Common use of Notice/Cooperation by Indemnitee Clause in Contracts

Notice/Cooperation by Indemnitee. Indemnitee shall, as a condition precedent to the 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. 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). Omission of such Notice does not relieve the Company from any obligation that it may have to Indemnitee under this Agreement or otherwise unless and only to the extent that such omission can be shown to have prejudiced the Company. Notice shall be deemed received three business days after the date postmarked if sent by domestic certified or registered mail, properly addressed; otherwise notice shall be deemed received when such notice shall actually be received by the Company. In addition, Indemnitee shall give the Company such information and cooperation as the Company may reasonably require and as shall be within Indemnitee's power.

Notice/Cooperation by Indemnitee. Indemnitee shall, as a condition precedent to the 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 will or could be sought 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). Omission of such Notice does not relieve the Company from any obligation that it may have to Indemnitee under this Agreement or otherwise unless and only to the extent that such omission can be shown to have prejudiced the Company. Notice shall be deemed received three business days after the date postmarked if sent by domestic certified or registered mail, properly addressed; otherwise notice shall be deemed received when such notice shall actually be received by the Company. Indemnitee's failure to provide timely notice to the Company shall not affect the Company's obligation to indemnify Indemnitee unless the Company has been materially prejudiced by the delay or failure. In addition, Indemnitee shall give the Company such information and cooperation as the Company it may reasonably require and as shall be within Indemnitee's power.

Notice/Cooperation by Indemnitee. Indemnitee shall, as a condition precedent to the 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. 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). Omission of such Notice does not relieve the Company from any obligation that it may have to Indemnitee under this Agreement or otherwise unless and only to the extent that such omission can be shown to have prejudiced the Company. Notice shall be deemed received three five business days after the date postmarked if sent by domestic certified or registered mail, properly addressed; otherwise notice shall be deemed received when such notice shall actually be received by the Company. In addition, Indemnitee shall give the Company such information and cooperation as the Company may reasonably require and as shall be within Indemnitee's ’s power.

Notice/Cooperation by Indemnitee. Indemnitee shall, as a condition precedent to the right to be indemnified under this Agreement, shall give the Company notice in writing as soon as reasonably practicable of any claim made against Indemnitee for which indemnification will or could be sought under this Agreement, provided that the failure to of Indemnitee to so notify the Company will not relieve the Company from any obligation hereunder. Notice to the Company shall be directed to the Chief Executive Officer President 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). Omission of such Notice does not relieve the Company from any obligation that it may have to Indemnitee under this Agreement or otherwise unless and only to the extent that such omission can be shown to have prejudiced the Company. Notice shall be deemed received three business days after the date postmarked if sent by domestic certified or registered mail, properly addressed, five business days if sent by airmail to a country outside of North America; otherwise notice shall be deemed received when such notice shall actually be received by the Company. In addition, Indemnitee shall give the Company such information and cooperation as the Company it may reasonably require and as shall be within Indemnitee's ’s power; provided, however, that the foregoing information and cooperation requirement will not require any action by Indemnitee that could result in a waiver by Indemnitee of the attorney-client privilege.

Notice/Cooperation by Indemnitee. Indemnitee shall, as a condition precedent to the his 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 a delay in giving such notice shall not deprive Indemnitee of any right to be indemnified under this Agreement unless, and then only to the extent that, such delay is materially prejudicial to the defense of such claim. 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). Omission of such Notice does not relieve the Company from any obligation that it may have to Indemnitee under this Agreement or otherwise unless and only to the extent that such omission can be shown to have prejudiced the Company. Notice shall be deemed received three business days after the date postmarked if sent by domestic certified or registered mail, properly addressed; otherwise notice shall be deemed received when such notice shall actually be received by the Company. In addition, Indemnitee shall give the Company such information and cooperation as the Company it may reasonably require and as shall be within Indemnitee's power.

Notice/Cooperation by Indemnitee. Indemnitee shall, as a -------------------------------- condition precedent to the his 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 a delay in giving such notice shall not -------- ------- deprive Indemnitee of any right to be indemnified under this Agreement unless, and then only to the extent that, such delay is materially prejudicial to the defense of such claim. 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). Omission of such Notice does not relieve the Company from any obligation that it may have to Indemnitee under this Agreement or otherwise unless and only to the extent that such omission can be shown to have prejudiced the Company. Notice shall be deemed received three business days after the date postmarked if sent by domestic certified or registered mail, properly addressed; otherwise notice shall be deemed received when such notice shall actually be received by the Company. In addition, Indemnitee shall give the Company such information and cooperation as the Company it may reasonably require and as shall be within Indemnitee's power.

