H3 or its Shareholders Clause Samples

H3 or its Shareholders shall notify UFSY in writing after the occurrence of any event or the discovery of any fact which, in its opinion, entitles or may entitle it to indemnification under this paragraph, provided that the failure to give such notice shall not affect the liability of UFSY under this paragraph except to the extent that it can prove that a failure to give such notice adversely affects to a material degree its ability to defend itself against a claim or to cure a default giving rise to a claim. With respect to a threatened or asserted claim by third parties, UFSY, subject to the provisions of this paragraph, shall, at its expense, promptly defend such claim in a manner which would be required by the exercise of reasonable prudence by counsel of its own choosing acting in the exercise of its reasonable discretion. H3 or its Shareholders shall cooperate with UFSY in such defense, but H3 or its Shareholders shall not be required to incur any expense.