Notice by Indemnitee. Indemnitee agrees to notify the Company promptly upon being served with any summons, citation, subpoena, complaint, indictment, information, or other document relating to any Proceeding which may result in the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses hereunder; provided, however, that the failure to give any such notice shall not disqualify Indemnitee from the right, or otherwise affect in any manner any right of Indemnitee, to receive payments of Indemnifiable Amounts or advancements of Indemnifiable Expenses unless the Company’s ability to defend in such Proceeding is materially and adversely prejudiced thereby.
Appears in 73 contracts
Sources: Indemnification Agreement (Watts Water Technologies Inc), Indemnification Agreement (North Haven Private Income Fund LLC), Indemnification Agreement (Stellus Private Credit BDC)
Notice by Indemnitee. Indemnitee agrees to notify the Company promptly upon being served with any summons, citation, subpoena, complaint, indictment, information, or other document relating to any Proceeding which may result in the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses hereunder; provided, however, that the failure to give any such notice shall not disqualify Indemnitee from the right, or otherwise affect in any manner any right of Indemnitee, to receive payments of Indemnifiable Amounts or advancements of Indemnifiable Expenses unless the Company’s 's ability to defend in such Proceeding is materially and adversely prejudiced thereby.
Appears in 14 contracts
Sources: Indemnification Agreement (Westway Group, Inc.), Indemnification Agreement (Helicos Biosciences Corp), Indemnification Agreement (Watts Water Technologies Inc)
Notice by Indemnitee. Indemnitee agrees to notify the Company promptly upon being served with any summons, citation, subpoena, complaint, indictment, information, information or other document relating to any Proceeding which may result in the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses hereunder; provided, however, that the failure to give any such notice shall not disqualify Indemnitee from the right, or otherwise affect in any manner any right of Indemnitee, to receive payments of Indemnifiable Amounts or advancements of Indemnifiable Expenses unless the Company’s ability to defend in such Proceeding is materially and adversely prejudiced thereby.
Appears in 10 contracts
Sources: Employment Agreement (Adial Pharmaceuticals, Inc.), Employment Agreement (ADial Pharmaceuticals, L.L.C.), Employment Agreement (ADial Pharmaceuticals, L.L.C.)
Notice by Indemnitee. Indemnitee agrees to notify the Company promptly upon being served with any summons, citation, subpoena, complaint, indictment, information, or other document relating to any Proceeding which may result in the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses hereunder; provided, however, that the failure to give any such notice shall not disqualify Indemnitee from the right, or otherwise affect in any manner any right of Indemnitee, to receive payments of Indemnifiable Amounts or advancements of Indemnifiable Expenses unless the Company’s ability to defend in such Proceeding Company is materially and adversely prejudiced thereby.
Appears in 10 contracts
Sources: Indemnification Agreement (Circor International Inc), Indemnification Agreement (Analex Corp), Indemnification Agreement (Circor International Inc)
Notice by Indemnitee. Indemnitee agrees to notify the Company promptly upon being served with any summons, citation, subpoena, complaint, indictment, information, or other document relating to any Proceeding which may result in the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses hereunder; provided, however, that the failure to give any such notice shall not disqualify Indemnitee from the right, or otherwise affect in any manner any right of Indemnitee, to receive payments of Indemnifiable Amounts or advancements of Indemnifiable Expenses unless the Company’s 's ability to defend in such Proceeding is materially and adversely prejudiced thereby.
Appears in 9 contracts
Sources: Indemnification Agreement (Albany Molecular Research Inc), Indemnification Agreement (Wyndham International Inc), Indemnification Agreement (Harvard Bioscience Inc)
Notice by Indemnitee. Indemnitee agrees to notify the Company Companies promptly upon being served with any summons, citation, subpoena, complaint, indictment, information, or other document relating to any Proceeding which may result in the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses hereunder; provided, however, that the failure to give any such notice shall not disqualify Indemnitee from the right, or otherwise affect in any manner any right of Indemnitee, to receive payments of Indemnifiable Amounts or advancements of Indemnifiable Expenses unless the Company’s Companies’ ability to defend in such Proceeding is materially and adversely prejudiced therebyprejudiced.
