Common use of Notice/Cooperation by Indemnitee Clause in Contracts

Notice/Cooperation by Indemnitee. Indemnitee shall, as a condition precedent to Indemnitee's right to be indemnified under this Agreement, give the Company notice in writing as soon as practicable of any Claim made against Indemnitee for which Indemnification will or could be sought under this Agreement, provided, however, that any failure to provide such notice shall not affect Indemnitee's rights to indemnification hereunder unless and to the extent such failure to provide notice materially and adversely prejudices the Company's right to defend against such action. Notice to the Company shall be directed to the Chief Executive Officer of the Company at the address shown on the signature page of this Agreement (or such other address as the Company shall designate in writing to Indemnitee), or if the Indemnitee is then the Chief Executive Officer of the Company, such notice shall be directed to the Chairman of the Company's Board of Directors, at the same address. In addition, Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within Indemnitee's power.

Notice/Cooperation by Indemnitee. The Indemnitee shall, as a condition precedent to the Indemnitee's ’s right to be indemnified under this Agreement, give the Company notice in writing as soon as practicable of any Claim claim made against the Indemnitee for which Indemnification will or could be sought under this Agreement, provided, however, that any failure to provide such notice shall not affect the Indemnitee's ’s rights to indemnification hereunder unless and to the extent that such failure to provide notice materially and adversely prejudices the Company's ’s right to defend against such action. Notice to the Company shall be directed to the Chief Executive Officer Chairman of the Company Company’s Board of Directors at the address shown on the signature page of this Agreement (or such other address as the Company shall designate in writing to the Indemnitee), or if the Indemnitee is then the Chief Executive Officer of the Company, such notice shall be directed to the Chairman of the Company's Board of Directors, at the same address. In addition, the Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within the Indemnitee's ’s power.

Notice/Cooperation by Indemnitee. Indemnitee shall, as a condition precedent to Indemnitee's ’s right to be indemnified under this Agreement, give the Company notice in writing as soon as practicable of any Claim made against Indemnitee for which Indemnification indemnification will or could be sought under this Agreement, provided, however, ; provided however that any the failure to so provide such notice to the Company shall not affect Indemnitee's rights relieve the Company from any liability that it may have to indemnification Indemnitee hereunder unless and the Company’s ability to participate in the extent defense of such failure to provide notice claim was materially and adversely prejudices the Company's right to defend against affected by such actionfailure. Notice to the Company shall be directed to the Chief Executive Officer of the Company at the address shown on the signature page of this Agreement set forth in Section 15 hereof (or such other address as the Company shall designate in writing to Indemnitee), or if the Indemnitee is then the Chief Executive Officer of the Company, such notice shall be directed to the Chairman of the Company's Board of Directors, at the same address. In addition, Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within Indemnitee's ’s power. The Company shall provide Indemnitee with such information and cooperation as Indemnitee may reasonably require, to the extent that doing so is consistent with the Company’s obligation to cooperate with regulatory or law enforcement agencies.

Notice/Cooperation by Indemnitee. The Indemnitee shall, as a condition precedent to the Indemnitee's ’s right to be indemnified under this Agreement, give the Company notice in writing as soon as practicable of any Claim claim made against the Indemnitee for which Indemnification indemnification will or could be sought under this Agreement, provided, however, that any failure to provide such notice shall not affect the Indemnitee's ’s rights to indemnification hereunder unless and to the extent that such failure to provide notice materially and adversely prejudices the Company's ’s right to defend against such action. Notice to the Company shall be directed to the Chief Executive Officer Chairman of the Company Company’s Board of Directors at the address shown on the signature page of this Agreement (or such other address as the Company shall designate in writing to the Indemnitee), or if the Indemnitee is then the Chief Executive Officer of the Company, such notice shall be directed to the Chairman of the Company's Board of Directors, at the same address. In addition, the Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within the Indemnitee's ’s power.,

