Common use of Notice and Cooperation by Indemnitee Clause in Contracts

Notice and Cooperation by Indemnitee. Indemnitee shall, as a condition precedent to Indemnitee's right to be indemnified under this Agreement, give the Company notice in writing as soon as practicable of any Claim made against Indemnitee for which indemnification will or could be sought under this Agreement; but the Indemnitee's failure to so notify the Company shall not relieve the Company from any liability that it may have to Indemnitee under this Agreement, except to the extent that the Company is able to establish that its ability to avoid liability under such Claim was prejudiced in a material respect by such failure. Notice to the Company shall be directed to a Service Receiver at the address of the Company shown on the signature page of this Agreement (or such other address as the Company shall designate in writing to Indemnitee). In addition, Indemnitee shall, at the expense of the Company, provide the Company with such information and cooperation with respect to a Claim, or any matters related to such Claim, as it may reasonably require in connection with the indemnification provided for herein and as shall be within Indemnitee's power. Any costs or expenses (including attorneys' fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating shall be borne by the Company (irrespective of the determination as to Indemnitee's entitlement to indemnification), which shall pay any such amount within fifteen (15) days after receiving a request therefor from Indemnitee, and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

Notice and Cooperation by Indemnitee. Indemnitee shall, as a condition precedent to Indemnitee's ’s right to be indemnified under this Agreement, give the Company notice in writing as soon as practicable of any Claim made against Indemnitee for which indemnification will or could be sought under this Agreement; but the Indemnitee's failure to so notify the Company shall not relieve the Company from any liability that it may have to Indemnitee under this Agreement, except to the extent that the Company is able to establish that its ability to avoid liability under such Claim was prejudiced in a material respect by such failure. Notice to the Company shall be directed to a Service Receiver at the address of the Company shown on the signature page of this Agreement (or such other address as the Company shall designate in writing to Indemnitee). In addition, Indemnitee shall, at the expense of the Company, provide the Company with such information and cooperation with respect to a Claim, or any matters related to such Claim, as it may reasonably require in connection with the indemnification provided for herein and as shall be within Indemnitee's ’s power. Any costs or expenses (including attorneys' fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating shall be borne by the Company (irrespective of the determination as to Indemnitee's ’s entitlement to indemnification), which shall pay any such amount within fifteen (15) days after receiving a request therefor from Indemnitee, and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

Notice and Cooperation by Indemnitee. Indemnitee shall, as a condition precedent to Indemnitee's his/her right to be indemnified under this Agreement, to the extent permitted by applicable law, give the Company notice in writing as soon as reasonably practicable of any Claim claim made against Indemnitee for which indemnification will or could be sought under this Agreement; but , provided that the Indemnitee's failure delay of Indemnitee to so notify the Company give notice hereunder shall not relieve prejudice any of Indemnitee’s rights hereunder, unless such delay results in the Company from any liability that it may have to Indemnitee under this Agreement, except to the extent that the Company is able to establish that its ability to avoid liability under such Claim was prejudiced in a Company’s forfeiture of material respect by such failuresubstantive rights or defenses. Notice to the Company shall be directed to a Service Receiver given in accordance with Section 6.7 below. If, at the address time of receipt of such notice, the Company shown on the signature page of this Agreement (or such other address as has directors’ and officers’ liability insurance policies in effect, the Company shall designate in writing give prompt notice to its insurers of the Proceeding relating to the notice. The Company shall thereafter take all necessary and desirable action to cause such insurers to pay, on behalf of Indemnitee), all Expenses payable as a result of such Proceeding. In addition, Indemnitee shallshall give the Company such cooperation as the Company may reasonably request and the Company shall give the Indemnitee such cooperation as the Indemnitee may reasonably request, at the expense of including providing any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee or the Company, provide as the Company with such information and cooperation with respect to a Claim, or any matters related to such Claim, as it case may reasonably require in connection with the indemnification provided for herein and as shall be within Indemnitee's power. Any costs or expenses (including attorneys' fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating shall be borne by the Company (irrespective of the determination as to Indemnitee's entitlement to indemnification), which shall pay any such amount within fifteen (15) days after receiving a request therefor from Indemnitee, and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrombe.

Notice and Cooperation by Indemnitee. Indemnitee shall, as a condition precedent to Indemnitee's his right to be indemnified under this Agreement, give the Company notice in writing as soon as practicable of any Claim claim made against Indemnitee for which indemnification will or could be sought under this Agreement; but , provided that the Indemnitee's failure delay of Indemnitee to so notify the Company give notice hereunder shall not relieve prejudice any of Indemnitee’s rights hereunder, unless such delay results in the Company from any liability that it may have to Indemnitee under this Agreement, except to the extent that the Company is able to establish that its ability to avoid liability under such Claim was prejudiced in a material respect by such failureCompany’s forfeiture of substantive rights or defenses. Notice to the Company shall be directed to a Service Receiver given in accordance with Section G.7 below. If, at the address time of receipt of such notice, the Company shown on the signature page of this Agreement (or such other address as has directors’ and officers’ liability insurance policies in effect, the Company shall designate in writing give prompt notice to its insurers of the Proceeding relating to the notice. The Company shall thereafter take all necessary and desirable action to cause such insurers to pay, on behalf of Indemnitee), all Expenses payable as a result of such Proceeding. In addition, Indemnitee shallshall give the Company such cooperation as the Company may reasonably request and the Company shall give the Indemnitee such cooperation as the Indemnitee may reasonably request, at the expense of including providing any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee or the Company, provide as the Company with such information and cooperation with respect to a Claim, or any matters related to such Claim, as it case may reasonably require in connection with the indemnification provided for herein and as shall be within Indemnitee's power. Any costs or expenses (including attorneys' fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating shall be borne by the Company (irrespective of the determination as to Indemnitee's entitlement to indemnification), which shall pay any such amount within fifteen (15) days after receiving a request therefor from Indemnitee, and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrombe.