Appears in 8 contracts
Sources: Indemnification Agreement (Ansys Inc), Indemnification Agreement (Ansys Inc), Indemnification Agreement (Ansys Inc)
Notice by Indemnitee. Indemnitee agrees to notify the Company promptly upon being served with any summons, citation, subpoena, complaint, indictment, information, or other document relating to any Proceeding which may result in the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses hereunder; providedPROVIDED, howeverHOWEVER, that the failure to give any such notice shall not disqualify Indemnitee from the right, or otherwise affect in any manner any right of Indemnitee, to receive payments of Indemnifiable Amounts or advancements of Indemnifiable Expenses unless the Company’s 's ability to defend in such Proceeding is materially and adversely prejudiced thereby.
Appears in 7 contracts
Sources: Director Indemnification Agreement (Front Porch Digital Inc), Director Indemnification Agreement (Front Porch Digital Inc), Director Indemnification Agreement (Front Porch Digital Inc)
Notice by Indemnitee. Indemnitee agrees to notify the Company promptly upon being served with any summons, citation, subpoena, complaint, indictment, information, or other document relating to any Proceeding which may result in the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses hereunder; provided, however, that the failure to give any such notice shall not disqualify Indemnitee from the right, or otherwise affect in any manner any right of Indemnitee, to receive payments of Indemnifiable Amounts or advancements of Indemnifiable Expenses unless the Company’s 's ability to defend in such Proceeding is materially and adversely prejudiced thereby.
Appears in 5 contracts
Sources: Indemnification Agreement (PROS Holdings, Inc.), Indemnification Agreement (BladeLogic, Inc.), Indemnification Agreement (Clayton Holdings Inc)
Notice by Indemnitee. Indemnitee agrees to notify the Company promptly upon being served with any summons, citation, subpoena, complaint, indictment, information, or other document relating to any Proceeding which may result in the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses hereunder; provided, however, that the failure to give any such notice shall not disqualify Indemnitee from the right, or otherwise affect in any manner any right of Indemnitee, to receive payments of Indemnifiable Amounts or advancements of Indemnifiable Expenses unless the Company’s ability to defend in such Proceeding is materially and adversely prejudiced thereby.
Appears in 5 contracts
Sources: Indemnification Agreement (Harvard Bioscience Inc), Indemnification Agreement (Harvard Bioscience Inc), Indemnification Agreement (Eyegate Pharmaceuticals Inc)
Notice by Indemnitee. Indemnitee agrees to notify the Company promptly upon being served with any summons, citation, subpoena, complaint, indictment, information, or other document relating to any Proceeding which may result in the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses hereunder; provided, however, that the failure to give any such notice shall not disqualify Indemnitee from the right, or otherwise affect in any manner any right of Indemnitee, to receive payments of Indemnifiable Amounts or advancements of Indemnifiable Expenses unless the Company’s ability to defend in such Proceeding is materially and adversely prejudiced thereby.
Appears in 5 contracts
Sources: Indemnification Agreement (Bellerophon Therapeutics LLC), Indemnification Agreement (Eagle Test Systems, Inc.), Indemnification Agreement (Lemaitre Vascular Inc)
Notice by Indemnitee. Indemnitee agrees to notify the Company promptly upon being served with any summons, citation, subpoena, complaint, indictment, information, or other document relating to any Proceeding which may result in the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses hereunder; provided, however, that the failure to give any such notice shall not disqualify Indemnitee from the right, or otherwise affect in any manner any right of Indemnitee, to receive payments of Indemnifiable Amounts or advancements of Indemnifiable Expenses unless hereunder, except to the extent the Company’s ability to defend in such Proceeding is materially and adversely prejudiced thereby.
Appears in 3 contracts
Sources: Director and Officer Indemnification Agreement (FGX International Holdings LTD), Director and Officer Indemnification Agreement (Liberty Acquisition Holdings Corp.), Director and Officer Indemnification Agreement (FGX International Holdings LTD)
Notice by Indemnitee. Indemnitee agrees Indemnitees agree to notify the Company promptly upon being served with any summons, citation, subpoena, complaint, indictment, information, or other document relating to any Proceeding which may result in the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses hereunder; provided, however, that the failure to give any such notice shall not disqualify any Indemnitee from the right, or otherwise affect in any manner any right of Indemnitee, to receive payments of Indemnifiable Amounts or advancements of Indemnifiable Expenses unless the Company’s ability to defend in such Proceeding is materially and adversely prejudiced thereby.
