Common use of Notice by the Indemnitee Clause in Contracts

Notice by the Indemnitee. The 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 that may be subject to indemnification hereunder, whether civil, criminal, administrative or investigative in nature or otherwise; provided, however, that, the failure to so notify the Company will not relieve the Company from any liability it may have to the Indemnitee, except to the extent that such failure materially prejudices the Company's ability to defend such claim. With respect to any action, suit or proceeding to which the Indemnitee notifies the Company of the commencement thereof: (a) the Company will be entitled to participate therein at its own expense; and (b) except as otherwise provided below, to the extent that it may wish, the Company will be entitled to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee. After notice from the Company to the Indemnitee of its election so to assume the defense of any action, suit or proceeding, the Company will not be liable to the Indemnitee under this Agreement for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. The Indemnitee shall have the right to employ the Indemnitee's own counsel in such action, suit or proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee and not subject to indemnification hereunder unless (i) the employment of counsel by the Indemnitee has been authorized by the Company, (ii) in the reasonable opinion of counsel to the Indemnitee there is or may be a conflict of interest between the Company and the Indemnitee in the conduct of the defense of such action or (iii) the Company shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of counsel shall be at the expense of the Company.

Notice by the Indemnitee. The Indemnitee agrees promptly to notify the Company Indemnifying Parties in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any matter that may be subject to indemnification hereunder, whether civil, criminal, administrative or investigative in nature or otherwise; provided, however, that, the failure to so notify the Company Indemnifying Parties will not relieve the Company an Indemnifying Party from any liability it may have to the Indemnitee, except to the extent that such failure materially prejudices the Companysuch Indemnifying Party's ability to defend such claim. With respect to any action, suit or proceeding to which the Indemnitee notifies the Company Indemnifying Parties of the commencement thereof: (a) the Company Each Indemnifying Party will be entitled to participate therein at its own expense; and (b) except Except as otherwise provided below, to the extent that it may wish, the Company each Indemnifying Party jointly with any other indemnifying party similarly notified will be entitled to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee. After notice from the Company an Indemnifying Party to the Indemnitee of its election so to assume the defense of any action, suit or proceeding, the Company such Indemnifying Party will not be liable to the Indemnitee under this Agreement for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. The Indemnitee shall have the right to employ the Indemnitee's own counsel in such action, suit or proceeding, but the fees and expenses of such counsel incurred after notice from the Company an Indemnifying Party of its assumption of the defense thereof shall be at the expense of the Indemnitee and not subject to indemnification hereunder unless (i) the employment of counsel by the Indemnitee has been authorized by the Companysuch Indemnifying Party, (ii) in the reasonable opinion of counsel to the Indemnitee there is or may be a conflict of interest between the Company such Indemnifying Party and the Indemnitee in the conduct of the defense of such action or (iii) the Company such Indemnifying Party shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of counsel shall be at the expense of the CompanyIndemnifying Party.

Notice by the Indemnitee. The Indemnitee agrees promptly to notify the Company Indemnifying Parties in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any matter that may be subject to indemnification hereunder, whether civil, criminal, administrative or investigative in nature or otherwise; provided, however, that, the failure to so notify the Company Indemnifying Parties will not relieve the Company an Indemnifying Party from any liability it may have to the Indemnitee, except to the extent that such failure materially prejudices the Company's such Indemnifying Party’s ability to defend such claim. With respect to any action, suit or proceeding to which the Indemnitee notifies the Company Indemnifying Parties of the commencement thereof: (a) the Company Each Indemnifying Party will be entitled to participate therein at its own expense; and (b) except Except as otherwise provided below, to the extent that it may wish, the Company each Indemnifying Party jointly with any other indemnifying party similarly notified will be entitled to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee. After notice from the Company an Indemnifying Party to the Indemnitee of its election so to assume the defense of any action, suit or proceeding, the Company such Indemnifying Party will not be liable to the Indemnitee under this Agreement for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. The Indemnitee shall have the right to employ the Indemnitee's ’s own counsel in such action, suit or proceeding, but the fees and expenses of such counsel incurred after notice from the Company an Indemnifying Party of its assumption of the defense thereof shall be at the expense of the Indemnitee and not subject to indemnification hereunder unless (i) the employment of counsel by the Indemnitee has been authorized by the Companysuch Indemnifying Party, (ii) in the reasonable opinion of counsel to the Indemnitee there is or may be a conflict of interest between the Company such Indemnifying Party and the Indemnitee in the conduct of the defense of such action or (iii) the Company such Indemnifying Party shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of counsel shall be at the expense of the CompanyIndemnifying Party.

