Common use of Notification and Defense of Claim Clause in Contracts

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee will, if a claim in respect thereof is to be made against the Corporation under this Agreement, notify the Corporation of the commencement thereof; but the omission so to notify the Corporation will not relieve it from any liability which it may have to Indemnitee otherwise than under this Agreement. With respect to any such action, suit or proceeding as to which Indemnitee notifies the Corporation of the commencement thereof:

Appears in 17 contracts

Samples: Indemnification Agreement (Cerner Corp /Mo/), Indemnification Agreement (Cerner Corp /Mo/), Indemnification Agreement (Cerner Corp /Mo/)

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Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceedingProceeding, Indemnitee will, if a claim in respect thereof is to be made against the Corporation under this Agreement, notify the Corporation of the commencement thereof; but the omission so to notify the Corporation will not relieve it from any liability which it may have to Indemnitee otherwise than under this Agreement. With respect to any such action, suit or proceeding Proceeding as to which Indemnitee notifies the Corporation of the commencement thereof:

Appears in 14 contracts

Samples: Indemnification Agreement (Mimvi, Inc.), Indemnification Agreement (Cyberdefender Corp), Indemnification Agreement (Helios & Matheson Analytics Inc.)

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee willshall, if a claim in respect thereof is to be made against the Corporation Company under this Agreement, notify the Corporation Company of the commencement thereof; but the omission so to notify the Corporation will Company shall not relieve it from any liability which it may have to Indemnitee otherwise than under this AgreementIndemnitee. With respect to any such action, suit or proceeding as to which Indemnitee notifies the Corporation Company of the commencement thereof:

Appears in 14 contracts

Samples: Indemnification Agreement (Vestis Corp), Indemnification Agreement (ARAMARK Holdings Corp), Indemnification Agreement (Aramark Corp)

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceedingProceeding, Indemnitee will, if a claim in respect thereof is to be made against the Corporation Company under this Agreement, notify the Corporation Company in writing of the commencement thereof; but the omission so to notify the Corporation Company will not relieve it from any liability which that it may have to Indemnitee otherwise than under Indemnitee. Notwithstanding any other provision of this Agreement. With , with respect to any such action, suit or proceeding as to Proceeding of which Indemnitee notifies the Corporation of the commencement thereofCompany:

Appears in 13 contracts

Samples: Indemnification Agreement (Apco Oil & Gas International Inc), Indemnification Agreement (Adept Technology Inc), First Amended and Restated (Charter Communications, Inc. /Mo/)

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceedingProceeding, Indemnitee will, if a claim in respect thereof is to be made against the Corporation under this Agreement, will notify the Corporation Company in writing of the commencement thereof; but the omission so to notify the Corporation Company will not relieve it from any liability which that it may have to Indemnitee otherwise than under Indemnitee. Notwithstanding any other provision of this Agreement. With , with respect to any such action, suit or proceeding as to Proceeding of which Indemnitee notifies the Corporation of the commencement thereofCompany:

Appears in 12 contracts

Samples: Indemnification Agreement (Kips Bay Medical, Inc.), Indemnification Agreement (Kips Bay Medical, Inc.), Indemnification Agreement (Titan Machinery Inc.)

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceedingProceeding, Indemnitee willshall, if a claim in respect thereof is to be made against the Corporation Company under this Agreement, notify the Corporation Company in writing of the commencement thereof; but the omission so to notify the Corporation will Company shall not relieve it from any liability which that it may have to Indemnitee otherwise than under Indemnitee. Notwithstanding any other provision of this Agreement. With , with respect to any such action, suit or proceeding as to Proceeding of which Indemnitee notifies the Corporation of the commencement thereofCompany:

Appears in 11 contracts

Samples: Indemnification Agreement (Gallagher Arthur J & Co), Indemnification Agreement (West Corp), Indemnification Agreement (Ancestry.com LLC)

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee will, if a claim in request with respect thereof thereto is to be made against the Corporation Company under this Agreement, Indemnitee shall notify the Corporation Company of the commencement thereof; but the omission so failure by Indemnitee to notify the Corporation Company will not relieve it from the Company of any liability which it may have to Indemnitee otherwise than under this AgreementAgreement or otherwise. With respect to any such action, suit or proceeding as to which Indemnitee notifies the Corporation of the commencement thereofCompany as required herein:

Appears in 9 contracts

Samples: Indemnification Agreement (Parametric Sound Corp), Indemnification Agreement (Davi Luxury Brand Group, Inc.), Form of Indemnification Agreement (Sigma Labs, Inc.)

