Common use of Notice and Duration Clause in Contracts

Notice and Duration. The above obligations for defense and indemnification shall be imposed only if (i) the indemnitee sends to the indemnitor timely written notice of first service of process upon the indemnitee and a timely written request to defend the litigation (such notice and request shall be deemed timely if given within a reasonable length of time after receipt of service by the indemnitee and a reasonable length of time prior to the date by which first response to such process is legally required, considering all the circumstances); (ii) while such litigation is pending, the indemnitee, upon request, shall furnish to the indemnitor all relevant facts and documentary material in the former's possession or under its control, and shall make its employees or other persons under its control with knowledge of relevant facts reasonably available to the indemnitor for consultation and as witnesses at their customary places of business; and (iii) the indemnitee does not enter into any settlement relating to any claim for which it requests indemnification hereunder without the prior approval of the indemnitor.

Appears in 3 contracts

Samples: Operating Agreement (Talk City Inc), Operating Agreement (Talk City Inc), Operating Agreement (Talk City Inc)

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Notice and Duration. The above obligations for defense and ------------------- indemnification shall be imposed only if if: (i1) the indemnitee sends to the indemnitor timely written notice of first service of process upon the indemnitee and a timely written request to defend the litigation (such notice and request shall be deemed timely if given within a reasonable length of time after receipt of service by the indemnitee and a reasonable length of time prior to the date by which first response to such process is legally required, considering all the circumstances); (ii2) while such litigation is pending, the indemnitee, indemnitee upon request, shall furnish to the indemnitor all relevant facts and documentary material in the former's possession or under its control, and shall make its employees or other persons under its control with knowledge of relevant facts reasonably available to the indemnitor for consultation and as witnesses at their customary places of business; and (iii3) the indemnitee does not enter into any settlement relating to any claim for which it requests indemnification hereunder without the prior approval of the indemnitor.

Appears in 3 contracts

Samples: Chat Services Agreement (Talk City Inc), Chat Services Agreement (Talk City Inc), Chat Services Agreement (Talk City Inc)

Notice and Duration. The above obligations for defense and indemnification shall be imposed only if (i1) the indemnitee sends to the indemnitor timely written notice of first service of process upon the indemnitee and a timely written request to defend the litigation (such notice and request shall be deemed timely if given within a reasonable length of time after receipt of service by the indemnitee and a reasonable length of time prior to the date by which first response to such process is legally required, considering all the circumstances); (ii2) while such litigation is pending, the indemnitee, indemnitee upon request, shall furnish to the indemnitor all relevant facts and documentary material in the former's possession or under its controlControl, and shall make its employees or other persons under its control Control with knowledge of relevant facts reasonably available to the indemnitor for consultation and as witnesses at their customary places of business; and (iii3) the indemnitee does not enter into any settlement relating to any claim for which it requests indemnification hereunder without the prior approval of the indemnitor.

Appears in 2 contracts

Samples: Strategic Alliance Agreement (Launch Media Inc), Strategic Alliance Agreement (Launch Media Inc)

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Notice and Duration. The above obligations for defense and indemnification shall be imposed only if (i1) the indemnitee sends to the indemnitor timely written notice of first service of process upon the indemnitee and a timely written request to defend the litigation (such notice and request shall be deemed timely if given within a reasonable length of time after receipt of service by the indemnitee and a reasonable length of time prior to the date by which first response to such process is legally required, considering all the circumstances); (ii2) while such litigation is pending, the indemnitee, indemnitee upon request, shall furnish to the indemnitor all relevant facts and documentary material in the former's possession or under its control, and shall make its employees or other persons under its control with knowledge of relevant facts reasonably available to the indemnitor for consultation and as witnesses at their customary places of business; and (iii3) the indemnitee does not enter into any settlement relating to any claim for which it requests indemnification hereunder without the prior approval of the indemnitor.

Appears in 1 contract

Samples: Content Provider Agreement (Launch Media Inc)

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