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, exonerated or held harmless or Indemnitee’s right to receive Expense Advances under this Agreement, give the Company notice in writing as soon as practicable of any Claim made against Indemnitee for which indemnification, exoneration or hold harmless rights will or could be sought under this Agreement. Notice to the Company shall be directed to the President and the Secretary 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) and shall include a description of the nature of the Claim and the facts underlying the Claim, in each case to the extent known to Indemnitee. To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification following the final disposition of such Claim. 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. The failure by Indemnitee to notify the Company hereunder will not relieve the Company from any liability which it may have to Indemnitee hereunder or otherwise than under this Agreement, and any delay in so notifying the Company shall not constitute a waiver by Indemnitee of any rights under this Agreement, except to the extent (solely with respect to the indemnity hereunder) that such failure or delay materially prejudices the Company.

Notice/Cooperation by Indemnitee. Indemnitee shall, as a condition precedent to Indemnitee’s right to be indemnified, exonerated or held harmless or Indemnitee’s right to receive Expense Advances under this Agreement, shall give the Company notice in writing as soon as practicable of any Claim made against Indemnitee for which indemnification, Expense Advances, exoneration or hold harmless rights right will or could be sought under this Agreement. Notice to the Company shall be directed to the President and the Secretary or 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) and shall include a description of the nature of the Claim and the facts underlying the Claim, in each case to the extent known to Indemnitee. To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification following the final disposition of such Claim. 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. The failure by Indemnitee to notify the Company hereunder will not relieve the Company from any liability which it may have to Indemnitee hereunder or otherwise than under this Agreement, and any delay in so notifying the Company shall not constitute a waiver by Indemnitee of any rights under this Agreement, except to the extent (solely with respect to the indemnity hereunder) that such failure or delay materially prejudices the Company.

Notice/Cooperation by Indemnitee. Indemnitee shall, as a condition precedent to Indemnitee’s right to be indemnified, exonerated or held harmless or Indemnitee’s right to receive Expense Advances indemnified under this Agreement, give the Company notice in writing as soon as practicable of any Claim made against Indemnitee for which indemnification, exoneration or hold harmless rights indemnification will or could be sought under this Agreement. Such notice shall contain the written affirmation of the Indemnitee that the standard of conduct necessary for indemnification hereunder has been satisfied. Notice to the Company shall be directed to the President and the Secretary of the Company at in the address shown on the signature page of this Agreement (or such other address as the Company shall designate manner provided in writing to Indemnitee) and shall include a description of the nature of the Claim and the facts underlying the Claim, in each case to the extent known to IndemniteeSection 19 hereof. To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification following the final disposition of such Claim. In addition, Indemnitee shall give the Company such information and cooperation with respect to such Claim as the Company it may reasonably require and as shall be within Indemnitee’s power. The failure by Indemnitee to notify A delay or defect in the Company hereunder will not relieve the Company from any liability which it may have to Indemnitee hereunder or otherwise than notice under this AgreementSection 9 shall not invalidate the Indemnitee’s right to indemnity under this Agreement unless, and any delay in so notifying the Company shall not constitute a waiver by Indemnitee of any rights under this Agreement, except only to the extent (solely with respect to the indemnity hereunder) that that, such failure delay or delay defect materially prejudices the Companydefense of the Claim or the availability to the Company of insurance coverage for such Claim. Failure to give notice under this Section shall not be a defense if the Company has actual notice of the Indemnitee’s claim for indemnification.

Notice/Cooperation by Indemnitee. Indemnitee shall, as a condition precedent to Indemnitee’s right to be indemnified, exonerated or held harmless or Indemnitee’s right to receive Expense Advances under this Agreement, give the Company notice in writing as soon as practicable of any Claim made against Indemnitee for which indemnification, exoneration or hold harmless rights will or could be sought under this Agreement. Notice to the Company shall be directed to the President and Chairman of the Secretary Board of Directors 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) and shall include a description of the nature of the Claim and the facts underlying the Claim, in each case to the extent known to Indemnitee. To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification following the final disposition of such Claim. 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. The failure by Indemnitee to notify the Company hereunder will not relieve the Company from any liability which it may have to Indemnitee hereunder or otherwise than under this Agreement, and any delay in so notifying the Company shall not constitute a waiver by Indemnitee of any rights under this Agreement, except to the extent (solely with respect to the indemnity hereunder) that such failure or delay materially prejudices the Company.

