Common use of Notice by Indemnitee and Defense of Claims Clause in Contracts

Notice by Indemnitee and Defense of Claims. Indemnitee agrees promptly to notify the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any matter which may be subject to indemnification hereunder, whether civil, criminal, arbitrative, administrative or investigative; but the omission so to notify the Company will not relieve it from any liability which it may have to Indemnitee if such omission does not actually prejudice the Company's rights and, if such omission does prejudice the Company's rights, it will relieve the Company from liability only to the extent of such prejudice; nor will such omission relieve the Company from any liability which it may have to Indemnitee otherwise than under this Agreement. With respect to any Proceeding:

Appears in 21 contracts

Samples: Indemnification Agreement (Bridgepoint Education Inc), Indemnification Agreement (Nanogen Inc), Indemnification Agreement (Dollar Financial Corp)

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Notice by Indemnitee and Defense of Claims. Indemnitee agrees promptly to notify the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any matter which may be subject to indemnification hereunder, whether civil, criminal, arbitrative, administrative or investigative; but the omission so to notify the Company will not relieve it from any liability which it may have to Indemnitee if such omission does not actually prejudice the Company's ’s rights and, if such omission does prejudice the Company's ’s rights, it will relieve the Company from liability only to the extent of such prejudice; nor will such omission relieve the Company from any liability which it may have to Indemnitee otherwise than under this Agreement. With respect to any Proceeding:

Appears in 8 contracts

Samples: Indemnification Agreement (Legalzoom Com Inc), Indemnification Agreement (Legalzoom Com Inc), Indemnification Agreement (Neah Power Systems, Inc.)

Notice by Indemnitee and Defense of Claims. Indemnitee agrees promptly to notify the Company in writing upon being notified of any matter which may be subject to indemnification hereunder or upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any matter which may be subject to indemnification hereunder, whether civil, criminal, arbitrative, administrative or investigative; but the omission so to notify the Company will not relieve it the Company from any liability which it may have to Indemnitee if such omission does not actually prejudice the Company's ’s rights and, if such omission does prejudice the Company's ’s rights, it will relieve the Company from liability only to the extent of such prejudice; nor will such omission relieve the Company from any liability which it may have to Indemnitee otherwise than under this Agreement. With respect to any Proceeding:

Appears in 4 contracts

Samples: Indemnification Agreement (SVB Financial Group), Indemnification Agreement (SVB Financial Group), Indemnification Agreement (California Micro Devices Corp)

Notice by Indemnitee and Defense of Claims. Indemnitee agrees ------------------------------------------ promptly to notify the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any matter which may be subject to indemnification covered hereunder, whether either civil, criminal, arbitrative, administrative criminal or investigative; but the omission so to notify the Company will not relieve it from any liability which it may have to Indemnitee if such omission does not actually prejudice the Company's rights and, and if such omission does prejudice the Company's rights, it will relieve the Company from liability only to the extent of such prejudice; nor will such omission omission, in any event, relieve the Company from any liability which it may have to Indemnitee otherwise than under this Agreement. With respect to any ProceedingProceeding as to which Indemnitee notifies the Company of the commencement thereof:

Appears in 3 contracts

Samples: Indemnification Agreement (Egain Communications Corp), Indemnification Agreement (Smartage Corp), Indemnification Agreement (Support Com Inc)

Notice by Indemnitee and Defense of Claims. Indemnitee agrees promptly to notify the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any matter matter, which may be subject to indemnification hereunder, whether civil, criminal, arbitrative, administrative or investigative; but the omission so to notify the Company will not relieve it from any liability which it may have to Indemnitee if such omission does not actually prejudice the Company's ’s rights and, if such omission does prejudice the Company's ’s rights, it will relieve the Company from liability only to the extent of such prejudice; nor will such omission relieve the Company from any liability which it may have to if Indemnitee otherwise than under this Agreement. With Agreement with respect to any Proceeding:

Appears in 2 contracts

Samples: Indemnification Agreement (Chimerix Inc), Indemnification Agreement (Chimerix Inc)

Notice by Indemnitee and Defense of Claims. The Indemnitee agrees promptly to notify the Company Corporation in writing upon being notified of any matter which may be subject to indemnification hereunder or upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any matter which may be subject to indemnification hereunder, whether civil, criminal, arbitrative, administrative or investigative; but the omission so to notify the Company Corporation will not relieve it the Corporation from any liability which it may have to the Indemnitee if such omission does not actually prejudice the Company's Corporation’s rights and, if such omission does prejudice prejudices the Company's Corporation’s rights, it will relieve the Company Corporation from liability only to the extent of such prejudice; nor will such omission relieve the Company Corporation from any liability which it may have to Indemnitee otherwise than under this Agreement. With respect to any Proceeding:

Appears in 2 contracts

Samples: Indemnification Agreement (Coast Financial Holdings Inc), Indemnification Agreement (Coast Financial Holdings Inc)

Notice by Indemnitee and Defense of Claims. Indemnitee agrees ------------------------------------------ promptly to notify the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any matter which may be subject to indemnification hereunder, whether civil, criminal, arbitrative, administrative or investigative; but the omission so to notify the Company will not relieve it from any liability which it may have to Indemnitee if such omission does not actually prejudice the Company's rights and, if such omission does prejudice the Company's rights, it will relieve the Company from liability only to the extent of such prejudice; nor will such omission relieve the Company from any liability which it may have to Indemnitee otherwise than under this Agreement. With respect to any Proceeding:

Appears in 2 contracts

Samples: Indemnification Agreement (Copper Mountain Networks Inc), Indemnification Agreement (Purchasepro Com Inc)

Notice by Indemnitee and Defense of Claims. Indemnitee agrees promptly to notify the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any matter which may be subject to advancement of Expenses or indemnification hereunder, whether civil, criminal, arbitrative, administrative or investigative; but the omission so to notify the Company will not relieve it the Company from any liability which it may have to Indemnitee if such omission does not actually prejudice the Company's rights and, if such omission does prejudice the Company's rights, it will relieve the Company from liability only to the extent of such prejudice; nor will such omission relieve the Company from any liability which it may have to Indemnitee otherwise than under this Agreement. With respect to any Proceeding:

Appears in 2 contracts

Samples: Form of Indemnification Agreement (Neuberger Berman Real Estate Income Fund Inc), Form of Indemnification Agreement (Neuberger Berman Real Estate Income Fund Inc)

Notice by Indemnitee and Defense of Claims. Indemnitee agrees promptly to notify the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any matter which that may be subject to indemnification hereunder, whether civil, criminal, arbitrative, administrative or investigative; but the omission so to notify the Company will not relieve it from any liability which that it may have to Indemnitee if such omission does not actually prejudice the Company's rights andIndemnitee, if such omission does prejudice the Company's rights, it will relieve the Company from liability only to the extent of such prejudice; nor will such omission relieve the Company from any liability which that it may have to Indemnitee otherwise than under this Agreement; provided, however, that if Indemnitee’s omission to notify the Company with respect to any summons, citation, subpoena, complaint or indictment actually prejudices the Company’s rights, it will relieve the Company from liability but only to the extent of such prejudice. With respect to any Proceeding:

Appears in 1 contract

Samples: Indemnification Agreement (Beckman Coulter Inc)

Notice by Indemnitee and Defense of Claims. Indemnitee agrees promptly ------------------------------------------ to notify the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any matter which may be subject to indemnification covered hereunder, whether either civil, criminal, arbitrative, administrative criminal or investigative; but the omission so to notify the Company will not relieve it from any liability which it may have to Indemnitee if such omission does not actually prejudice the Company's rights and, and if such omission does prejudice the Company's rights, it will relieve the Company from liability only to the extent of such prejudice; nor will such omission omission, in any event, relieve the Company from any liability which it may have to Indemnitee otherwise than under this Agreement. With respect to any ProceedingProceeding as to which Indemnitee notifies the Company of the commencement thereof:

