Common use of Notice by Indemnitee Clause in Contracts

Notice by Indemnitee. Indemnitee shall give notice in writing to the Company as soon as practicable after Indemnitee becomes aware of any Claim with respect to which indemnification will or could be sought under this Agreement; provided the failure of Indemnitee to give such notice, or any delay in giving such notice, shall not relieve the Company of its obligations under this Agreement except to the extent the Company is actually prejudiced to any such failure or delay.

Appears in 10 contracts

Samples: Indemnification Agreement (Friedmans Inc), Indemnification Agreement (Corporatefamily Solutions Inc), Indemnification Agreement (Bright Horizons Family Solutions Inc)

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Notice by Indemnitee. Indemnitee shall give the Company notice in writing to the Company as soon as practicable after Indemnitee becomes aware of any Claim with Proceeding in respect of which Indemnitee intends to which seek indemnification will or could advancement of Expenses hereunder. Notice to the Company shall be sought under directed to the General Counsel of the Company at the address shown in Section 16(a) of this Agreement; provided Agreement (or such other address as the failure of Company shall designate in writing to Indemnitee). The omission by Indemnitee to give such notice, or any delay in giving such notice, shall so notify the Company will not relieve the Company of its obligations under this Agreement except from any liability that it may have to the extent the Company is actually prejudiced to any such failure Indemnitee hereunder or delayotherwise.

Appears in 6 contracts

Samples: Indemnification Agreement (Emcore Corp), Indemnification Agreement, Indemnification Agreement (Simulations Plus Inc)

Notice by Indemnitee. Indemnitee shall give notice in writing to the Company as soon as practicable after Indemnitee becomes aware of any Claim with respect to which indemnification will or could be sought under this Agreement; provided the failure of Indemnitee to give such notice, or any delay in giving such notice, shall not relieve the Company of its obligations under this Agreement except to the extent the Company is actually prejudiced to by any such failure or delay.

Appears in 6 contracts

Samples: Indemnification Agreement (Bath & Body Works, Inc.), Indemnification Agreement (Victoria's Secret & Co.), Form of Indemnification Agreement (Victoria's Secret & Co.)

Notice by Indemnitee. The Indemnitee shall give notice in writing to the Company as soon as practicable after the Indemnitee becomes aware of any Claim with respect to which indemnification will or could be sought under this Agreement; provided the failure of the Indemnitee to give such notice, or any delay in giving such notice, shall not relieve the Company of its obligations under this Agreement except to the extent the Company is actually prejudiced to by any such failure or delay.

Appears in 4 contracts

Samples: Indemnification Agreement (Gaylord Entertainment Co /De), Indemnification Agreement (Gaylord Entertainment Co /De), Indemnification Agreement (Gaylord Entertainment Co /De)

Notice by Indemnitee. Indemnitee shall give notice in writing to the Company Corporation as soon as practicable after Indemnitee becomes aware of any Claim with respect to which indemnification will or could be sought under this Agreement; provided that the failure of Indemnitee to give such notice, or any delay in giving such notice, notice shall not relieve the Company Corporation of its any obligations it may have to Indemnitee otherwise than under this Agreement except to the extent the Company is actually prejudiced to any such failure or delayAgreement.

Appears in 4 contracts

Samples: Indemnification Agreement (Idacorp Inc), Director Indemnification Agreement (Idacorp Inc), Officer Indemnification Agreement (Idacorp Inc)

Notice by Indemnitee. Indemnitee shall give notice in writing to --------------------- the Company as soon as practicable after Indemnitee becomes aware of any Claim with respect to which indemnification will or could be sought under this Agreement; provided the failure of Indemnitee to give such notice, or any delay in giving such notice, shall not relieve the Company of its obligations under this Agreement except to the extent the Company is actually prejudiced to by any such failure or delay.

Appears in 2 contracts

Samples: Indemnification Agreement (Limited Inc), Indemnification Agreement (Limited Inc)

Notice by Indemnitee. Indemnitee shall give the Company notice in writing to the Company as soon as practicable after Indemnitee becomes aware of any Claim with Proceeding in respect of which Indemnitee intends to which seek indemnification will or could advancement of Expenses hereunder. Notice to the Company shall be sought under directed to the General Counsel of the Company at the address shown in Section 15(a) of this Agreement; provided Agreement (or such other address as the failure of Company shall designate in writing to Indemnitee). The omission by Indemnitee to give such notice, or any delay in giving such notice, shall so notify the Company will not relieve the Company of its obligations under this Agreement except from any liability that it may have to the extent the Company is actually prejudiced to any such failure Indemnitee hereunder or delayotherwise.

Appears in 2 contracts

Samples: Indemnification Agreement (Liberator Medical Holdings, Inc.), Indemnification Agreement (Liberator Medical Holdings, Inc.)

Notice by Indemnitee. Indemnitee shall give the Company notice in writing to the Company as soon as practicable after Indemnitee becomes aware of any Claim with Proceeding in respect of which Indemnitee intends to which seek indemnification will or could advancement of Expenses hereunder. Notice to the Company shall be sought under directed to the General Counsel of the Company at the address shown in Section 17(a) of this Agreement; provided Agreement (or such other address as the failure of Company shall designate in writing to Indemnitee). The omission by Indemnitee to give such notice, or any delay in giving such notice, shall so notify the Company will not relieve the Company of its obligations under this Agreement except from any liability that it may have to the extent the Company is actually prejudiced to any such failure Indemnitee hereunder or delayotherwise.

Appears in 1 contract

Samples: Indemnification Agreement (Majesco)

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Notice by Indemnitee. Indemnitee shall give notice in writing to the -------------------- Company as soon as practicable after Indemnitee becomes aware of any Claim with respect to which indemnification will or could be sought under this Agreement; provided the failure of Indemnitee to give such notice, or any delay in giving such notice, shall not relieve the Company of its obligations under this Agreement except to the extent the Company is actually prejudiced to by any such failure or delay.

Appears in 1 contract

Samples: Indemnification Agreement (Limited Inc)

Notice by Indemnitee. Indemnitee shall give notice in writing to -------------------- the Company as soon as practicable after Indemnitee becomes aware of any Claim with respect to which indemnification will or could be sought under this Agreement; provided the failure of Indemnitee to give such notice, or any delay in giving such notice, shall not relieve the Company of its obligations under this Agreement except to the extent the Company is actually prejudiced to by any such failure or delay.

Appears in 1 contract

Samples: Indemnification Agreement (Limited Inc)

Notice by Indemnitee. Indemnitee shall give notice in writing to the --------------------- Company as soon as practicable after Indemnitee becomes aware of any Claim with respect to which indemnification will or could be sought under this Agreement; provided the failure of Indemnitee to give such notice, or any delay in giving such notice, shall not relieve the Company of its obligations under this Agreement except to the extent the Company is actually prejudiced to by any such failure or delay.

Appears in 1 contract

Samples: Indemnification Agreement (Abercrombie & Fitch Co /De/)

Notice by Indemnitee. Indemnitee shall give notice in writing to the Company as soon as practicable after Indemnitee becomes aware of any Claim with respect to which indemnification will or could be sought under this Agreement; provided provided, however, that the failure of Indemnitee to give such notice, or any delay in giving such notice, shall not relieve the Company of its obligations under this Agreement except to the extent the Company is actually prejudiced to by any such failure or delay.

Appears in 1 contract

Samples: Draft Indemnification Agreement (Luminex Corp)

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