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceedingProceeding, Indemnitee will, if a claim in respect thereof is to be made against the Corporation under this AgreementAgreement or against Indemnitee in his capacity as an independent or non-independent director or officer, notify the Corporation in writing of the commencement thereof; but the omission so to notify the Corporation will not relieve it from any liability which that it may have to Indemnitee otherwise than under Indemnitee. Notwithstanding any other provision of this Agreement. With , with respect to any such action, suit or proceeding as to Proceeding of which Indemnitee notifies the Corporation of the commencement thereofCorporation:

Appears in 9 contracts

Samples: Director and Officer Indemnification Agreement (Along Mobile Technologies Inc), Director and Officer Indemnification Agreement (Along Mobile Technologies Inc), Director and Officer Indemnification Agreement (Along Mobile Technologies Inc)

Notification and Defense of Claim. Promptly As soon as practicable after receipt by the Indemnitee of notice of the commencement actual knowledge of any action, suit or proceeding, the Indemnitee will, shall notify the Company thereof if a claim in respect thereof may be or is to be being made by the Indemnitee against the Corporation Company under this Agreement; provided, notify that the Corporation failure of the commencement thereof; but the omission so Indemnitee to notify the Corporation will give such notice shall not relieve it from any liability which it may have the Company of its obligations hereunder except to Indemnitee otherwise than under this Agreementthe extent the Company is actually prejudiced by such failure. With respect to any such action, suit or proceeding as to which the Indemnitee notifies has so notified the Corporation of the commencement thereofCompany:

Appears in 9 contracts

Samples: Indemnification Agreement (Equitable Resources Inc /Pa/), Indemnification Agreement (Equitrans Midstream Corp), Indemnification Agreement (Equitable Resources Inc /Pa/)

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceedingProceeding, Indemnitee will, if a claim in respect thereof is to be made against the Corporation under this AgreementCompany hereunder, notify the Corporation Company of the commencement thereofsuch commencement; but the omission so to notify the Corporation Company will not relieve it from any liability which it may have to Indemnitee otherwise than under this AgreementIndemnitee. With respect to any such action, suit or proceeding as to which Indemnitee notifies the Corporation of the commencement thereofProceeding:

Appears in 7 contracts

Samples: Indemnification Agreement (Elandia International Inc.), Indemnification Agreement (Elandia International Inc.), Indemnification Agreement (Elandia International Inc.)

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of any claim or the commencement of any action, suit or proceeding, Indemnitee will, if a claim for indemnity in respect thereof is to be made against the Corporation Company under this Agreement, notify the Corporation Company of the commencement thereof; but the omission so to notify the Corporation Company will not relieve it from any liability which it may have to Indemnitee otherwise than under this Agreement. With respect to any such action, suit or proceeding as to which Indemnitee notifies the Corporation Company of the commencement thereof:

Appears in 7 contracts

Samples: Indemnification Agreement (Home Properties Inc), Indemnification Agreement (Home Properties Inc), Indemnification Agreement (Home Properties Inc)

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceedingProceeding, Indemnitee will, if a claim in respect thereof is to be made against the Corporation Company under this Agreement, notify the Corporation Company of the commencement thereof; but the omission so to notify the Corporation Company will not relieve it from any liability which it may have to Indemnitee otherwise than under this Agreement. With respect to any such action, suit or proceeding Proceeding as to which Indemnitee notifies the Corporation Company of the commencement thereof:

Appears in 5 contracts

Samples: Employment Agreement (Consorteum Holdings, Inc.), Employment Agreement (Consorteum Holdings, Inc.), Executive Employment Agreement