Notice and Cooperation by Indemnitee. Indemnitee shall, as a condition precedent to Indemnitee's right to be indemnified under this Agreement, shall give the Company notice in writing as soon as reasonably practicable of any Claim claim made against Indemnitee for which indemnification will or could be sought under this Agreement following receipt by Indemnitee of written notice thereof, provided that the delay of Indemnitee to give notice hereunder shall not prejudice any of Indemnitee’s rights hereunder, unless such delay results in the Company’s forfeiture of substantive rights or defenses. Notice to the Company shall be given in accordance with Section F.7 below. The written notification to the Company shall include a description of the nature of the Proceeding and the facts underlying the Proceeding. To obtain indemnification under this Agreement; but , Indemnitee shall submit to the Indemnitee's failure Company a written request, including therein or therewith such documentation and information as is reasonably available to so Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification following the final disposition of such Proceeding. The omission by Indemnitee to notify the Company shall hereunder will not relieve the Company from any liability that which it may have to Indemnitee hereunder or otherwise than under this Agreement unless such failure materially prejudices the Company, and any delay in so notifying the Company shall not constitute a waiver by Indemnitee of any rights under this Agreement, except to the extent that . The Secretary of the Company is able to establish shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors in writing that its ability to avoid Indemnitee has requested indemnification. If, at the time of receipt of such notice, the Company has directors’ and officers’ liability under such Claim was prejudiced insurance policies in a material respect by such failure. Notice to effect, the Company shall be directed give prompt notice to a Service Receiver at the address its insurers of the Company shown on Proceeding relating to the signature page of this Agreement (or such other address as the notice. The Company shall designate in writing thereafter take all necessary and desirable actions to cause such insurers to pay, on behalf of Indemnitee), all Expenses payable as a result of such Proceeding. In addition, Indemnitee shall, at the expense of the Company, provide shall give the Company with such information and cooperation with respect to a Claim, or any matters related to such Claim, as it the Company may reasonably require in connection with the indemnification provided for herein and as shall be within Indemnitee's power. Any costs or expenses (including attorneys' fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating shall be borne by the Company (irrespective of the determination as to Indemnitee's entitlement to indemnification), which shall pay any such amount within fifteen (15) days after receiving a request therefor from Indemnitee, and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefromrequest.

Notice and Cooperation by Indemnitee. Indemnitee shall, as a condition precedent to Indemnitee's his/her right to be indemnified under this Agreement, give the Company notice in writing as soon as practicable of any Claim claim made against Indemnitee for which indemnification will or could be sought under this Agreement; but , provided that the Indemnitee's failure delay of Indemnitee to so notify the Company give notice hereunder shall not relieve prejudice any of Indemnitee’s rights hereunder, unless such delay results in the Company from any liability that it may have to Indemnitee under this Agreement, except to the extent that the Company is able to establish that its ability to avoid liability under such Claim was prejudiced in a material respect by such failureCompany’s forfeiture of substantive rights or defenses. Notice to the Company shall be directed to a Service Receiver given in accordance with Section F.7 below. If, at the address time of receipt of such notice, the Company shown on the signature page of this Agreement (or such other address as has directors’ and officers’ liability insurance policies in effect, the Company shall designate in writing give prompt notice to its insurers of the Proceeding relating to the notice. The Company shall thereafter take all necessary and desirable action to cause such insurers to pay, on behalf of Indemnitee), all Expenses payable as a result of such Proceeding. In addition, Indemnitee shall, at the expense of the Company, provide shall give the Company with such information and cooperation with respect to a Claim, or any matters related to such Claim, as it the Company may reasonably require request. The Indemnitee shall not admit any personal liability toward third parties, nor enter into any settlement negotiations or a settlement agreement, without the prior written consent of the Company. The Indemnitee shall act in connection accordance with the indemnification provided for herein Company’s instructions and as the Indemnitee undertakes that he/she shall be within Indemnitee's power. Any costs or expenses (including attorneys' fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating shall be borne by use his/her best endeavours to cooperate with the Company (irrespective to agreeing on the defence of the determination as to Indemnitee's entitlement to indemnification), which shall pay any such amount within fifteen (15) days after receiving a request therefor from Indemnitee, and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefromclaims or in any Proceeding.