Notice by Director Sample Clauses

Notice by Director. Director agrees promptly to notify the Corporation in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification or advancement of Expenses covered hereunder. The failure of Director to so notify the Corporation shall not relieve the Corporation of any obligation which it may have to Director under this Agreement or otherwise.
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Notice by Director. Director agrees promptly to notify the Indemnitors in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification or advancement of Expenses covered hereunder. The failure of Director to so notify the Indemnitors shall not relieve the Indemnitors of any obligation which it may have to Director under this Agreement or otherwise.
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Notice by Director. The Director shall promptly notify State Auto in writing on being served with any summons, citation, subpoena, complaint, indictment, information, or other document relating to any matter that may be subject to indemnification under this Agreement, whether civil, criminal, administrative, or investigative; but the omission to so notify State Auto will not relieve State Auto from any liability that it may have to the Director if such omission does not prejudice State Auto’s rights, but if such omission does prejudice State Auto’s rights, it will relieve State Auto from liability only to the extent of such prejudice; nor will the omission relieve State Auto from any liability that it may have to the Director otherwise than under this Agreement. With respect to any Proceeding of which the Director notifies State Auto: (a) State Auto will be entitled to participate in such Proceeding at its own expense. (b) Except as otherwise provided below, to the extent that it may wish, State Auto jointly with any other indemnifying party similarly notified will be entitled to assume the defense of the Proceeding, with counsel reasonably satisfactory to the Director. After notice from State Auto to the Director of its election so to assume the defense, State Auto will not be liable to the Director under this Agreement for any Expenses subsequently incurred by the Director in connection with the defense other than reasonable costs of investigation or as otherwise provided below. The Director will have the right to employ the Director’s own counsel in such Proceeding, but the fees and Expenses of such counsel will be at the expense of the Director unless: (i) the employment of counsel by the Director has been authorized by State Auto; (ii) the Director has reasonably concluded that there may be a conflict of interest between State Auto and the Director in the conduct of the defense of such Proceeding or that counsel may not be adequately representing director; or (iii) State Auto has not in fact employed counsel to assume the defense of such Proceeding, in each case of which the Expenses of counsel employed by the Director will be at the expense of State Auto. State Auto is not entitled to assume the defense of any Proceeding as to which the Director has made the conclusion provided in (ii) above has occurred. (c) State Auto shall not settle any action or claim in any manner that would impose any penalty or limitation on the Director without the Director’s written consent. (...
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Notice by Director. And Defense Of Claims ----------------------------------------
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Notice by Director. Director agrees to promptly notify the Bank in writing upon being served with or otherwise receiving any summons, citation, subpoena, complaint, indictment, information, or other document relating to any Proceeding or matter that may be subject to indemnification covered by this Agreement. The failure to so notify the Bank shall not relieve the Bank of any obligation which it may have to Director under this Agreement or otherwise unless and only to the extent that such failure or delay materially prejudices the Bank.
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Notice by Director. Upon the Director becoming aware of any pending or threatened Claim or Action, written notice shall be given by or on behalf of the Director to the Corporation, directed to the chair of the board or the corporate secretary, as soon as is practicable. Failure to give such notice shall not disentitle the Director from being indemnified except to the extent that the Corporation suffers actual prejudice by reason of the delay in giving that notice.
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Related to Notice by Director

  • Notice by Company The Company shall promptly notify the Trustee and the Paying Agent of any facts known to the Company that would cause a payment of any Obligations with respect to the Notes to violate this Article 10, but failure to give such notice shall not affect the subordination of the Notes to the Senior Debt as provided in this Article 10.

  • Termination by Manager Manager shall have the right to terminate this Agreement at any time, with or without cause, upon sixty (60) days written notice to Owner. Manager shall also have the right to terminate this Agreement upon thirty (30) days written notice to Owner for non-payment of fees and expenses due Manager under the terms of this Agreement

  • Notice of Resignation or Removal The Issuer will notify the Servicer, the Owner Trustee and the Indenture Trustee of any resignation or removal of the Asset Representations Reviewer.

  • Termination by Notice Notwithstanding any provision of this Agreement, it may be terminated at any time without penalty, by the Trustees of the Trust or, with respect to any series or class of the Trust's shares, by the vote of the majority of the outstanding voting securities of such series or class, or by MM-LLC, upon thirty days written notice to the other party.

  • Notice of termination by an employee The notice of termination required to be given by an employee is the same as that required of an employer, except that there is no requirement on the employee to give additional notice based on the age of the employee concerned. If an employee fails to give the required notice the employer may withhold from any monies due to the employee on termination under this award or the NES, an amount not exceeding the amount the employee would have been paid under this award in respect of the period of notice required by this clause less any period of notice actually given by the employee.

  • Notice to Employee If an employment agreement entered into after August 1, 1977 contains a provision requiring the employee to assign or offer to assign any of the employee’s rights in any invention to an employer, the employer must also, at the time the agreement is made, provide a written notification to the employee that the agreement does not apply to an invention for which no equipment, supplies, facility or trade secret information of the employer was used and which was developed entirely on the employee’s own time, and (1) which does not relate (a) directly to the business of the employer or (b) to the employer’s actual or demonstrably anticipated research or development, or (2) which does not result from any work performed by the employee for the employer.

  • Notice of Termination by Employee (a) The notice of termination required to be given by an employee is the same as that required of an Employer, save and except that there is no requirement on the employee to give additional notice based on the age of the employee concerned. (b) If an employee fails to give the notice specified in 6. 1.1 the Employer has the right to withhold monies due to the employee to a maximum amount equal to the ordinary time rate of pay for the period of the notice.

  • Notice of Termination by Employer (a) In order to terminate the employment of an employee the employer must give to the employee the following notice: Period of Service Period of Notice

  • Cooperation by Holders The Partnership shall have no obligation to include Registrable Securities of a Holder in a Registration Statement or in an Underwritten Offering pursuant to Section 2.03(a) if such Holder has failed to timely furnish such information that the Partnership determines, after consultation with its counsel, is reasonably required in order for any registration statement or prospectus supplement, as applicable, to comply with the Securities Act.

  • Notice to Employer Employee agrees to notify Employer immediately of any employers for whom Employee works or provides services (whether or not for remuneration to Employee or a third party) during the Specified Term or within the Restrictive Period. Employee further agrees to promptly notify Employer, during Employee’s employment with Employer, of any contacts made by any gaming licensee which concern or relate to an offer of future employment (or consulting services) to Employee.

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