Appears in 3 contracts
Sources: Indemnification Agreement (Trustwave Holdings, Inc.), Indemnification Agreement (Trustwave Holdings, Inc.), Indemnification Agreement (Trustwave Holdings, Inc.)
Notice by Indemnitee. Indemnitee agrees to notify the Company promptly upon being served with any summons, citation, subpoena, complaint, indictment, information, or other document relating to any Proceeding which may result in the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses hereunder; provided, however, that the failure to give any such notice shall not disqualify Indemnitee from the right, or otherwise affect in any manner any right of Indemnitee, to receive payments of Indemnifiable Amounts or advancements of Indemnifiable Expenses unless except to the extent the Company’s ability to defend in such Proceeding is materially and adversely prejudiced thereby.
Appears in 3 contracts
Sources: Indemnification Agreement (Monotype Imaging Holdings Inc.), Director Indemnification Agreement (Eyeblaster Inc), Director Indemnification Agreement (Cardtronics LP)
Notice by Indemnitee. Indemnitee agrees to notify the Company promptly upon being served with any summons, citation, subpoena, complaint, indictment, information, or other document relating to any Proceeding which may result in the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses hereunder; provided, however, that the failure to give any such notice shall not disqualify Indemnitee from the right, or otherwise affect in any manner any right of Indemnitee, to receive payments of Indemnifiable Amounts or advancements of Indemnifiable Expenses unless the Company’s 's ability to defend in such Proceeding is actually and materially and adversely prejudiced thereby.
Appears in 2 contracts
Sources: Indemnification Agreement, Indemnification Agreement (GrowGeneration Corp.)
Notice by Indemnitee. Indemnitee agrees to notify the Company promptly upon being served with any summons, citation, subpoena, complaint, indictment, information, or other document relating to any Proceeding which may result in the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses hereunder; provided, however, that the failure to give any such notice shall not disqualify Indemnitee from the right, or otherwise affect in any manner any right of Indemnitee, to receive payments of Indemnifiable Amounts or advancements of Indemnifiable Expenses unless unless, and then only to the extent of, the Company’s ability to defend in such Proceeding is materially and adversely prejudiced thereby.
Appears in 2 contracts
Sources: Indemnification Agreement (MagnaChip Semiconductor LTD (United Kingdom)), Indemnification Agreement (Magnachip Semiconductor LLC)
Notice by Indemnitee. Indemnitee agrees to notify the Company -------------------- promptly upon being served with any summons, citation, subpoena, complaint, indictment, information, or other document relating to any Proceeding which may result in the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses hereunder; provided, however, that the failure to give any such notice shall not disqualify Indemnitee from the right, or otherwise affect in any manner any right of Indemnitee, to receive payments of Indemnifiable Amounts or advancements of Indemnifiable Expenses unless the Company’s 's ability to defend in such Proceeding is materially and adversely prejudiced thereby.
Appears in 2 contracts
Sources: Director Indemnification Agreement (C Quential Inc), Indemnification Agreement (Digitas Inc)
Notice by Indemnitee. Indemnitee agrees to notify the Company -------------------- promptly upon being served with any summons, citation, subpoena, complaint, indictment, information, or other document relating to any Proceeding which may result in the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses hereunder; provided, however, that the failure to give any such notice shall not disqualify Indemnitee from the right, or otherwise affect in any manner any right of Indemnitee, to receive payments of Indemnifiable Amounts or advancements of Indemnifiable Expenses unless the Company’s 's ability to defend in such Proceeding is materially and adversely prejudiced thereby.
Appears in 2 contracts
Sources: Indemnification Agreement (Cypress Communications Inc), Indemnification Agreement (Little Switzerland Inc/De)
Notice by Indemnitee. Indemnitee agrees to notify the Company -------------------- promptly upon being served with any summons, citation, subpoena, complaint, indictment, information, or other document relating to any Proceeding which may result in the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses hereunder; provided, however, that the failure to give -------- ------- any such notice shall not disqualify Indemnitee from the right, or otherwise affect in any manner any right of Indemnitee, to receive payments of Indemnifiable Amounts or advancements of Indemnifiable Expenses unless the Company’s 's ability to defend in such Proceeding is materially and adversely prejudiced thereby.