Appears in 1 contract

Samples: Indemnification Agreement (Beatnik Inc)

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Notice by Indemnitee and Defense of Claims. 11.1 Indemnitee agrees promptly to notify the Company in writing upon being served with any summons, citation, subpoena, complaint, indictmentindietment, information or other document relating to any matter which may be subject to indemnification hereunder, whether civil, criminal, arbitrative, administrative or investigative; but the omission so to notify the Company will not relieve it from any liability which it may have to Indemnitee if such omission does not actually prejudice the Company's ’s rights and, if such omission does prejudice the Company's ’s rights, it will relieve the Company from liability only to the extent of such prejudice; nor will such omission relieve the Company from any liability which it may have to Indemnitee otherwise than under this Agreement. With respect to any Proceeding:

Appears in 1 contract

Samples: Indemnification Agreement (ComVen V, LLC)

Notice by Indemnitee and Defense of Claims. The Indemnitee agrees promptly to notify the Company Corporation in writing upon being notified of any matter which may be subject to indemnification hereunder or upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any matter which may be subject to indemnification hereunder, whether civil, criminal, arbitrative, administrative or investigative; but the omission so to notify the Company Corporation will not relieve it the Corporation from any liability which it may have to the Indemnitee if such omission does not actually prejudice the Company's Corporation’s rights and, if such omission does prejudice prejudices the Company's Corporation’s rights, it will relieve the Company Corporation from liability only to the extent of such prejudice; nor will such omission relieve the Company Corporation from any liability which it may have to the Indemnitee otherwise than under this Agreement. With respect to any Proceeding:

Appears in 1 contract

Samples: Indemnification Agreement (Coast Financial Holdings Inc)

Notice by Indemnitee and Defense of Claims. Indemnitee agrees promptly to notify the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any matter which may be subject to indemnification hereunder, whether civil, criminal, arbitrative, administrative or investigative; but the omission so to notify the Company will not relieve it from any liability which it may have to Indemnitee if such omission does not actually prejudice the Company's ’s rights and, if such omission does prejudice the Company's ’s rights, it will relieve the Company from liability only to the extent of such prejudice; nor will such omission relieve the Company from any liability which it may have to Indemnitee otherwise than under this Agreement. With respect to any Proceeding:Proceeding the Company will be entitled to participate therein at its own expense;

Appears in 1 contract

Samples: Indemnification Agreement (Heska Corp)

Notice by Indemnitee and Defense of Claims. Indemnitee agrees promptly to notify the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any matter which may be subject to indemnification covered hereunder, whether either civil, criminal, arbitrative, administrative criminal or investigative; but the omission so to notify the Company will not relieve it from any liability which it may have to Indemnitee if such omission does not actually prejudice the Company's rights and, and if such omission does prejudice the Company's rights, it will relieve the Company from liability only to the extent of such prejudice; nor will such omission omission, in any event, relieve the Company from any liability which it may have to Indemnitee otherwise than under this Agreement. With respect to any ProceedingProceeding as to which Indemnitee notifies the Company of the commencement thereof:

Appears in 1 contract

Samples: Indemnification Agreement (Webex Inc)

Notice by Indemnitee and Defense of Claims. Indemnitee agrees to promptly to notify the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any matter which may be subject to indemnification hereunder, whether civil, criminal, arbitrative, administrative or investigative; but the omission so to notify the Company will not relieve it from any liability which it may have to Indemnitee if such omission does not actually prejudice the Company's rights and, if such omission does prejudice the Company's rights, it will relieve the Company from liability only to the extent of such prejudice; nor will such omission relieve the Company from any liability which it may have to Indemnitee otherwise than under this Agreement. With respect to any Proceeding:

Appears in 1 contract

Samples: Indemnification Agreement (Bridgepoint Education Inc)

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