Notification and Defense of Claim. Promptly after receipt by the Indemnitee of notice of any Proceeding, the commencement of any action, suit or proceeding, Indemnitee will, if a claim in respect thereof is to be made against the Corporation Company under this Agreement, notify the Corporation Company in writing of the commencement thereof; but the omission so to notify the Corporation Company will not relieve it from any liability which that it may have to Indemnitee otherwise than under the Indemnitee. Notwithstanding any other provision of this Agreement. With , with respect to any such action, suit or proceeding as to Proceeding of which the Indemnitee notifies the Corporation of the commencement thereofCompany:

Appears in 5 contracts

Samples: Indemnification Agreement (EnerSys), Indemnification Agreement     (directors and Officers) (EnerSys), Indemnification Agreement (EnerSys)

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement or threatened commencement of any action, suit or proceeding, Indemnitee will, if a claim in respect thereof is to be made against the Corporation Company under this Agreement, notify the Corporation Company of the commencement thereof; but the omission so to notify the Corporation Company will not relieve it from any liability which it may have to Indemnitee otherwise than under this Agreement. With respect to any such action, suit or proceeding as to which Indemnitee notifies the Corporation Company of the commencement thereof:

Appears in 4 contracts

Samples: Employment Agreement (Proassurance Corp), Employment Agreement (Proassurance Corp), Indemnification Agreement (Proassurance Corp)

Notification and Defense of Claim. (a) Promptly after receipt by the Indemnitee of notice of the commencement of any action, suit suit, or proceeding, the Indemnitee will, if a claim in respect thereof is to be made against the Corporation under this Agreement, notify the Corporation of the commencement thereof; , but the omission to so to notify the Corporation will not relieve it the Corporation from any liability which it may have to the Indemnitee otherwise than under this Agreement. With respect to any such action, suit or proceeding as to which Indemnitee notifies the Corporation of the commencement thereof:.

Appears in 4 contracts

Samples: Indemnification Agreement (Strategix Solutions Inc), Indemnification Agreement (Modis Professional Services Inc), Indemnification Agreement (Modis Professional Services Inc)

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceedingProceeding, Indemnitee will, if a claim in respect thereof is to be made against the Corporation under this Agreement, notify the Corporation of the commencement thereof; but the omission so to notify the Corporation will not relieve it from any liability which it may have to Indemnitee otherwise than under this Agreement. With respect to any such action, suit or proceeding Proceeding as to which Indemnitee notifies the Corporation of the commencement thereof:

Appears in 3 contracts

Samples: Indemnity Agreement (Michael Foods Inc/New), Indemnity Agreement (Michael Foods Inc/New), Indemnity Agreement (Michael Foods Inc/New)

Notification and Defense of Claim. Promptly after receipt by the Indemnitee of notice of the commencement of any actionProceeding, suit or proceeding, the Indemnitee willshall, if a claim in respect thereof is to be made against the Corporation under this Agreement, notify the Corporation of the commencement thereof; , but the omission so to notify the Corporation will not relieve it the Corporation from any liability which it may have to Indemnitee otherwise than under this Agreementthe Indemnitee. With respect to any such action, suit or proceeding as to which Indemnitee notifies the Corporation of the commencement thereofProceeding:

Appears in 3 contracts

Samples: Indemnity Agreement (CSK Auto Corp), Indemnity Agreement (CSK Auto Corp), Indemnity Agreement (Falcon Building Products Inc)

Notification and Defense of Claim. (a) Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee will, if a claim in respect thereof thereto is to be made against the Corporation under this Agreement, notify the Corporation of the commencement thereof; , but the omission failure to so to notify the Corporation will not relieve it from any liability which it may have to Indemnitee otherwise than under this Agreement. With respect to any such action, suit or proceeding as to which Indemnitee so notifies the Corporation of the commencement thereofCorporation:

Appears in 3 contracts

Samples: Indemnification Agreement (Witness Systems Inc), Form of Indemnification Agreement (Daleen Technologies Inc), Indemnification Agreement (Global Preferred Holdings Inc)

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceedingProceeding, Indemnitee will, if a claim in respect thereof is to be made against the Corporation Company under this Agreement, notify the Corporation Company in writing of the commencement thereof; but the omission so to notify the Corporation Company will not relieve it the Company from any liability which that it may have to Indemnitee otherwise than under Indemnitee. Notwithstanding any other provision of this Agreement. With , with respect to any such action, suit or proceeding as to Proceeding of which Indemnitee notifies the Corporation of the commencement thereofCompany:

Appears in 3 contracts

Samples: Indemnification Agreement (United Defense Industries Inc), Indemnification Agreement (Neustar Inc), Indemnification Agreement (Neustar Inc)

Notification and Defense of Claim. Promptly As soon as practicable after receipt by the Indemnitee of notice of the commencement actual knowledge of any action, suit or proceeding, the Indemnitee willwill notify the Corporation thereof, if a claim in respect thereof may be or is to be being made by the Indemnitee against the Corporation under this Agreement, notify the Corporation of the commencement thereof; but the omission so . The Indemnitee has no duty to notify the Corporation will not relieve it from as to any liability which it may have to Indemnitee otherwise than under this Agreementmatter that the Corporation has separate notice of. With respect to any such action, suit or proceeding as to which Indemnitee notifies the Corporation of the commencement thereofproceeding:

Appears in 3 contracts

Samples: Indemnification Agreement (Armstrong World Industries Inc), Indemnification Agreement (Armstrong Holdings Inc /Pa/), Indemnification Agreement (Armstrong World Industries Inc)

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceedingProceeding, Indemnitee will, if a claim in respect thereof is to be made against the Corporation Company under this Agreement, notify the Corporation Company in writing of the commencement thereof; but the omission so to notify the Corporation Company will not relieve it the Company from any liability which it that the Company may have to Indemnitee otherwise than under Indemnitee. Notwithstanding any other provision of this Agreement. With , with respect to any such action, suit or proceeding as to Proceeding of which Indemnitee notifies the Corporation of the commencement thereofCompany:

Appears in 3 contracts

Samples: Form of Indemnification Agreement (I Flow Corp /De/), Form of Indemnification Agreement (Ashworth Inc), Indemnification Agreement (Quidel Corp /De/)

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement or threatened commencement of any action, suit or proceedingProceeding, Indemnitee will, if a claim in respect thereof is to be made against the Corporation Company under this Agreement, notify the Corporation Company of the commencement thereof; but the omission so to notify the Corporation Company will not relieve it from any liability which it may have to Indemnitee otherwise than under this Agreement. With respect to any such action, suit or proceeding Proceeding as to which Indemnitee notifies the Corporation Company of the commencement thereof:

Appears in 2 contracts

Samples: Indemnification Agreement (Proassurance Corp), Indemnification Agreement (Proassurance Corp)

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee willshall, if a claim in respect thereof is to be made against the Corporation Company under this Agreementagreement, notify the Corporation Company of the commencement thereof; but of the action. The omission so to notify the Corporation Company will not relieve it from any liability which it may have to Indemnitee otherwise than under this Agreementagreement. With respect to any such action, suit or proceeding as to which Indemnitee notifies the Corporation of the commencement thereofCompany:

Appears in 2 contracts

Samples: Indemnification Agreement (Baxalta Inc), Indemnification Agreement (Baxter International Inc)

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee will, if a claim in respect thereof is to be made against the Corporation Company under this Agreement, notify the Corporation Company of the commencement thereof; , but the omission so to notify the Corporation Company will not relieve it the Company from any liability which it that the Company may have to Indemnitee otherwise than under this AgreementAgreement unless the Company is materially prejudiced thereby. With respect to any such action, suit or proceeding as to which Indemnitee notifies the Corporation Company of the commencement thereof:

Appears in 2 contracts

Samples: Indemnification Agreement (Sunrise Senior Living Inc), Indemnification Agreement (Sunrise Senior Living Inc)

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceedingProceeding, Indemnitee will, if a claim in respect thereof is to be made against the Corporation under this Agreement, notify the Corporation of the commencement thereof; but the omission so to notify the Corporation will not relieve it from any liability which it may have to Indemnitee otherwise than under this Agreement. With respect to any such action, suit or proceeding Proceeding as to which Indemnitee notifies the Corporation of the commencement thereof:

Appears in 2 contracts

Samples: Indemnification Agreement (Discovery Partners International Inc), Indemnification Agreement (Discovery Partners International Inc)

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee willshall, if a claim in respect thereof is to be made against the Corporation Company under this Agreementagreement, notify the Corporation Company of the commencement thereof; but of the action. The omission so to notify the Corporation Company will not relieve the Company of liability under this agreement unless the Company is prejudiced by the omission, and will not relieve it from any other liability which it may have to Indemnitee otherwise than under this AgreementIndemnitee. With respect to any such action, suit or proceeding as to which Indemnitee notifies the Corporation of the commencement thereofCompany:

Appears in 2 contracts

Samples: Indemnification Agreement (Affinity Group Holding, Inc.), Indemnification Agreement (Camping Realty, Inc.)

