Common use of Procedures for Notification and Defense of Claim Clause in Contracts

Procedures for Notification and Defense of Claim. (a) The Indemnitee shall notify the Indemnitors in writing of any matter with respect to which the Indemnitee intends to seek indemnification or advancement of Expenses as soon as reasonably practicable following the receipt by the Indemnitee of notice thereof. The written notification to the Indemnitors shall include, in reasonable detail, a description of the nature of the Proceeding and the facts underlying the Proceeding. The failure by the Indemnitee to notify the Indemnitors will not relieve the Indemnitors from any liability that it may have to the Indemnitee hereunder or otherwise than under this Deed, and any delay in so notifying the Indemnitors shall not constitute a waiver by the Indemnitee of any rights, except to the extent that such failure or delay materially prejudices the Indemnitors.