Notice by the Indemnitee. Defense of Claim. (a) The Indemnitee agrees promptly to notify the Company in writing promptly upon being served with any summons, citation, subpoena, complaint, indictment, information information, or other document relating to any matter that may Proceeding which could reasonably be subject expected to indemnification result in the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses hereunder, whether civil, criminal, administrative or investigative in nature or otherwise; provided, however, that, that the failure to so notify give any such notice shall not disqualify the Indemnitee from the right to receive payments of Indemnifiable Amounts or advancements of Indemnifiable Expenses. Upon receipt of notice of a Proceeding pursuant to this Section 13, the Company shall give or cause to be given prompt notice of such Proceeding to all insurers providing liability insurance in accordance with the procedures set forth in all applicable or potentially applicable policies. The Company shall thereafter take all necessary action to cause such insurers to pay all amounts payable in accordance with the terms of such policies. The Company will not relieve instruct the Company from any liability it insurers and their brokers that they may have to the Indemnitee, except to the extent that such failure materially prejudices the Company's ability to defend communicate directly with Indemnitee regarding such claim. With respect to any action, suit or proceeding to which the Indemnitee notifies the Company of the commencement thereof: (a) the Company will be entitled to participate therein at its own expense; and. (b) except as otherwise provided below, If the Company may be obligated to the extent that it may wishmake any indemnity in connection with a Proceeding, the Company will shall be entitled to assume the defense thereof, of such Proceeding with counsel reasonably satisfactory approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to the Indemnitee. After Indemnitee of written notice from the Company to the Indemnitee of its election so to assume do so. After delivery of such notice, approval of such counsel by Indemnitee and the defense retention of any action, suit or proceedingsuch counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any legal fees or other expenses of counsel subsequently incurred by Indemnitee with respect to the Indemnitee in connection with same Proceeding. Notwithstanding the Company’s assumption of the defense thereof other than reasonable costs of investigation or as otherwise provided below. The Indemnitee any such Proceeding, the Company shall have the right be obligated to employ the Indemnitee's own counsel in such action, suit or proceeding, but pay the fees and expenses of such Indemnitee’s separate counsel incurred after notice from to the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee and not subject to indemnification hereunder unless extent (i) the employment of separate counsel by the Indemnitee has been is authorized by the Company, (ii) in counsel for the reasonable opinion of counsel to the Indemnitee Company shall have reasonably concluded that there is or may be a conflict of interest between the Company and the Indemnitee in the conduct of the any such defense of such action that Indemnitee needs to be separately represented, or (iii) the Company shall not in fact have employed retained, or shall not continue to retain, such counsel to assume the defense defend such Proceeding. Indemnitee agrees that any such separate counsel will be a member of such action, in each any approved list of which cases the fees and expenses of panel counsel shall be at the expense of under the Company’s applicable directors’ and officers’ insurance policy, should the applicable policy provide for a panel of approved counsel. Regardless of any provision in this Agreement, Indemnitee shall have the right to employ counsel in any Proceeding at Indemnitee’s personal expense.

Notice by the Indemnitee. The 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 that which may be subject to indemnification hereunder, whether civil, criminal, administrative or investigative in nature or otherwise; provided, however, that, the failure to so notify the Company will not relieve the Company from any liability it may have to the Indemnitee, except to the extent that such failure materially prejudices the Company's ability to defend such claim. With respect to any action, suit or proceeding to which the Indemnitee notifies the Company of the commencement thereof: (a) the The Company will be entitled to participate therein at its own expense; and (b) except Except as otherwise provided below, to the extent that it may wish, the Company jointly with any other indemnifying party similarly notified will be entitled to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee. After notice from the Company to the Indemnitee of its election so to assume the defense of any action, suit or proceeding, the Company will not be liable to the Indemnitee under this Agreement for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. The Indemnitee shall have the right to employ the Indemnitee's own counsel in such action, suit or proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee and not subject to indemnification hereunder unless (i) the employment of counsel by the Indemnitee has been authorized by the Company, (ii) in the reasonable opinion of counsel to the Indemnitee there is or may be a conflict of interest between the Company and the Indemnitee in the conduct of the defense of such action or (iii) the Company shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of counsel shall be at the expense of the Company.