Prompt Notice Required. No claim for indemnification hereunder shall be valid unless notice of the matter which may give rise to such claim is given in writing by the persons seeking indemnification (the “Indemnitee”) to the persons against whom indemnification may be sought (the “Indemnitor”) as soon as reasonably practicable after such Indemnitee becomes aware of such claim; provided that the failure to notify the Indemnitor shall not relieve it from any liability which it may have to the Indemnitee otherwise than under this Article XII. Such notice shall state that the Indemnitor is required to indemnify the Indemnitee for a Loss and shall specify the amount of Loss and relevant details thereof. The Indemnitor shall notify Indemnitee no later than 60 days from such notice of its intention to assume the defense of any such claim. In the event the Indemnitor fails to give such notice within that time, the Indemnitor shall no longer be entitled to assume such defense.
Prompt Notice Required. Promptly after receipt by an indemnified party under this Section 2 of actual knowledge of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided however that an indemnified party (together with all other indemnified parties that may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2 to the extent of such prejudice, but the omission to so deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.3.
Prompt Notice Required. No claim for indemnification hereunder shall be valid unless notice of the matter which may give rise to such claim is given in writing by the Party seeking indemnification (the “Indemnified Party”) to the persons against whom indemnification may be sought (the “Indemnitor”) as soon as reasonably practicable after such Indemnified Party becomes aware of such claim. Such notice shall state that the Indemnitor is required to indemnify the Indemnified Party and its Indemnitees for a Loss and shall specify the amount of Loss, if available, and relevant details thereof. The Indemnitor shall notify Indemnified Party no later than thirty (30) days from such notice of its intention to assume the defense of any such claim. Failure of the Indemnified Party to notify Indemnitor within such notice period shall not relieve Indemnitor of any liability hereunder, except to the extent the Indemnitor reasonably demonstrates that the defense of such Third Party claim is prejudiced by such failure.
Prompt Notice Required. 21 Section 12.04. Indemnitor May Settle...............................................................21 Section 12.05.
Prompt Notice Required. 35 Section 16.04. Indemnitor May Settle...................................35 Section 16.05. Insurance...............................................35 Article XVII DISPUTE RESOLUTION...............................................36 Section 17.01. Disputes................................................36 Section 17.02. Mediation...............................................36 Section 17.03. Trial Without Jury......................................36 Section 17.04. Performance to Continue.................................36 Section 17.05. Provisional Remedies....................................37 Section 17.06. Determination of Patents and Other Intellectual Property................................................37 Article XVIII CONFIDENTIALITY.................................................37 Section 18.01. Confidentiality.........................................37 Section 18.02. Publicity Review........................................37 Article XIX MISCELLANEOUS.....................................................38
Prompt Notice Required. 23 Section 14.04. Indemnitor May Settle.................................24 Section 14.05. Insurance.............................................24 Article XV DISPUTE RESOLUTION 25
Prompt Notice Required. No claim for indemnification hereunder shall be valid unless notice of the matter which may give rise to such claim is given in writing by the party seeking indemnification (the "Indemnitee") to the party from whom indemnification is sought (the "Indemnitor") as soon as reasonably practicable after the Indemnitee becomes aware of such claim, provided that the failure to notify the Indemnitor shall not relieve Indemnitor from any liability which Indemnitor may have to the Indemnitee other than to the extent the Indemnitor is prejudiced by such failure. Such notice shall state that the Indemnitor is required to indemnify the Indemnitee for a Loss and shall specify the nature of the Loss and relevant details thereof and shall specify the time, if known and if any, within which applicable law or procedure requires a response to the claim. The Indemnitor shall notify Indemnitee no later than ten (10) days prior to the required response date, or such shorter time as may be reasonable if a response is required in less than ten (10) days, or if there is no such date, no later than sixty (60) days from such notice of its intention to assume the defense of any such claim. In the event the Indemnitor fails to give such Notice within that time the Indemnitor shall no longer be entitled to assume such defense. If the Indemnitor fails to give Indemnitee Notice of its intention to defend any such claim as provided herein, the Indemnitee shall have the right to assume the defense thereof with counsel of its choice, at the Indemnitor's expense, and defend, settle or otherwise dispose of such claim. With respect to any claim which the Indemnitor fails to promptly defend, the Indemnitor shall not thereafter question the liability of the Indemnitor hereunder to the Indemnitee for any Loss, including reasonable counsel fees and other reasonable expenses of defense.
Prompt Notice Required. As a condition precedent to the indemnity owed by the OLH Parties or LSU (as applicable) to any indemnitee hereunder, the indemnitee must provide prompt written notice to the OLH Parties or LSU (as applicable) of such Losses, and the OLH Parties or LSU (as applicable) shall have and maintain exclusive control over the settlement or other resolution of its Losses. However, in the event the indemnitee fails to give prompt written notice as required hereunder, but such delayed notice does not materially prejudice or impair the indemnifying party’s ability to resolve and/or defend against such Losses in any way, the indemnity obligations owed by the indemnifying party hereunder shall remain.
Prompt Notice Required. You agree to notify Ansbacher promptly in writing by regular or certified mail if you become aware of any of the following: a) failure by you to receive a confirmation of the execution of a transaction made through the Order Entry System within five (5) business days of your online transaction instruction, b) failure to receive an online message that an order initiated by you through the Order Entry System has been received and either (i) rejected, (ii) accepted, or (iii) executed,
Prompt Notice Required. 28 14.4 INDEMNITOR MAY SETTLE .................................... 29 14.5 NO SETTLEMENT BY INDEMNITEE .............................. 29
