Common use of Notification and Procedure Clause in Contracts

Notification and Procedure. Each Indemnified Party under this Article IX shall, promptly after the receipt of notice of the commencement of any claim against such Indemnified Party in respect of which indemnity may be sought from the Company under this Article IX, notify the Company in writing of the commencement thereof. The omission of any Indemnified Party to so notify the Company of any such action shall not relieve the Company from any liability which it may have to such Indemnified Party other than to the extent, and only to the extent, that such omission materially prejudices the Company by resulting in the Company's forfeiture of substantive rights or defenses. In case any such claim shall be brought against any Indemnified Party, and it shall notify the Company of the commencement thereof, the Company shall be entitled to assume the defense thereof at its own expense, with counsel satisfactory to such Indemnified Party in its reasonable judgment; provided, however, that any Indemnified Party may, at its own expense, retain separate counsel to participate in such defense. Notwithstanding the foregoing, in any claim in which both the Company, on the one hand, and an Indemnified Party, on the other hand, are, or are reasonably likely to become, a party, such Indemnified Party shall have the right to employ separate counsel and to control its own defense of such claim if, in the reasonable opinion of counsel to such Indemnified Party, either (x) one or more defenses are available to the Indemnified Party that are not available to the Company or (y) a conflict or potential conflict exists between the Company, on the one hand, and such Indemnified Party, on the other hand, that would make such separate representation advisable; provided, however, that the Company (i) shall not be liable for the fees and expenses of more than one counsel to all Indemnified Parties in any one legal action or group of related legal actions, and (ii) shall reimburse the Indemnified Parties for all of such fees and expenses of such counsel incurred in any action between the Company and the Indemnified Parties or between the Indemnified Parties and any third party, as such expenses are incurred. The Company agrees that it will not, without the prior written consent of the Indemnified Party, settle, compromise or consent to the entry of any judgment in any pending or threatened claim relating to the matters contemplated hereby (if any Indemnified Party is a party thereto or has been actually threatened to be made a party thereto) unless such settlement, compromise or consent includes an unconditional release of each Indemnified Party from all liability arising or that may arise out of such claim.

Notification and Procedure. Each Indemnified Party under this Article IX shallIf any action is brought against -------------------------- any Underwriter or any of its officers, promptly after the receipt of notice of the commencement directors, partners, employees, agents or counsel, or any controlling persons of any claim against such Indemnified Party Underwriter (an "indemnified ----------- party") in respect of which indemnity may be sought from against the Company under this Article IXor any ----- of the Selling Stockholders pursuant to the foregoing paragraphs, such indemnified party or parties shall promptly notify the Company or such Selling Stockholder, as the case may be, in writing of the commencement thereof. The omission institution of any Indemnified Party such action (but the failure to so notify the Company of any such action notify, shall not relieve the Company or such Selling Stockholders, as the case may be, from any liability which it may have to such Indemnified Party other than pursuant to the extent, this Section 9) and only to the extent, that such omission materially prejudices the Company by resulting in the Company's forfeiture of substantive rights or defenses. In case any such claim Selling Stockholders shall be brought against any Indemnified Party, and it shall notify the Company of the commencement thereof, the Company shall be entitled to promptly assume the defense thereof at its own expenseof such action, with including, without limitation, the employment of counsel satisfactory to such Indemnified Party in its reasonable judgment; provided, however, that any Indemnified Party may, at its own expense, retain separate counsel to participate in such defenseindemnified party or parties and payment of expenses. Notwithstanding the foregoing, in any claim in which both the Company, on the one hand, and an Indemnified Party, on the other hand, are, such indemnified party or are reasonably likely to become, a party, such Indemnified Party parties shall have the right to employ separate its or their own counsel in any such case, but the fees and to control its own expenses of such counsel shall be at the expense of such indemnified party or parties, unless (i) the employment of such counsel shall have been authorized in writing by the Company or such Selling Stockholder, as the case may be, in connection with the defense of such claim ifaction, in (ii) the reasonable opinion of Company or such Selling Stockholder, as the case may be, shall not have promptly employed counsel satisfactory to such Indemnified Partyindemnified party or parties to have charge of the defense of such action or within a reasonable time after notice of commencement of the action, either or (xiii) one the indemnified party or more parties shall have reasonably concluded that there are defenses are available to the Indemnified Party that are it or them not available to the Company or (y) a conflict or potential conflict exists between the CompanySelling Stockholders, on the one hand, and such Indemnified Party, on the other hand, that would make such separate representation advisable; provided, however, that which counsel for the Company (i) or Selling Stockholders would be precluded from asserting. Anything in this Section 9 to the contrary notwithstanding, the Company or such Selling Stockholder, as the case may be, shall not be liable for the fees and expenses any settlement of more than one counsel to all Indemnified Parties in any one legal such claim or action or group of related legal actionseffected without its written consent, and (ii) which consent shall reimburse the Indemnified Parties for all of such fees and expenses of such counsel incurred in any action between the Company and the Indemnified Parties or between the Indemnified Parties and any third party, as such expenses are incurrednot be unreasonably withheld. The Company agrees that it will or such Selling Stockholder, as the case may be, shall not, without the prior written consent of the Indemnified Partyeach indemnified party that is not released as described in this sentence, settlesettle or compromise any action, compromise or permit a default or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened claim relating to the matters contemplated hereby action, in respect of which indemnity may be sought thereunder (if whether or not any Indemnified Party indemnified party is a party thereto or has been actually threatened to be made a party thereto) ), unless such settlement, compromise compromise, consent or consent termination includes an unconditional release of each Indemnified Party indemnified party from all liability arising or that may arise out in respect of such claimaction. The Company and each of the Selling Stockholders agrees promptly to notify the Representatives of the commencement of any litigation or proceedings against the Company, such Selling Stockholder or any of its officers or directors in connection with the sale of the Shares, the Registration Statement, any Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, or any application.