Notice/Cooperation by Indemnitee. Indemnitee shall, as a condition precedent to Indemnitee’s right to be indemnified, exonerated or held harmless or Indemnitee’s right to receive Expense Advances under this Agreement, shall give the Company notice in writing as soon as practicable of any Claim made against Indemnitee for which indemnification, exoneration indemnification or hold harmless rights Expense Advances will or could be sought under this Agreement. Notice to the Company shall be directed to the President and the Secretary or 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) and shall include a summary description of the nature of the Claim and the facts underlying the Claim, in each case to the extent reasonably known to and understood by Indemnitee. To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification following the final disposition of such Claim. 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. The failure by Indemnitee to notify the Company hereunder under this Agreement will not relieve the Company from any liability which it may have to Indemnitee hereunder under this Agreement or otherwise than under this Agreement, and any delay in so notifying the Company shall not constitute a waiver by Indemnitee of any rights under this Agreement, except to the extent (solely with respect to the indemnity hereunderunder this Agreement) that such failure or delay materially prejudices the Company.

Notice/Cooperation by Indemnitee. Indemnitee shall, as a condition precedent to Indemnitee’s right to be indemnified, exonerated or held harmless or Indemnitee’s right to receive Expense Advances under this Agreement, shall give the Company notice in writing as soon as practicable of any Claim made against Indemnitee for which indemnification, exoneration or hold harmless rights to be Indemnified will or could be sought under this AgreementDeed. Notice to the Company shall be directed to the President and the Secretary of the Company at the address shown on the signature page of this Agreement Company’s registered office (or such other address as the Company shall designate in writing to Indemnitee) and shall include a description of the nature of the Claim and the facts underlying the Claim, in each case to the extent known to Indemnitee. To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification be Indemnified following the final disposition of such Claim. 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. The failure by Indemnitee to so notify the Company hereunder will not relieve the Company from any liability which it may have to Indemnitee hereunder or otherwise than under this AgreementDeed, and any delay in so notifying the Company shall not constitute a waiver by Indemnitee of any rights under this AgreementDeed, except to the extent (solely with respect to the indemnity hereunderindemnification under this Deed) that such failure or delay materially prejudices the Company.

Notice/Cooperation by Indemnitee. Indemnitee shall, as a condition precedent to Indemnitee’s right to be indemnified, exonerated or held harmless or Indemnitee’s right to receive Expense Advances under this Agreement, shall give the Company notice in writing as soon as practicable of any Claim made against Indemnitee for which indemnification, exoneration or hold harmless rights to be Indemnified will or could be reasonably likely to be sought under this AgreementDeed. Notice to the Company shall be directed to the President and the Secretary company secretary of the Company at the address shown on the signature page of this Agreement Company’s registered office (or such other address as the Company shall designate in writing to Indemnitee) and shall include a description of the nature of the Claim and the facts underlying the Claim, in each case to the extent known to Indemnitee. To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification be Indemnified following the final disposition of such Claim. 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. The failure by Indemnitee to so notify the Company hereunder of any Claim pursuant to this Clause 4.2 will not relieve the Company from any liability which it may have to Indemnitee hereunder or otherwise than under this AgreementDeed, and any delay in so notifying the Company shall not constitute a waiver by Indemnitee of any rights under this AgreementDeed, except to the extent (solely with respect to the indemnity hereunderindemnification under this Deed) that such failure or delay materially prejudices the CompanyCompany in its defense of such Claim.