Notice/Cooperation by Indemnitee. Indemnitee shall, as a condition precedent to the his 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 a delay in giving such notice shall not deprive Indemnitee of any right to be indemnified under this Agreement unless, and then only to the extent that, such delay is materially prejudicial to the defense of such claim. 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). Omission of such Notice does not relieve the Company from any obligation that it may have to Indemnitee under this Agreement or otherwise unless and only to the extent that such omission can be shown to have prejudiced the Company. Notice shall be deemed received three business days after the date postmarked if sent by domestic certified or registered mail, properly addressed; otherwise notice shall be deemed received when such notice shall actually be received by the Company. In addition, Indemnitee shall give the Company such information and cooperation as the Company it may reasonably require and as shall be within Indemnitee's power.

Notice/Cooperation by Indemnitee. Indemnitee shall, as a -------------------------------- condition precedent to the Indemnitee's right to be indemnified or Indemnitee's right to receive Expense Advances 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 by Indemnitee to so notify the Company shall not affect Indemnitee's right to indemnification or to receive Expense Advances unless and to the extent that the Company has been materially prejudiced by Indemnitee's failure to give such notice. 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). Omission of such Notice does not relieve the Company from any obligation that it may have to Indemnitee under this Agreement or otherwise unless and only to the extent that such omission can be shown to have prejudiced the Company. Notice shall be deemed received three business days after the date postmarked if sent by domestic certified or registered mail, properly addressed; otherwise notice shall be deemed received when such notice shall actually be received by the Company. In addition, Indemnitee shall give the Company such information and cooperation as the Company it may reasonably require and as shall be within Indemnitee's power.

Notice/Cooperation by Indemnitee. Indemnitee shall, as a condition precedent to the right to be indemnified under this Agreement, shall give the Company notice in writing as soon as practicable of any claim Claim made against Indemnitee relating to an Indemnifiable Event for which a request for Expense Advance or for which indemnification for Losses will or could be sought 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). Omission of such Notice does not relieve the Company from any obligation that it may have to Indemnitee under this Agreement or otherwise unless and only to the extent that such omission can be shown to have prejudiced the Company. Notice shall be deemed received three business days after the date postmarked if sent by domestic certified or registered mail, properly addressed; otherwise notice shall be deemed received when such notice shall actually be received by the Company. In addition, Indemnitee shall give the Company such information and cooperation as the Company may reasonably require and as shall be within Indemnitee's ’s power. The failure by Indemnitee to timely notify the Company hereunder shall not relieve the Company from any liability hereunder unless the Company’s ability to participate in the defense of such claim was materially and adversely affected by such failure, except that the Company shall not be liable to indemnify Indemnitee under this Agreement with respect to any judicial award in a Claim related to an Indemnifiable Event if the Company was not given a reasonable and timely opportunity to participate at its expense in the defense of such action.

Notice/Cooperation by Indemnitee. Indemnitee shall, as a condition precedent to the 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 will or could be sought under this Agreement. Notice to the Company shall be directed to the Integrated Alarm Systems Group, Inc. 00 Xxxx Xxxxxx0xx Xxxxx, Xxxxxx, Xxx Xxxx 00000 (Attn: Chief Executive Officer of the Company at the address shown on the signature page of this Agreement Financial Officer) (or such other address as the Company shall designate in writing to Indemnitee). Omission of such Notice does not relieve the Company from any obligation that it may have to Indemnitee under this Agreement or otherwise unless and only to the extent that such omission can be shown to have prejudiced the Company. Notice shall be deemed received three on the third business days day after the date postmarked if sent by domestic certified or registered mail, properly addressed; otherwise notice shall be deemed received when such notice shall actually be received by the Company. The Indemnitee's omission to so notify the Company under this Section 3(b) shall not relieve the Company from any liability which it may have to Indemnitee under this Agreement (provided that the Company shall retain the right to reimbursement from the Indemnitee for any damages it may have suffered as a result of the failure so to notify). In addition, Indemnitee shall give the Company such information and cooperation as the Company it may reasonably require and as shall be within Indemnitee's power.

Notice/Cooperation by Indemnitee. Indemnitee shall, -------------------------------- as a condition precedent to the 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. 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). Omission of such Notice does not relieve the Company from any of its obligation that (unless it may have to Indemnitee under this Agreement or otherwise unless and only results in damages to the extent that such omission can be shown to have prejudiced the Company). Notice shall be deemed received three business days after the date postmarked if sent by domestic certified or registered mail, properly addressed; otherwise notice shall be deemed received when such notice shall actually be received by the Company. In addition, Indemnitee shall give the Company such information and cooperation as the Company it may reasonably require and as shall be within Indemnitee's power.