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee will, if a claim in respect thereof is to be made against the Corporation under this Agreement, notify the Corporation of the commencement thereof; but the omission so to notify the Corporation will not relieve it from any liability which it may have to Indemnitee otherwise than under this Agreement. With respect to any such action, suit or proceeding as to which Indemnitee notifies the Corporation of the commencement thereof:

Appears in 2 contracts

Samples: Indemnification Agreement (Morgans Foods Inc), Indemnification Agreement (Healthdesk Corp)

Notification and Defense of Claim. Promptly after After receipt by the Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee will, if a claim in respect thereof is to be made against the Corporation Company under this Agreement, the Indemnitee shall promptly notify the Corporation Company of the commencement thereof; but . The failure of the omission Indemnitee to so to notify the Corporation will Company shall not relieve it the Company from any liability which it may have to the Indemnitee otherwise other than under this Agreement. With respect to any such action, suit or proceeding as to of which the Indemnitee notifies the Corporation Company of the commencement thereofcommencement:

Appears in 2 contracts

Samples: Director Indemnification Agreement (Metal Management Inc), Director Indemnification Agreement (Metal Management Inc)

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee will, if a claim in respect thereof is to be made against the Corporation Company under this Agreement, notify the Corporation Company of the commencement thereof; but the omission so to notify the Corporation Company will not relieve it from any liability which it may have to Indemnitee otherwise than under this Agreement. With respect to any such action, suit or proceeding as to which Indemnitee notifies the Corporation Company of the commencement thereof:

Appears in 2 contracts

Samples: Form of Indemnification Agreement (Max & Ermas Restaurants Inc), Indemnification Agreement (Retail Ventures Inc)

Notification and Defense of Claim. Promptly after receipt by of Indemnitee of notice of the commencement of any action, suit or proceedingClaim, Indemnitee will, if a claim in respect thereof is to be made against the Corporation Company under this Agreement, notify the Corporation Company of the commencement thereof; , but the omission so to notify the Corporation Company will not relieve it from any liability which it may have to Indemnitee otherwise than under this Agreementhereunder. With respect to any such action, suit or proceeding Claim as to which Indemnitee notifies the Corporation Company of the commencement thereof:.

Appears in 2 contracts

Samples: Indemnification Agreement (Cmgi Inc), Indemnification Agreement (ModusLink Global Solutions Inc)

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee willshall, if a claim in with respect thereof thereto is to be made against the Corporation Company under this Agreement, notify the Corporation Company of the commencement thereofof the same; but the omission so failure by Indemnitee to notify the Corporation Company will not relieve it the Company from any liability which it may have to Indemnitee otherwise than under this Agreement. With respect to any such action, suit or proceeding as to which Indemnitee notifies the Corporation Company of the commencement thereof:

Appears in 2 contracts

Samples: Indemnification Agreement (Reading International Inc), Indemnification Agreement (Psychic Friends Network Inc.)

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee will, if a claim in respect thereof is to be made against the Corporation Company under this Agreement, notify the Corporation Company in writing of the commencement thereof; but the omission so to notify the Corporation Company will not relieve it from any liability which it may have to Indemnitee otherwise than under this Agreement. With respect to any such action, suit or proceeding as to which Indemnitee notifies the Corporation Company of the commencement thereof:

Appears in 2 contracts

Samples: Indemnification Agreement (Bingham Financial Services Corp), Indemnification Agreement (Genomic Solutions Inc)

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceedingproceeding which may constitute a Claim hereunder, Indemnitee will, if a claim Claim in respect thereof is to be made against the Corporation Company under this Agreement, notify the Corporation Company of the commencement thereof; but the omission so to notify the Corporation will not relieve it from any liability which it may have to Indemnitee otherwise than under this Agreement. With respect to any such action, suit or proceeding as to which Indemnitee notifies the Corporation of the commencement thereofwhereupon:

Appears in 2 contracts

Samples: Indemnity Agreement of Director (Interface Inc), Indemnity Agreement of Officer (Interface Inc)

Notification and Defense of Claim. Promptly As soon as practicable after receipt by the Indemnitee of notice of the commencement actual knowledge of any action, suit or proceeding, proceeding the Indemnitee willwill notify the Corporation thereof, if a claim in respect thereof may be or is to be being made by the Indemnitee against the Corporation under this Agreement, notify the Corporation of the commencement thereof; but the omission so to notify the Corporation will not relieve it from any liability which it may have to Indemnitee otherwise than under this Agreement. With respect to any such action, suit or proceeding as to which the Indemnitee notifies has so notified the Corporation of the commencement thereofCorporation:

Appears in 2 contracts

Samples: Indemnification Agreement (Armstrong World Industries Inc), Indemnification Agreement (Armstrong World Industries Inc)

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Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit suit, proceeding, inquiry or proceedinginvestigation, Indemnitee will, if a claim Claim in respect thereof is to be made against the Corporation Company under this Agreement, notify the Corporation Company of the commencement thereof; but the omission so to notify the Corporation Company will not relieve it from any liability which it may have to Indemnitee otherwise than under this Agreement. With respect to any such action, suit or proceeding Claim as to which Indemnitee notifies the Corporation Company of the commencement thereof:

Appears in 2 contracts

Samples: Indemnification Agreement (Allied Healthcare Products Inc), Indemnification Agreement (Allied Healthcare Products Inc)

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee will, if a claim in respect thereof is to be made against the Corporation under this Agreement, notify the Corporation of the commencement thereof; but the omission so to notify the Corporation will not relieve it from any liability which it may have to Indemnitee otherwise than under this Agreement. With respect to any such action, suit or proceeding as to which Indemnitee notifies the Corporation of the commencement thereof:

Appears in 1 contract

Samples: Indemnity Agreement (Pawnmart Inc)

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement of any actionProceeding, suit or proceeding, the Indemnitee will, if a claim in respect thereof is to be made against the Corporation Company under this Agreement, notify the Corporation Company of the commencement thereof; , but the omission so to notify the Corporation Company will not relieve it the Company from any liability which it that the Company may have to the Indemnitee otherwise than under this AgreementAgreement unless the Company is materially prejudiced thereby. With respect to any such action, suit or proceeding Proceeding as to which the Indemnitee notifies the Corporation Company of the commencement thereof:

Appears in 1 contract

Samples: Indemnification Agreement (Novoste Corp /Fl/)

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceedingproceeding which may constitute a Claim hereunder, Indemnitee will, if a claim Claim in respect thereof is to be made against the Corporation under this Agreement, notify the Corporation of the commencement thereof; but the omission so to notify the Corporation will not relieve it from any liability which it may have to Indemnitee otherwise than under this Agreement. With respect to any such action, suit or proceeding as to which Indemnitee notifies the Corporation of the commencement thereofwhereupon:

Appears in 1 contract

Samples: Indemnity Agreement (Bellsouth Corp)

Notification and Defense of Claim. Promptly As soon as practicable after receipt by the Indemnitee of notice of the commencement actual knowledge of any action, suit or proceeding, proceeding the Indemnitee willwill notify the Corporation thereof, if a claim in respect thereof may be or is to be being made by the Indemnitee against the Corporation under this Agreement, notify the Corporation of the commencement thereof; but the omission so to notify the Corporation will not relieve it from any liability which it may have to Indemnitee otherwise than under this Agreement. With respect to any such action, suit or proceeding as to which Indemnitee notifies the Corporation of the commencement thereof:this

Appears in 1 contract

Samples: Indemnification Agreement (Kennametal Inc)

Notification and Defense of Claim. Promptly after receipt by Indemnitee lndemnitee of notice of the commencement of any action, suit suit, or proceeding, Indemnitee will, if a claim in respect thereof is to be made against the Corporation Company under this Agreement, notify the Corporation Company of the commencement thereof; but the omission so . The failure of Indemnitee to notify the Corporation will not relieve it from any liability which it may Company shall have to Indemnitee otherwise than under this Agreementno effect on the obligations of the Company hereunder. With respect to any such action, suit suit, or proceeding as to which Indemnitee notifies the Corporation of the commencement thereofproceeding:

Appears in 1 contract

Samples: Indemnifcation Agreement (Divot Golf Corp)

Notification and Defense of Claim. (a) Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee will, if a claim Claim in respect thereof is to be made against the Corporation Company under this Agreementagreement, notify the Corporation Company of the commencement thereof; but the omission so to notify the Corporation Company will not relieve it from any liability which it may have to Indemnitee otherwise than under this Agreement. With respect to any such action, suit or proceeding as to which Indemnitee notifies the Corporation of the commencement thereof:agreement.

Appears in 1 contract

Samples: Coronado Global Resources Inc.

Notification and Defense of Claim. Promptly after receipt by the Indemnitee of notice of any claim, or of the commencement of any action, suit suit, or proceeding, the Indemnitee will, if a claim in respect thereof is to be made against the Corporation under this Agreement, notify the Corporation of the commencement thereofsuch commencement; but the omission so to notify the Corporation will not relieve it from any liability which it may have to Indemnitee otherwise than under this Agreementthe Indemnitee. With respect to any such action, suit suit, or proceeding as to which Indemnitee notifies the Corporation of the commencement thereof:(a “Case”):

Appears in 1 contract

Samples: Indemnification Agreement (Eyetel Imaging Inc)

Notification and Defense of Claim. 6.1. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee will, if a claim in respect thereof is to be made against the Corporation Company under this Agreement, notify the Corporation Company of the commencement thereof; but the omission so to notify the Corporation Company will not relieve it from any liability which it may have to Indemnitee otherwise than under this Agreement. With respect to any such action, suit or proceeding as to which Indemnitee notifies the Corporation Company of the commencement thereof:

Appears in 1 contract

Samples: Indemnification Agreement (Irvine Sensors Corp/De/)

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee willshall, if a claim in respect thereof is to be made against the Corporation Company under this Agreement, notify the Corporation Company of the commencement thereof; but the omission so to notify the Corporation Company will not relieve it from any liability which it may have to Indemnitee otherwise than under this Agreement. With respect to any such action, suit or proceeding as to which Indemnitee notifies the Corporation Company of the commencement thereof:

Appears in 1 contract

Samples: Indemnification Agreement (Akorn Inc)

Notification and Defense of Claim. Promptly As a condition precedent to the Indemnitee’s right to be indemnified hereunder, promptly after receipt by the Indemnitee of notice of any claim, or of the commencement of any action, suit suit, or proceeding, the Indemnitee willmust, if a claim in respect thereof is to be made against the Corporation under this Agreement, notify the Corporation of the commencement thereofsuch commencement; but the omission so to notify the Corporation will not relieve it the Corporation from any liability which it may have to Indemnitee otherwise than under this Agreementthe Indemnitee. With respect to any such action, suit suit, or proceeding as to which Indemnitee notifies the Corporation of the commencement thereof:(a “Case”):

Appears in 1 contract

Samples: Indemnification Agreement (Eyetel Imaging Inc)

Notification and Defense of Claim. Promptly after --------------------------------- receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee will, if a claim in respect thereof is to be made against the Corporation under this Agreement, notify the Corporation of the commencement thereof; but the omission so to notify the Corporation will not relieve it from any liability which it may have to Indemnitee otherwise than under this Agreement. With respect to any such action, suit or proceeding as to which Indemnitee notifies the Corporation of the commencement thereof:

Appears in 1 contract

Samples: Indemnification Agreement (Cerner Corp /Mo/)

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit suit, or proceeding, Indemnitee will, if a claim in respect thereof is to be made against the Corporation Company under this Agreement, notify the Corporation Company of the commencement thereof; but . Indemnitee shall also provide to the omission so Company such information and cooperation as the Company may reasonably require to notify assist in the Corporation will not relieve it from any liability which it may have to Indemnitee otherwise than under this Agreementdefense of such action, suit, or proceeding. With respect to any such action, suit suit, or proceeding as to which Indemnitee notifies the Corporation Company of the commencement thereof:

Appears in 1 contract

Samples: Indemnification Agreement (Macromedia Inc)