Notice/Cooperation by Indemnitee. The Indemnitee shall, as a condition precedent to the Indemnitee's ’s right to be indemnified under this Agreement, give the Company notice in writing as soon as practicable of any Claim claim made against the Indemnitee for which Indemnification indemnification will or could be sought under this Agreement, provided, however, that any failure to provide such notice shall not affect the Indemnitee's ’s rights to indemnification hereunder unless and to the extent that such failure to provide notice materially and adversely prejudices the Company's ’s right to defend against such action. Notice to the Company shall be directed to the Chief Executive Officer Chairman of the Company Company’s Board of Directors at the address shown on the signature page of this Agreement (or such other address as the Company shall designate in writing to the Indemnitee), or if the Indemnitee is then the Chief Executive Officer of the Company, such notice shall be directed to the Chairman of the Company's Board of Directors, at the same address. In addition, the Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within the Indemnitee's ’s power.

Notice/Cooperation by Indemnitee. The Indemnitee shall, as a condition precedent to the Indemnitee's ’s right to be indemnified under this Agreement, give the Company notice in writing as soon as practicable of any Claim claim made against the Indemnitee for which Indemnification indemnification will or could be sought under this Agreement, provided, however, that any failure to provide such notice shall not affect the Indemnitee's ’s rights to indemnification hereunder unless and to the extent that such failure to provide notice materially and adversely prejudices the Company's ’s right to defend against such action. Notice to the Company shall be directed to the Chief Executive Officer Chairman of the Company Company’s Board of Directors at the address shown on the signature page of this Agreement (or such other address as the Company shall designate in writing to the Indemnitee), or if the Indemnitee is then the Chief Executive Officer of the Company, such notice shall be directed to the Chairman of the Company's Board of Directors, at the same address. In addition, the Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within the Indemnitee's ’s power.

Notice/Cooperation by Indemnitee. Indemnitee shall, as a condition precedent to Indemnitee's right to be indemnified under this Agreement, give the Company notice in writing as soon as practicable of any Claim made against Indemnitee for which Indemnification will or could be sought under this Agreement, provided, however, that any failure to provide such notice shall not affect Indemnitee's rights to indemnification hereunder unless and to the extent such failure to provide notice materially and adversely prejudices the Company's right to defend against such action. Notice to the Company shall be directed to the Chief Executive Officer General Manager of the Company at the address shown on the signature page of this Agreement (or such other address as the Company shall designate in writing to Indemnitee), or if the Indemnitee is then the Chief Executive Officer General Manager of the Company, such notice shall be directed to the Chairman of the Company's Board of Directors, at the same address. In addition, Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within Indemnitee's power.

Notice/Cooperation by Indemnitee. Indemnitee shall, as a condition precedent to Indemnitee's right to be indemnified under this Agreement, shall give the Company notice in writing as soon as practicable of any Claim made against Indemnitee for which Indemnification indemnification will or could be sought under this Agreement, ; provided, however, that any failure to provide a delay in giving such notice shall will not affect Indemnitee's rights deprive Indemnitee of any right to indemnification hereunder unless be indemnified under this Agreement unless, and then only to the extent that, the Company did not otherwise learn of the Proceeding and such failure delay is materially prejudicial to provide notice materially and adversely prejudices the Company's right ’s ability to defend against such actionProceeding; and, provided, further, that notice will be deemed to have been given without any action on the part of Indemnitee in the event the Company is a party to the same Proceeding. The omission to notify the Company will not relieve the Company from any liability for indemnification which it may have to Indemnitee otherwise than under this Agreement. Notice to the Company shall be directed to the Chief Executive Officer of the Company at the address shown on the signature page of this Agreement (or such other address as the Company shall designate in writing to Indemnitee), or if the Indemnitee is then the Chief Executive Officer of the Company, such notice shall be directed to the Chairman of the Company's Board of Directors, at the same address. In addition, Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within Indemnitee's Indemnitees’ power.

