that the failure of the Indemnitee to give notice as provided herein shall not relieve the Company of its obligations under this Agreement, except to the extent that the Company is actually prejudiced by such failure to give notice. In the event that any such Proceeding is brought against the Indemnitee (other than a derivative suit in right of the Company), the Company will be entitled to participate in and to assume the defense thereof to the extent that the Company may wish, with counsel reasonably satisfactory to the Indemnitee. After notice from the Company to the Indemnitee of the Company’s election to assume the defense thereof, the Company will not be liable for expenses subsequently incurred by the Indemnitee in connection with the defense thereof. The Company will not consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to the Indemnitee of a release from all liability in respect to such Claim. Any indemnification provided for in Section 1 shall be made within 10 business days after receipt by the Company of the written notice of Indemnitee.

Notices of Claims. Promptly after receipt by the Indemnitee a Indemnified Person of notice of the commencement of any ProceedingProceeding involving a Claim, the Indemnitee shallsuch Indemnified Person will, if a claim for indemnification in respect thereof is to be made against the Company, give written notice to the Company of the commencement of such Proceeding; provided, provided that the failure of the Indemnitee any Indemnified Person to give notice as provided herein shall not relieve the Company of its obligations under this AgreementArticle, except to the extent that the Company is actually prejudiced by such failure to give notice. In the event that case any such Proceeding action is brought against the Indemnitee an Indemnified Person (other than a derivative suit in right of the Company), the Company will be entitled to participate in and to assume the defense thereof to the extent that the Company may wish, with counsel reasonably satisfactory to the Indemniteesuch Indemnified Person. After notice from the Company to the Indemnitee such Indemnified Person of the Company’s 's election to assume the defense thereof, the Company will not be liable for expenses Damages subsequently incurred by the Indemnitee such Indemnified Person in connection with the defense thereof. The Company will not consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to the Indemnitee such Indemnified Person of a release from all liability in respect to such Claim. Any indemnification provided for in Section 1 shall be made within 10 business days after receipt by the Company of the written notice of Indemniteeclaim or litigation.

Notices of Claims. Promptly after receipt by the Indemnitee an Indemnified Person of notice of the commencement of any Proceedingproceeding, the Indemnitee such Indemnified Person shall, if a claim for indemnification in respect thereof is to be made against the Company, give written notice to the Company of the commencement of such Proceedingproceeding; provided, provided that the failure of the Indemnitee any Indemnified Person to give notice as provided herein shall not relieve the Company of its obligations under this AgreementArticle XI, except to the extent that the Company is actually prejudiced by such failure to give notice. In the event that case any such Proceeding proceeding is brought against the Indemnitee an Indemnified Person (other than a derivative suit in right of the Company), the Company will be entitled to participate in and to assume the defense thereof to the extent that the Company may wish, with counsel reasonably satisfactory to the Indemnitee. After notice from the Company to the Indemnitee such Indemnified Person of the Company’s election to assume the defense thereofof such proceeding, the Company will 42 not be liable for expenses subsequently incurred by the Indemnitee such Indemnified Person in connection with the defense thereof. The Company will not consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to the Indemnitee such Indemnified Person of a release from all liability in respect to of such Claim. Any indemnification provided for in Section 1 shall be made within 10 business days after receipt by the Company of the written notice of Indemnitee.