Appears in 2 contracts
Sources: Indemnification Agreement (Albany Molecular Research Inc), Indemnification Agreement (Circor International Inc)
Notice by Indemnitee. Indemnitee agrees to notify the Company promptly upon being served with any summons, citation, subpoena, complaint, indictment, information, or other document relating to any Proceeding which may result in the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses hereunder; provided, however, that the failure to give any such notice shall not disqualify Indemnitee from the right, or otherwise affect in any manner any right of Indemnitee, to receive payments of Indemnifiable Amounts or advancements of Indemnifiable Expenses unless and to the extent the Company’s ability to defend in such Proceeding is materially and adversely prejudiced thereby.
Appears in 1 contract
Notice by Indemnitee. Indemnitee agrees to notify the Company promptly upon being served with any summons, citation, subpoena, complaint, indictment, information, or other document relating to any Proceeding which that may result in the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses hereunder; provided, however, that the failure to give any such notice shall not disqualify Indemnitee from the right, or otherwise affect in any manner any right of Indemnitee, to receive payments of Indemnifiable Amounts or advancements of Indemnifiable Expenses unless the Company’s 's ability to defend in such Proceeding is materially and adversely prejudiced thereby.
Appears in 1 contract
Notice by Indemnitee. Indemnitee agrees to notify the Company promptly upon being served with any summons, citation, subpoena, complaint, indictment, information, or other document relating to any Proceeding which may result in the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses hereunder; provided, however, that the failure to give any such notice shall not disqualify Indemnitee from the right, or otherwise affect in any manner any right of Indemnitee, to receive payments of Indemnifiable Indemnifable Amounts or advancements of Indemnifiable Expenses unless the Company’s ability to defend in such Proceeding is materially and adversely prejudiced thereby.
Appears in 1 contract
Sources: Securities Purchase Agreement (Ign Entertainment Inc)
Notice by Indemnitee. Indemnitee agrees to notify the Company promptly upon being served with any summons, citation, subpoena, complaint, indictment, information, or other document relating to any Proceeding which may result in the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses hereunder; providedPROVIDED, howeverHOWEVER, that the failure to give any such notice shall not disqualify Indemnitee from the right, or otherwise affect in any manner any right of Indemnitee, to receive payments of Indemnifiable Amounts or advancements of Indemnifiable Expenses unless the Company’s 's ability to defend in such Proceeding is materially and adversely prejudiced thereby.
Appears in 1 contract
Notice by Indemnitee. Indemnitee agrees to notify the Company promptly upon being served with any summons, citation, subpoena, complaint, indictment, information, or other document relating to any Proceeding which may result in the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses hereunder; providedprovide, however, that the failure to give any such notice shall not disqualify Indemnitee from the right, or otherwise affect in any manner any right of Indemnitee, to receive payments of Indemnifiable Amounts or advancements of Indemnifiable Expenses unless the Company’s 's ability to defend in such Proceeding is materially and adversely prejudiced thereby.
Appears in 1 contract
Sources: Indemnification Agreement (Metretek Technologies Inc)
Notice by Indemnitee. Indemnitee agrees to notify the Company promptly upon being served with any summons, citation, subpoena, complaint, indictment, information, or other document relating to any Proceeding which may result in the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses hereunder; provided, however, that the failure to give any such notice shall not disqualify Indemnitee from the right, or otherwise affect in any manner any right of Indemnitee, to receive payments of Indemnifiable Amounts or advancements of Indemnifiable Expenses unless and to the extent the Company’s ability to defend in such Proceeding is materially and adversely prejudiced thereby.
Appears in 1 contract
Notice by Indemnitee. Indemnitee agrees to notify the Company promptly upon being served with any summons, citation, subpoena, complaint, indictment, information, or other document relating to any Proceeding which may result in the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses hereunder; provided, however, that the failure to give any such notice shall not disqualify the Indemnitee from the right, or otherwise affect in any manner any right of Indemnitee, to receive payments of Indemnifiable Amounts or advancements of Indemnifiable Expenses unless the Company’s ability to defend in such Proceeding is materially and adversely prejudiced thereby.
Appears in 1 contract
Sources: Indemnification Agreement (Trustwave Holdings, Inc.)
