Assertion of Claims. (a) In the event that a Person (the “Indemnified Party”) desires to assert its right to indemnification from a Person (an “Indemnifying Party”) required to indemnify such Indemnified Party under this Section 12, the Indemnified Party will give the Indemnifying Party prompt notice of the claim giving rise thereto (a “Claim”), and the Indemnifying Party shall undertake the defense thereof (unless the Claim is asserted against or related to or results from any action or failure to take action by such Indemnifying Party). The failure to promptly notify the Indemnifying Party hereunder shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent that the Indemnifying Party is actually prejudiced by the failure to so notify promptly.
Appears in 3 contracts
Samples: Operating Agreement, Operating Agreement (Sandisk Corp), Operating Agreement of Flash (Sandisk Corp)
Assertion of Claims. (a) In the event that a Person (the “"Indemnified Party”") desires to assert its right to indemnification from a Person (an “"Indemnifying Party”") required to indemnify such Indemnified Party under this Section 12Article XII, the Indemnified Party will give the Indemnifying Party prompt notice of the claim giving rise thereto (a “"Claim”"), and the Indemnifying Party shall undertake the defense thereof (unless the Claim is asserted against or related to or results from any action or failure to take action by such Indemnifying Party). The failure to promptly notify the Indemnifying Party hereunder shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent that the Indemnifying Party is actually prejudiced by the failure to so notify promptly.
Appears in 2 contracts
Samples: Report Title (Sandisk Corp), New Operating Agreement (Sandisk Corp)
Assertion of Claims. (a) In the event that a Person (the “"Indemnified Party”") desires to assert its right to indemnification from a Person (an “"Indemnifying Party”") required to indemnify such Indemnified Party under this Section 12, the Indemnified Party will give the Indemnifying Party prompt notice of the claim giving rise thereto (a “"Claim”"), and the Indemnifying Party shall undertake the defense thereof (unless the Claim is asserted against or related to or results from any action or failure to take action by such Indemnifying Party). The failure to promptly notify the Indemnifying Party hereunder shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent that the Indemnifying Party is actually prejudiced by the failure to so notify promptly.
Appears in 1 contract
Samples: Sandisk Corp
Assertion of Claims. (a) In the event that a Person (the “"Indemnified Party”") desires to assert its right to indemnification from a Person (an “"Indemnifying Party”") required to indemnify such Indemnified Party under this Section 12, the Indemnified Party will give the Indemnifying Party prompt notice of the claim giving rise thereto (a “"Claim”"), and the Indemnifying Party shall undertake the defense thereof (unless the Claim is asserted against or related to or results from any action or failure to take action by such Indemnifying Party). The EXECUTION VERSION failure to promptly notify the Indemnifying Party hereunder shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent that the Indemnifying Party is actually prejudiced by the failure to so notify promptly.
Appears in 1 contract
Assertion of Claims. (a) In the event that a Person (the “Indemnified Party”) desires to assert its right to indemnification from a Person (an “Indemnifying Party”) required to indemnify such Indemnified Party under this Section 12, the Indemnified Party will give the Indemnifying Party prompt notice of the claim giving rise thereto (a “Claim”), and the Indemnifying Party shall undertake the defense thereof (unless the Claim is asserted against or related to or results from any action or failure to take action by such Indemnifying Party). The failure to promptly notify the Indemnifying Party hereunder Execution Version shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent that the Indemnifying Party is actually prejudiced by the failure to so notify promptly.
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