Common use of Submission of Claims Clause in Contracts

Submission of Claims. Whenever any Proceeding shall occur as to which indemnification under this Agreement may be sought by the Indemnitee, the Indemnitee shall give the Corporation written notice thereof as promptly as reasonably practicable after the Indemnitee has actual knowledge of such Proceeding (an "Indemnification Notice"). The Indemnification Notice shall specify in reasonable detail the facts known to the Indemnitee giving rise to such Proceeding, the positions and allegations of the parties to such Proceeding and the factual bases therefor, and the amount or an estimate of the amount of Liabilities and Expenses reasonably expected to arise therefrom. A delay by the Indemnitee in providing such notice shall not relieve the Corporation from its obligations under this Agreement unless and only to the extent that the Corporation is materially and adversely affected by the delay. If the Indemnitee desires to personally retain the services of an attorney in connection with any Proceeding, the Indemnitee shall notify the Corporation of such desire in Indemnification Notice relating thereto, and such notice shall identify the counsel to be retained.