Notification and Procedure. Each Indemnified Party under this Article IX shall, promptly after the receipt of notice of the commencement of any claim against such Indemnified Party in respect of which indemnity may be sought from the Company under this Article IX, notify the Company in writing of the commencement thereof. The omission of any Indemnified Party to so notify the Company of any such action shall not relieve the Company from any liability which it may have to such Indemnified Party other than to the extent, and only to the extent, that such omission materially prejudices the Company by resulting in the Company's forfeiture of substantive rights or defenses. In case any such claim shall be brought against any Indemnified Party, and it shall notify the Company of the 44 50 commencement thereof, the Company shall be entitled to assume the defense thereof at its own expense, with counsel satisfactory to such Indemnified Party in its reasonable judgment; provided, however, that any Indemnified Party may, at its own expense, retain separate counsel to participate in such defense. Notwithstanding the foregoing, in any claim in which both the Company, on the one hand, and an Indemnified Party, on the other hand, are, or are reasonably likely to become, a party, such Indemnified Party shall have the right to employ separate counsel and to control its own defense of such claim if, in the reasonable opinion of counsel to such Indemnified Party, either (x) one or more defenses are available to the Indemnified Party that are not available to the Company or (y) a conflict or potential conflict exists between the Company, on the one hand, and such Indemnified Party, on the other hand, that would make such separate representation advisable; provided, however, that the Company (i) shall not be liable for the fees and expenses of more than one counsel to all Indemnified Parties in any one legal action or group of related legal actions, and (ii) shall reimburse the Indemnified Parties for all of such fees and expenses of such counsel incurred in any action between the Company and the Indemnified Parties or between the Indemnified Parties and any third party, as such expenses are incurred. The Company agrees that it will not, without the prior written consent of the Indemnified Party, settle, compromise or consent to the entry of any judgment in any pending or threatened claim relating to the matters contemplated hereby (if any Indemnified Party is a party thereto or has been actually threatened to be made a party thereto) unless such settlement, compromise or consent includes an unconditional release of each Indemnified Party from all liability arising or that may arise out of such claim.

Notification and Procedure. Each Indemnified Party under this Article IX shall, promptly after the receipt of notice of the commencement of If any claim action is brought against such an Underwriter Indemnified Party in respect of which indemnity may be sought from against the Company under this Article IXpursuant to Section 5.1.1, such Underwriter Indemnified Party shall promptly notify the Company in writing of the commencement thereof. The omission institution of any Indemnified Party to so notify the Company of any such action shall not relieve the Company from any liability which it may have to such Indemnified Party other than to the extent, and only to the extent, that such omission materially prejudices the Company by resulting in the Company's forfeiture of substantive rights or defenses. In case any such claim shall be brought against any Indemnified Party, and it shall notify the Company of the commencement thereof, the Company shall be entitled to assume the defense thereof at its own expenseof such action, with including the employment and fees of counsel satisfactory (subject to the approval of such Underwriter Indemnified Party in its reasonable judgment; provided, however, that any (which approval shall not be unreasonably withheld)) and payment of actual expenses if an Underwriter Indemnified Party may, at its own expense, retain separate counsel to participate in such defenserequests that the Company do so. Notwithstanding the foregoing, in any claim in which both the Company, on the one hand, and an Indemnified Party, on the other hand, are, or are reasonably likely to become, a party, such Such Underwriter Indemnified Party shall have the right to employ separate its or their own counsel in any such case, and to control its own defense the fees and expenses of such claim if, in counsel shall be at the reasonable opinion expense of counsel to such Indemnified Party, either (x) one or more defenses are available to the Indemnified Party that are not available to the Company or (y) a conflict or potential conflict exists between the Company, on the one hand, and such Indemnified Party, on the other hand, that would make such separate representation advisable; provided, however, that the Company (i) shall not be liable for obligated to bear the reasonable fees and expenses of more than one counsel firm of attorneys selected by the Underwriter Indemnified Party (in addition to all Indemnified Parties in any one legal action or group of related legal actionslocal counsel). Notwithstanding anything to the contrary contained herein, and (ii) shall reimburse the Indemnified Parties for all of such fees and expenses of such counsel incurred in any action between provided that the Company and has timely honored its obligations under Section 5, the Underwriter Indemnified Parties or between Party shall not enter into any settlement without the Indemnified Parties and prior written consent (which shall not be unreasonably withheld) of the terms of any third party, as such expenses are incurredsettlement by the Company. The Company agrees that it will shall not be liable for any settlement of any action effected without its prior written consent (which shall not be unreasonably delayed or withheld). In addition, the Company shall not, without the prior written consent of the Indemnified PartyUnderwriters (which consent shall not be unreasonably withheld), settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened claim relating to the matters contemplated hereby action in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder (if any whether or not such Underwriter Indemnified Party is a party thereto or has been actually threatened to be made a party thereto) unless such settlement, compromise compromise, consent or consent termination (i) includes an unconditional release of each Underwriter Indemnified Party Party, acceptable to such Underwriter Indemnified Party, from all liability liabilities, expenses and claims arising or that may arise out of such claimaction for which indemnification or contribution may be sought and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Indemnified Party.