Notice/Cooperation by Indemnitee. Indemnitee shall, as a condition precedent to Indemnitee's ’s right to be indemnified under this Agreement, give the Company notice in writing as soon as practicable of any Claim claim made against Indemnitee for which Indemnification will or could be sought under this Agreement, provided, however, that any failure to provide such notice shall not affect Indemnitee's ’s rights to indemnification hereunder unless and to the extent such failure to provide notice materially and adversely prejudices the Company's ’s right to defend against such action. Notice to the Company shall be directed to the Chief Executive Officer of the Company at the address shown on the signature page of this Agreement (or such other address as the Company shall designate in writing to Indemnitee), or if the Indemnitee is then the Chief Executive Officer of the Company, such notice shall be directed to the Chairman of the Company's ’s Board of Directors, at the same address. In addition, Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within Indemnitee's ’s power.

Notice/Cooperation by Indemnitee. Indemnitee shall, as a condition precedent to Indemnitee's ’s right to be indemnified under this Agreement, give the Company notice in writing as soon as practicable of any Claim made against Indemnitee for which Indemnification indemnification will or could be sought under this Agreement, provided, however, ; provided however that any the failure to so provide such notice to the Company shall not affect Indemnitee's rights relieve the Company from any liability that it may have to indemnification Indemnitee hereunder unless and the Company’s ability to participate in the extent defense of such failure to provide notice claim was materially and adversely prejudices the Company's right to defend against affected by such actionfailure. Notice to the Company shall be directed to the Chief Executive Officer of the Company at the address shown on the signature page of this Agreement (or such other address as the Company shall designate in writing to Indemnitee), or if the Indemnitee is then the Chief Executive Officer of the Company, such notice shall be directed to the Chairman of the Company's Board of Directors, at the same address. In addition, Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within Indemnitee's ’s power. Company shall provide Indemnitee with such information and cooperation as Indemnitee may reasonably require, to the extent that doing so is consistent with the Company’s obligation to cooperate with regulatory or law enforcement agencies.

Notice/Cooperation by Indemnitee. Indemnitee shall, as a condition precedent to Indemnitee's right to be indemnified under this Agreement, shall give the Company notice in writing as soon as practicable of any Claim made against Indemnitee for which Indemnification indemnification will or could be sought under this Agreement, ; provided, however, that any failure to provide a delay in giving such notice shall will not affect Indemnitee's rights deprive Indemnitee of any right to indemnification hereunder unless be indemnified under this Agreement unless, and then only to the extent that, the Company did not otherwise learn of the Proceeding and such failure delay is materially prejudicial to provide notice materially and adversely prejudices the Company's right ’s ability to defend against such actionProceeding; and, provided, further, that notice will be deemed to have been given without any action on the part of Indemnitee in the event the Company is a party to the same Proceeding. The omission to notify the Company will not relieve the Company from any liability for indemnification which it may have to Indemnitee otherwise than under this Agreement. Notice to the Company shall be directed to the Chief Executive Officer of the Company at the address shown on the signature page of this Agreement (or such other address as the Company shall designate in writing to Indemnitee), or if the Indemnitee is then the Chief Executive Officer of the Company, such notice shall be directed to the Chairman of the Company's Board of Directors, at the same address. In addition, Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within Indemnitee's ’s power.

Notice/Cooperation by Indemnitee. Indemnitee shall, as a condition precedent to Indemnitee's right to be indemnified under this Agreement, give the Company notice in writing as soon as practicable of any Claim made against Indemnitee for which Indemnification will or could be sought under this Agreement, provided, however, that any failure to provide such notice shall not affect Indemnitee's rights to indemnification hereunder unless and to the extent such failure to provide notice materially and adversely prejudices the Company's right to defend against such action. Notice to the Company shall be directed to the Chief Executive Officer of the Company at the address shown on the signature page of this Agreement (or such other address as the Company shall designate in writing to Indemnitee), or if the Indemnitee is then the Chief Executive Officer of the Company, such notice shall be directed to the Chairman of the Company's Board of Directors, at the same address. In addition, Indemnitee shall give the Company such information nformation and cooperation as it may reasonably require and as shall be within Indemnitee's power.