Notice and Participation. If a claim by a third party is made against a party indemnified pursuant to this Article 22 ("Indemnitee"), and if ---------- such Indemnitee intends to seek indemnity with respect thereto under this Article 22, the Indemnitee shall promptly, after the assertion of any claim or the discovery of any fact upon which Indemnitee intends to base a claim for indemnification under this Lease ("Claim"), notify the party or parties from ----- whom indemnification is sought ("Indemnitor") of such Claim. In the event of any ---------- Claim, Indemnitor, at its option, may assume (with legal counsel acceptable to the Indemnitee) the defense of any claim, demand, lawsuit or other proceeding in connection with the Indemnitee's Claim, and may assert any defense of Indemnitee or Indemnitor; provided that Indemnitee shall have the right at its own expense -------- to participate jointly with Indemnitor in the defense of any claim, demand, lawsuit or other proceeding in connection with the Indemnitee's Claim and provided further that failure to give such notice shall not preclude Indemnitee making any Claim thereon if the failure or delay in giving such notice did not prejudice Indemnitor. In the event that Indemnitor elects to undertake the defense of any Claim hereunder, Indemnitee shall cooperate with Indemnitor to the fullest extent possible in regard to all matters relating to the Claim (including, without limitation, corrective actions required by applicable law, assertion of defenses and the determination, mitigation, negotiation and settlement of all amounts, costs, actions, penalties, damages and the like related thereto) so as to permit Indemnitor's management of same with regard to the amount of Damages payable by the Indemnitor hereunder. Neither Tenant nor Landlord shall be entitled to settle any Claim without the prior written consent of the other, which consent shall not unreasonably be withheld.
Notice and Participation. The Party seeking indemnification hereunder (“Indemnified Party”) shall promptly inform the other Party (“Indemnifying Party”) of any suit or proceeding filed against the Indemnified Party for which the Indemnified Party is entitled to indemnification hereunder (provided, however, that failure to give prompt notice will not relieve the Indemnifying Party of any liability hereunder, except to the extent the Indemnifying Party has suffered actual material prejudice by such failure). The Indemnified Party will allow the Indemnifying Party to direct the defense and settlement of any such claim, with counsel of the Indemnifying Party’s choosing, and will provide the Indemnifying Party, at the Indemnifying Party’s expense, with information and assistance that are reasonably necessary for the defense and settlement of the claim. The Indemnified Party shall have the right, but not the obligation, at its sole expense to participate in (but not to control) the defense of any such suit or proceeding. An Indemnifying Party will not settle any such action without the written consent of the Indemnified Party (which consent will not be unreasonably withheld or delayed).
Notice and Participation. The Company shall give Parent: (i) prompt notice of any such demands received by the Company for payment for Dissenting Shares, withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company; and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands for payment under the DGCL. The Company shall not, except with the prior written consent of Parent, make any payment or agree to make any payment with respect to any such demands for payment or offer to settle or settle any such demands.
Notice and Participation. If a LiveVol Indemnitee or Subscriber Indemnitee (each an “Indemnified Person”) believes that it is entitled to be indemnified pursuant to this Section 9, it shall promptly notify the responsible indemnifying Party in writing; provided however, failure or delay in giving notice shall only excuse the indemnifying Party to the extent it materially prejudices its ability to defend or otherwise resolve any such claim, non-compliance or breach. The indemnifying Party shall be entitled to make all decisions with respect to the defense of any claim, including any decisions to compromise or settle, provided, that, except with the written consent of the Indemnified Person, the indemnifying Party shall not consent to entry of any judgment or enter into any settlement which either (i) does not include, as an unconditional term, the grant by the claimant to the Indemnified Person of a release of all liabilities in respect of the claim, or (ii) otherwise adversely affects the rights of the Indemnified Person. Upon request, each Indemnified Person shall provide reasonable cooperation and assistance, including providing the indemnifying Party with any and all available information under its control necessary for the indemnifying Party to conduct a defense, or resolve any non-compliance with or breach of this Agreement.
Notice and Participation. A party seeking indemnification pursuant to this ------------------------- Section 13 (an "Indemnified Party") from or against the assertion of any claim by a third party will give prompt notice to the party from whom indemnification is sought (the "Indemnifying Party"); provided, however, that failure to give prompt notice will not relieve the Indemnifying Party of any liability hereunder (except to the extent the Indemnifying Party has suffered actual material prejudice by such failure). The Indemnifying Party and the Indemnified Party will cooperate in the defense or prosecution of any third party claims.
Notice and Participation. 34 9.3 STATUS OF THE CORPORATIONS...................................... 34 SECTION 10 - CLOSING SECTION 11 - SURVIVAL 11.1 SURVIVAL........................................................ 35
Notice and Participation. The Purchaser shall give each of the Vendors prompt notice of any loss, liability or expense for which any of the Vendors may be liable under Section 9.1 above and each of the Vendors shall be entitled, at its expense, to participate in any negotiations, and to assume the defence of any action or proceeding in respect of which indemnification is sought under this Section. The Vendors and the Purchaser shall obtain the prior written approval of the other, which approval shall not be unreasonably withheld, before entering into any settlement of any claim, action or proceeding or ceasing to defend against any claim, action or proceeding.
Notice and Participation. Upon receipt of written notice of any claim or the service of a summons or other initial legal process upon it in any action instituted against it in respect of which indemnity may be sought under this Agreement, Purchaser, or Seller, as the case may be, shall promptly give written notice of such claim, or the commencement of such action, or threat thereof, to Seller or Purchaser, as the case may be. The party required hereunder to provide indemnification in regard to such claim or action shall assume the defense thereof, at its expense and with counsel of its choice. Such party shall control the defense of such claim or action, as well as the terms of its settlement or other termination. The indemnified party shall be entitled, at its own expense, to participate in the defense of such claim or action, but such participation shall not include the right to control the defense or approve a settlement.
Notice and Participation. The Company shall give Buyer (i) prompt notice of any written demands received by the Company for payment in respect of Dissenting Shares, written withdrawals or waivers of such demands, and any other instruments served pursuant to Article 13 of the GBCC that are received by the Company relating to shareholders’ dissenters’ rights and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for payment under the GBCC. The Company shall not, except with the prior written consent of Buyer, voluntarily make any payment with respect to any such demands for payments, offer to settle or settle any such demands.
Notice and Participation. If the Company at any time proposes to file a registration statement with respect to the Underwritten Offering of any class of its equity securities for the account of a holder of securities of the Company pursuant to registration rights granted by the Company (a "Requesting Shareholder"), then the Company shall in each case give written notice of such proposed filing to the Holders at least ten (10) Business Days before the anticipated filing date of any such registration statement by the Company, and such notice shall offer to all Holders the opportunity to have any or all of the Registrable Securities held by such Holders included in such registration statement; provided, however, that if any such registration is a Shelf Registration, Registrable Securities shall be included therein only for distribution in an Underwritten Offering. Each Holder desiring to have its Registrable Securities registered under this Section 5 shall so advise the Company in writing within five (5) Business Days after the date of receipt of the Company's aforesaid notice (which request shall set forth the amount of Registrable Securities for which registration is requested), and the Company shall include in such Registration Statement all such Registrable Securities so requested to be included therein.