Notice/Cooperation by Indemnitee. Indemnitee shall, as a condition precedent to the his 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 a delay in giving such notice shall not deprive Indemnitee of any right to be indemnified under this Agreement unless, and then only to the extent that, such delay is materially prejudicial to the defense of such claim. 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). Omission of such Notice does not relieve the Company from any obligation that it may have to Indemnitee under this Agreement or otherwise unless and only to the extent that such omission can be shown to have prejudiced the Company. Notice shall be deemed received three business days after the date postmarked if sent by domestic certified or registered mail, properly addressed; otherwise notice shall be deemed received when such notice shall actually be received by the Company. In addition, Indemnitee shall give the Company such information and cooperation as the Company it may reasonably require and as shall be within Indemnitee's power.

Notice/Cooperation by Indemnitee. Indemnitee shall, as a -------------------------------- condition precedent to the his 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 a delay in giving such notice shall not -------- ------- deprive Indemnitee of any right to be indemnified under this Agreement unless, and then only to the extent that, such delay is materially prejudicial to the defense of such claim. 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 IndemniteeIndem xxxxx). Omission of such Notice does not relieve the Company from any obligation that it may have to Indemnitee under this Agreement or otherwise unless and only to the extent that such omission can be shown to have prejudiced the Company. Notice shall be deemed received three business days after the date postmarked if sent by domestic certified or registered mail, properly addressed; otherwise notice shall be deemed received when such notice shall actually be received by the Company. In addition, Indemnitee shall give the Company such information and cooperation as the Company it may reasonably require and as shall be within Indemnitee's power.

Notice/Cooperation by Indemnitee. Indemnitee shall, as a condition precedent to the 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. 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). Omission of such Notice does not relieve the Company from any obligation that it may have to Indemnitee under this Agreement or otherwise unless and only to the extent that such omission can be shown to have prejudiced the Company. Notice shall be deemed received three five business days after the date postmarked if sent by domestic certified or registered mail, properly addressed; otherwise notice shall be deemed received when such notice shall actually be received by the Company. In addition, Indemnitee shall give the Company such information and cooperation as the Company may reasonably require and as shall be within Indemnitee's power.

Notice/Cooperation by Indemnitee. Promptly after receipt by Indemnitee of notice of the commencement of any Proceeding, Indemnitee shall, as a condition precedent to the Indemnitee’s right to be indemnified under this Agreement, give the Company notice in writing as soon as practicable of any claim made Proceeding against Indemnitee for which indemnification will or could be sought under this Agreement, provided, however, that unless the failure to notify causes material prejudice to the Company, Indemnitee’s failure to so notify the Company shall not relieve Company from its obligations to indemnify or pay Expenses under this Agreement or from any liability which the Company may otherwise have to Indemnitee. Notice to the Company shall be directed to the Chief Executive Financial Officer of the Company at the address shown on the signature page of this Agreement (Company’s principal offices or such other address as the Company shall designate in writing to Indemnitee). Omission of such Notice does not relieve the Company from any obligation that it may have to Indemnitee under this Agreement or otherwise unless and only to the extent that such omission can be shown to have prejudiced the Company. Notice shall be deemed received three business days after the date postmarked if sent by domestic certified or registered mail, properly addressed; otherwise notice shall be deemed received when such notice shall actually be received by the Company. In addition, Indemnitee shall give the Company such non-privileged information and cooperation as the Company it may reasonably require and as shall be within Indemnitee's ’s power.

Notice/Cooperation by Indemnitee. Indemnitee shall, as a condition precedent to the his 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 that no delay in providing such notice shall lessen Indemnitee’s entitlement to indemnification hereunder except to the extent that such delay actually and materially prejudices the Company’s ability to defend such claim. Notice to the Company shall be directed to the Chief Executive Officer President 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). Omission of such Notice does not relieve the Company from any obligation that it may have to Indemnitee under this Agreement or otherwise unless and only to the extent that such omission can be shown to have prejudiced the Company. Notice shall be deemed received three business days after the date postmarked if sent by domestic certified or registered mail, properly addressed, five business days if sent by airmail to a country outside of North America; otherwise notice shall be deemed received when such notice shall actually be received by the Company. In addition, Indemnitee shall give the Company such information and cooperation as the Company it may reasonably require and as shall be within Indemnitee's ’s power.