Notice and Proceedings. (a) Any Shareholder that believes it may be entitled to a payment under this Agreement as a result of a Proceeding shall use reasonable efforts to promptly notify the Company of such Proceeding.
Notice and Proceedings. If Employee wishes to claim a payment under the provisions of Paragraph 1 of this Agreement, upon learning of any such claim, assessment, action, suit, proceeding or investigation by any governmental entity (a "Third-Party Claim"), Employee shall promptly notify the Company thereof, but the failure to so notify shall not relieve the Company of any liability it may have to Employee, except to the extent such failure materially prejudices the Company. In the event of any such Third-Party Claim, (i) the Company shall have the right to assume the defense thereof and the Company shall not be liable to Employee for any attorneys' fees or expenses of other counsel or any other expenses subsequently incurred by Employee in connection with the defense thereof, except that if the Company elects not to assume such defense or fails to make the payments contemplated by this Agreement, Employee may retain counsel satisfactory to the Company, and the Company shall pay all reasonable attorney's fees and expenses of such counsel promptly following receipt of a statement therefor; provided, however, that the Company shall be obligated pursuant to this Paragraph 2 to pay for only one firm of counsel for Employee in any jurisdiction, and (ii) Employee will cooperate in the defense of any such Third-Party Claim (including, without limitation, by permitting the Company and its representatives, at times and dates mutually acceptable to the parties, to inspect, review and make copies of Employee's income tax returns and related records as the Company deems necessary or appropriate from time to time). Notwithstanding the foregoing, the Company shall not have any obligation hereunder to Employee if and when a court of competent jurisdiction shall ultimately determine, and such determination shall have become final, that the making of the payment in the manner contemplated hereby is prohibited by applicable law. The Company shall not, without the prior written consent of Employee, settle, compromise or offer to settle or compromise any Third-Party Claim on a basis that would result in (i) the imposition of a consent order, injunction or decree that would restrict the future activity or conduct of Employee, or (ii) a finding or admission of a violation of law by Employee.
Notice and Proceedings. Any Shareholder that believes it may be entitled to a payment under this Agreement as a result of a Proceeding shall use reasonable efforts to promptly notify the Company of such Proceeding. The Company will have the option to represent itself in any Proceeding, at its own expense and using advisors of the Company’s choice. Each Shareholder shall cooperate fully with the Company in any Proceeding and shall have the right, but not the obligation, to participate in such Proceeding at its own expense. Breach by any Shareholder of any of the provisions of this Section 4.01 will terminate the Company’s obligation to make payments to such Shareholder under Article II, to the extent any such breach prejudices the result of any Proceeding.
Notice and Proceedings. If Viacom shall fail to deliver to the Partnership the Viacom Estoppel or the Updated Viacom Estoppel within the time periods for providing same pursuant to the Viacom Lease, then the Partnership shall promptly thereafter, in accordance with the applicable provisions of the Viacom Lease, deliver to Viacom a notice of default and to cure with respect thereto which, in substance, shall (i) recite the specific nature of Viacom's default in failing to deliver an estoppel certificate in accordance with the requirements of the Viacom Lease, and (ii) notify Viacom that, in the event Viacom fails to cure such default by delivering an estoppel in accordance with the requirements of the Viacom Lease within the cure period applicable to such default under the Viacom Lease, the Partnership reserves its right to exercise all rights and remedies available under the Viacom Lease, including, without limitation, the right to terminate the Viacom Lease (it being agreed that the Partnership will consult with Investor as to the form of such notice of default and cure). If after the giving of such notice and the expiration of all applicable cure periods Viacom shall have failed to deliver the Viacom Estoppel or the Updated Viacom Estoppel, then the Partnership shall commence (no later than five (5) business days following the expiration of all applicable notice and cure periods) and diligently prosecute a proceeding to compel Viacom to comply with the provisions of the Viacom Lease requiring it to provide the Viacom Estoppel or the Updated Viacom Estoppel, as the case may be. If Viacom shall commence a legal proceeding against the Partnership relating to the notice of default, the Partnership shall, as part of such proceeding, timely request the applicable court having jurisdiction thereover to order Viacom to deliver the Viacom Estoppel or the Updated Viacom Estoppel, as the case may be, and to order dismissal of the action in favor of the Partnership. If, on the Closing Date, any proceeding shall be on-going with respect to the Updated Viacom Estoppel, the Partnership shall execute such documents as Investor shall reasonably request and otherwise reasonably cooperate with Investor (and Fee Owner), at Investor's sole cost and expense, to have Fee Owner substituted into such proceeding as the Partnership's successor-in-interest and new landlord under the Viacom Lease.
