Common use of Notification and Defense of Claim Clause in Contracts

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

Appears in 12 contracts

Samples: Indemnification Agreement (Cisco Systems Inc), Indemnification Agreement (C-Cor Inc), Indemnification Agreement (Dura Pharmaceuticals Inc/Ca)

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Notification and Defense of Claim. Promptly As soon as practicable after receipt by the Officer of notice of the commencement of any action, suit or proceeding, the Officer 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 provided, however, that the omission so to notify the Corporation will not relieve it the Corporation from any liability which it may have to the Officer otherwise than under this Agreement. With respect to any such action, suit or proceeding as to which the Officer notifies the Corporation of the commencement thereof:

Appears in 7 contracts

Samples: Officer Indemnity Agreement (Hill-Rom Holdings, Inc.), Officer Indemnity Agreement (Hill-Rom Holdings, Inc.), Officer Indemnity Agreement (Hill-Rom Holdings, Inc.)

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

Appears in 4 contracts

Samples: Indemnification Agreement (Endocare Inc), Indemnification Agreement (Collegeclub Com Inc), Indemnification Agreement (Rubios Restaurants Inc)

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

Appears in 3 contracts

Samples: Indemnification Agreement (Hyperbaric Systems), Indemnification Agreement (Hyperbaric Systems), Indemnification Agreement (Hyperbaric Systems)

Notification and Defense of Claim. Promptly after receipt by Officer the Executive of notice of the commencement of any action, suit suit, or proceeding, Officer the Executive will, if a claim in respect thereof is to be made against the Corporation under this Agreement, notify the Corporation in writing 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 Officer the Executive otherwise than under this Agreement. With respect to any such action, suit suit, or proceeding as to which Officer the Executive so notifies Corporation of the commencement thereofCorporation:

Appears in 2 contracts

Samples: Indemnification Agreement (Comstar Net Inc), Indemnification Agreement (M2direct Inc)

Notification and Defense of Claim. Promptly after receipt by Officer the Executive of notice of the commencement of any action, suit or proceeding, Officer the Executive will, if a claim in respect thereof is to be made against the Corporation under this AgreementAgreement (other than under Section 2 hereof), 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 Officer the Executive otherwise than under this Agreement. With respect to any such action, suit or proceeding as to which Officer the Executive so notifies Corporation of the commencement thereofCorporation:

Appears in 2 contracts

Samples: Indemnification Agreement (Intercept Group Inc), Indemnification Agreement (Towne Services Inc)

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

Appears in 2 contracts

Samples: Indemnification Agreement (Dura Pharmaceuticals Inc/Ca), Indemnification Agreement (Dura Pharmaceuticals Inc/Ca)

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

Appears in 2 contracts

Samples: Indemnification Agreement (Giga Tronics Inc), Indemnification Agreement (Giga Tronics Inc)

Notification and Defense of Claim. Promptly after receipt by Officer the Executive of notice of the commencement of any action, suit or proceeding, Officer the Executive 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 Officer the Executive otherwise than under this Agreement. With respect to any such action, suit or proceeding as to which Officer the Executive so notifies Corporation of the commencement thereofCorporation:

Appears in 1 contract

Samples: Indemnification Agreement (Intercept Inc)

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

Appears in 1 contract

Samples: Indemnification Agreement (Comps Com Inc)

Notification and Defense of Claim. Promptly after receipt by Officer of notice of the commencement of any action, suit or proceeding, Officer 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 the Corporation from any liability which it may have to Officer otherwise than under this Agreement. With respect to any such action, suit or proceeding as to which Officer notifies the Corporation of the commencement thereof:

Appears in 1 contract

Samples: Officer Indemnification Agreement (Wolverine Tube Inc)

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

Appears in 1 contract

Samples: Indemnification Agreement (Sequenom Inc)

Notification and Defense of Claim. Promptly after receipt by Officer the Executive of notice of the commencement of any action, suit suit, or proceeding, Officer the Executive will, if a claim in respect thereof is to be made against the Corporation under this Agreement, notify the Corporation in writing 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 Officer the Executive otherwise than under this Agreement. With respect to any such action, suit suit, or proceeding as to which Officer the Executive so notifies Corporation of the commencement thereof:Corporation.

Appears in 1 contract

Samples: Indemnification Agreement (Webmd Inc)

Notification and Defense of Claim. Promptly after receipt by Officer the Executive of notice of the commencement of any action, suit suit, or proceeding, Officer the Executive will, if a claim in respect thereof is to be made against the Corporation under this AgreementAgreement (other than under Section 2 hereof), 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 Officer the Executive otherwise than under this Agreement. With respect to any such action, suit suit, or proceeding as to which Officer the Executive so notifies Corporation of the commencement thereofCorporation:

Appears in 1 contract

Samples: Indemnification Agreement (Acsys Inc)

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

Appears in 1 contract

Samples: Indemnification Agreement (C Cor Net Corp)

Notification and Defense of Claim. Promptly after receipt by the Officer of notice of the commencement of any action, suit or proceeding, the Officer 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 the Officer otherwise than under this AgreementAgreement or from any liability which is not directly related to the failure of the Officer promptly to so notify the Corporation. With respect to any such action, suit or proceeding as to which the Officer notifies the Corporation of the commencement thereof:

Appears in 1 contract

Samples: Indemnification Agreement (Dial Corp /New/)

Notification and Defense of Claim. Promptly after receipt by Officer of notice of the commencement of any action, suit or proceedingproceeding for which a claim of indemnification may be made under this Agreement ("Action"), Officer will, if a claim in respect thereof is to be made against Corporation under this Agreement, will 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 Officer otherwise than under this AgreementAgreement so long as the rights of the Corporation in the defense of its rights in the Action have not been materially compromised. With respect to any such action, suit or proceeding an Action as to which Officer officer notifies the Corporation of the commencement thereofits commencement:

Appears in 1 contract

Samples: Indemnification Agreement (Carecentric Inc)

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