Notice by Indemnitee. Indemnitee agrees to shall notify the Company promptly upon being served with any summons, citation, subpoena, complaint, indictment, information, information or other document relating to any Proceeding which that may result in the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses hereunder; provided, however, that the failure to give any such notice shall does not disqualify Indemnitee from the right, or otherwise affect in any manner any right of Indemnitee, to receive payments of Indemnifiable Amounts or advancements of Indemnifiable Expenses unless except to the extent the Company’s 's ability to defend in such Proceeding is materially and adversely prejudiced thereby.
Appears in 1 contract
Notice by Indemnitee. Indemnitee agrees to notify the Company promptly in writing upon being served with any summons, citation, subpoena, complaint, indictment, information, or other document relating to any Proceeding which may result in the payment indemnification of Indemnifiable Amounts or the advancement of Indemnifiable Expenses hereunder; provided, however, that the failure to give any such notice shall not disqualify Indemnitee from the right, or otherwise affect in any manner any right of Indemnitee, to receive payments indemnification of Indemnifiable Amounts or advancements of Indemnifiable Expenses unless hereunder, except to the extent the Company’s ability to defend in such Proceeding is materially and adversely prejudiced thereby.
Appears in 1 contract
Sources: Indemnification Agreement (American Defense Systems Inc)
Notice by Indemnitee. Indemnitee agrees to notify the Company promptly upon being served with any summons, citation, subpoena, complaint, indictment, information, information or other document relating to any Proceeding which may result in the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses hereunder; provided, however, that the failure to give any such notice shall not disqualify Indemnitee from the right, or otherwise affect in any manner any right of Indemnitee, to receive payments of Indemnifiable Amounts or advancements of Indemnifiable Expenses unless the Company’s 's ability to defend in such Proceeding is materially and adversely prejudiced thereby.
Appears in 1 contract
Notice by Indemnitee. Indemnitee agrees to notify the Company promptly -------------------- upon being served with any summons, citation, subpoena, complaint, indictment, information, or other document relating to any Proceeding which may result in the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses hereunder; provided, however, that the failure to give any such notice -------- ------- shall not disqualify Indemnitee from the right, or otherwise affect in any manner any right of Indemnitee, to receive payments of Indemnifiable Amounts or advancements of Indemnifiable Expenses unless the Company’s 's ability to defend in such Proceeding is materially and adversely prejudiced thereby.,
Appears in 1 contract
Notice by Indemnitee. Indemnitee agrees to notify the Company promptly -------------------- upon being served with any summons, citation, subpoena, complaint, indictment, information, or other document relating to any Proceeding which may result in the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses hereunder; hereunder provided, however, that the failure to give any such notice shall not disqualify Indemnitee from the right, or otherwise affect in any manner any right of Indemnitee, to receive payments of Indemnifiable Amounts or advancements of Indemnifiable Expenses unless the Company’s 's ability to defend in such Proceeding is materially and adversely prejudiced thereby.
Appears in 1 contract
Sources: Executive Employment Agreement (Wyndham International Inc)
Notice by Indemnitee. Indemnitee agrees to notify the Company Corporation promptly upon being served with any summons, citation, subpoena, complaint, indictment, information, information or other document relating to any Proceeding which that may result in the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses hereunder; provided, however, that the failure to give any such notice shall not disqualify Indemnitee from the right, or otherwise affect in any manner any right of Indemnitee, to receive payments of Indemnifiable Amounts or advancements of Indemnifiable Expenses unless the CompanyCorporation’s ability to defend in such Proceeding is materially and adversely prejudiced thereby.
Appears in 1 contract
Sources: Indemnification Agreement (Proteostasis Therapeutics, Inc.)
Notice by Indemnitee. Indemnitee agrees to notify the Company -------------------- promptly upon being served with any summons, citation, subpoena, complaint, indictment, information, or other document relating to any Proceeding which may result in the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses hereunder; providedprovide, however, that the failure to give any such notice shall not disqualify Indemnitee from the right, or otherwise affect in any manner any right of Indemnitee, to receive payments of Indemnifiable Amounts or advancements of Indemnifiable Expenses unless the Company’s 's ability to defend in such Proceeding is materially and adversely prejudiced thereby.
Appears in 1 contract