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee will, if a claim in respect thereof is to be made against the Corporation under this Agreement, notify the Corporation of the commencement thereof; but the omission so to notify the Corporation will not relieve it from any liability which that it may have to Indemnitee otherwise than under this Agreement. With respect to any such action, suit or proceeding as to which Indemnitee notifies the Corporation of the commencement thereof:

Appears in 1 contract

Samples: Indemnity Agreement (Avnet Inc)

Notification and Defense of Claim. (a) Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee will, if a claim Claim in respect thereof is to be made against the Corporation Company under this Agreement, notify the Corporation Company of the commencement thereof; but the omission so to notify the Corporation Company will not relieve it from any liability which it may have to Indemnitee otherwise than under this Agreement. With respect to any such action, suit or proceeding as to which Indemnitee notifies the Corporation of the commencement thereof:.

Appears in 1 contract

Samples: Indemnity Agreement (Vrio Corp.)

Notification and Defense of Claim. Promptly after receipt by Indemnitee Indemnified Person of notice of the commencement of any action, suit or proceeding, Indemnitee Indemnified Person will, if a claim in respect thereof is to be made against the Corporation under this Agreement, notify the Corporation of the commencement thereof; but the omission so to notify the Corporation will not relieve it from any liability which it may have to Indemnitee Indemnified Person otherwise than under this Agreement. With respect to any such action, suit or proceeding as to which Indemnitee Indemnified Person notifies the Corporation of the commencement thereof:

Appears in 1 contract

Samples: Indemnification Agreement (Microchip Technology Inc)

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit suit, or proceeding, Indemnitee will, if a claim in respect thereof is to be made against the Corporation Company under this Agreement, notify the Corporation Company of the commencement thereof; but the omission so to notify the Corporation Company will not relieve it from any liability which it may have to Indemnitee otherwise than under this Agreement. With respect to any such action, suit suit, or proceeding as to which Indemnitee notifies the Corporation Company of the commencement thereof:: 

Appears in 1 contract

Samples: Indemnification Agreement (Rocky Brands, Inc.)

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit suit, proceeding, inquiry or proceedinginvestigation, Indemnitee will, if a claim Claim in respect thereof is to be made against the Corporation Company under this Agreement, notify the Corporation Company of the commencement thereof; but the omission so to notify the Corporation Company will not relieve it the Company from any liability which it may have to Indemnitee otherwise than under this Agreement. With respect to any such action, suit or proceeding Claim as to which Indemnitee notifies the Corporation of the commencement thereofgives notice:

Appears in 1 contract

Samples: Indemnification Agreement (Todd Shipyards Corp)

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee will, if a claim in respect thereof is to be made against the Corporation under this Agreement, notify the Corporation of the commencement thereof; but the omission so to notify the Corporation will not relieve it from any liability which it may have to Indemnitee otherwise than under this Agreement. With respect to any such action, suit or proceeding as to which Indemnitee notifies the Corporation of the commencement thereof:

Appears in 1 contract

Samples: Indemnification Agreement (Cerner Corp /Mo/)

Notification and Defense of Claim. Promptly after receipt by Indemnitee of --------------------------------- notice of the commencement of any action, suit or proceedingProceeding, Indemnitee will, if a claim in respect thereof is to be made against the Corporation Company under this Agreement, notify the Corporation Company of the commencement thereof; but the omission so to notify the Corporation Company will not relieve it from any liability which it may have to Indemnitee otherwise than under this Agreement. With respect to any such action, suit or proceeding Proceeding as to which Indemnitee notifies the Corporation Company of the commencement thereof:

Appears in 1 contract

Samples: Executive Employment Agreement (Halliburton Co)

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee willshall, if a claim in with respect thereof thereto is to be made against the Corporation Company under this Agreement, notify the Corporation Company of the commencement thereofof the same; but the omission so failure by Indemnitee to notify the Corporation Company will not relieve it the Company from any liability which that it may have to Indemnitee otherwise than under this AgreementIndemnitee. With respect to any such action, suit or proceeding as to which Indemnitee notifies the Corporation Company of the commencement thereof:

Appears in 1 contract

Samples: Indemnification Agreement (Armada Water Assets Inc)

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