Notification and Procedure. Each Indemnified Party under this Article IX shallIf any action is brought against -------------------------- any Underwriter or any of its officers, promptly after the receipt of notice of the commencement directors, partners, employees, agents or counsel, or any controlling persons of any claim against such Indemnified Party Underwriter (an "indemnified ----------- party") in respect of which indemnity may be sought from against the Company under this Article IXor any ----- of the Selling Stockholders pursuant to the foregoing paragraphs, such indemnified party or parties shall promptly notify the Company or such Selling Stockholder, as the case may be, in writing of the commencement thereof. The omission institution of any Indemnified Party such action (but the failure to so notify the Company of any such action notify, shall not relieve the Company or such Selling Stockholders from any liability which it may have to such Indemnified Party other than pursuant to the extent, this Section 9) and only to the extent, that such omission materially prejudices the Company by resulting in the Company's forfeiture of substantive rights or defenses. In case any such claim Selling Stockholders shall be brought against any Indemnified Party, and it shall notify the Company of the commencement thereof, the Company shall be entitled to promptly assume the defense thereof at its own expenseof such action, with including, without limitation, the employment of counsel satisfactory to such Indemnified Party in its reasonable judgment; provided, however, that any Indemnified Party may, at its own expense, retain separate counsel to participate in such defenseindemnified party or parties and payment of expenses. Notwithstanding the foregoing, in any claim in which both the Company, on the one hand, and an Indemnified Party, on the other hand, are, such indemnified party or are reasonably likely to become, a party, such Indemnified Party parties shall have the right to employ separate its or their own counsel in any such case, but the fees and to control its own expenses of such counsel shall be at the expense of such indemnified party or parties, unless (i) the employment of such counsel shall have been authorized in writing by the Company or such Selling Stockholder, as the case may be, in connection with the defense of such claim ifaction, in (ii) the reasonable opinion of Company or such Selling Stockholder, as the case may be, shall not have promptly employed counsel satisfactory to such Indemnified Partyindemnified party or parties to have charge of the defense of such action or within a reasonable time after notice of commencement of the action, either or (xiii) one the indemnified party or more parties shall have reasonably concluded that there are defenses are available to the Indemnified Party that are it or them not available to the Company or (y) a conflict or potential conflict exists between the CompanySelling Stockholders, on the one hand, and such Indemnified Party, on the other hand, that would make such separate representation advisable; provided, however, that which counsel for the Company (i) or Selling Stockholders would be precluded from asserting. Anything in this Section 9 to the contrary notwithstanding, the Company or such Selling Stockholder, as the case may be, shall not be liable for the fees and expenses any settlement of more than one counsel to all Indemnified Parties in any one legal such claim or action or group of related legal actionseffected without its written consent, and (ii) which consent shall reimburse the Indemnified Parties for all of such fees and expenses of such counsel incurred in any action between the Company and the Indemnified Parties or between the Indemnified Parties and any third party, as such expenses are incurrednot be unreasonably withheld. The Company agrees that it will or such Selling Stockholder, as the case may be, shall not, without the prior written consent of the Indemnified Partyeach indemnified party that is not released as described in this sentence, settlesettle or compromise any action, compromise or permit a default or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened claim relating to the matters contemplated hereby action, in respect of which indemnity may be sought thereunder (if whether or not any Indemnified Party indemnified party is a party thereto or has been actually threatened to be made a party thereto) ), unless such settlement, compromise compromise, consent or consent termination includes an unconditional release of each Indemnified Party indemnified party from all liability arising or that may arise out in respect of such claimaction. The Company and each of the Selling Stockholders agrees promptly to notify the Representatives of the commencement of any litigation or proceedings against the Company, such Selling Stockholder or any of its officers or directors in connection with the sale of the Shares, the Registration Statement, any Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, or any application.