Notice/Cooperation by Indemnitee. Indemnitee shall, as a condition precedent to Indemnitee’s right to be indemnified, exonerated or held harmless or Indemnitee’s right to receive Expense Advances under this Agreement, shall give the Company notice in writing as soon as practicable of any Claim made against Indemnitee for which indemnification, exoneration or hold harmless rights to be Indemnified will or could be reasonably likely to be sought under this AgreementDeed. Notice to the Company shall be directed to the President and the Secretary company secretary of the Company at the address shown on the signature page of this Agreement Company’s registered office (or such other address as the Company shall designate in writing to Indemnitee) and shall include a description of the nature of the Claim and the facts underlying the Claim, in each case to the extent known to Indemnitee. To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification be Indemnified following the final disposition of such Claim. 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. The failure by Indemnitee to so notify the Company hereunder of any Claim pursuant to this Clause 4.2 will not relieve the Company from any liability which it may have to Indemnitee hereunder or otherwise than under this AgreementDeed, and any delay in so notifying the Company shall not constitute a waiver by Indemnitee of any rights under this AgreementDeed, except to the extent (solely with respect to the indemnity hereunderindemnification under this Deed) that such failure or delay materially prejudices the Company.

Notice/Cooperation by Indemnitee. Indemnitee shall, as a condition precedent to Indemnitee’s 's right to be indemnified, exonerated or held harmless or Indemnitee’s right to receive Expense Advances indemnified under this Agreement, give the Company notice in writing as soon as practicable of any Claim made against Indemnitee for which indemnification, exoneration or hold harmless rights indemnification will or could be sought under this Agreement; provided however, that a failure to provide such notice in accordance with this Section 2(b) shall not affect Indemnitee's rights to receive any Expenses or Expense Advances hereunder unless and to the extent that the Company did not otherwise receive notice of such Claim and such failure of Indemnitee to provide such notice results in the forfeiture by the Company of substantial rights and defenses. Notice to the Company shall be directed to the President and the Secretary Chief Executive Officer of the Company Company, with a copy to the Company's Secretary, at the address shown on the signature page of this Agreement (or such other address as the Company shall designate in writing to Indemnitee) and shall include a description of the nature of the Claim and the facts underlying the Claim, in each case to the extent known to Indemnitee. To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification following the final disposition of such Claim). 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. The failure Promptly after receipt by Indemnitee, or the Company, of any notice or document respecting the commencement of a Claim naming or involving Indemnitee and relating to notify the Company hereunder will not relieve the Company from any liability an Indemnifiable Event with respect to which it Indemnitee may have be entitled to Indemnitee hereunder indemnification or otherwise than under an Expense Advance pursuant to this Agreement, and any delay in so notifying the Company party receiving the same shall not constitute a waiver by Indemnitee notify the other party promptly of any rights under this Agreement, except to the extent (solely with respect to the indemnity hereunder) that such failure or delay materially prejudices the Companyreceipt.

Notice/Cooperation by Indemnitee. Indemnitee shall, as a condition precedent to Indemnitee’s 's right to be indemnified, exonerated or held harmless or Indemnitee’s right to receive Expense Advances indemnified under this Agreement, give the Company notice in writing as soon as practicable of any Claim made against Indemnitee for which indemnification, exoneration or hold harmless rights indemnification will or could be sought under this Agreement; but the Indemnitee's failure to so notify the Company shall not relieve the Company from any liability that it may have to Indemnitee under this Agreement, except to the extent that the Company is able to establish that its ability to avoid such liability was prejudiced in a material respect by such failure and except as provided in Section 2(f). Notice to the Company shall be directed to the President and the Secretary 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) and shall include a description of the nature of the Claim and the facts underlying the Claim, in each case to the extent known to Indemnitee. To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification following the final disposition of such Claim). 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. The failure Any costs or expenses (including attorneys' fees and disbursements) actually and reasonably incurred by Indemnitee to notify in so cooperating shall be borne by the Company hereunder will not relieve (irrespective of the determination as to Indemnitee's entitlement to indemnification) and the Company from any liability which it may have hereby indemnifies and agrees to hold Indemnitee hereunder or otherwise than under this Agreement, and any delay in so notifying the Company shall not constitute a waiver by Indemnitee of any rights under this Agreement, except to the extent (solely with respect to the indemnity hereunder) that such failure or delay materially prejudices the Companyharmless therefrom.

Notice/Cooperation by Indemnitee. Indemnitee shall, as a condition precedent to Indemnitee’s right to be indemnified, exonerated or held harmless or Indemnitee’s right to receive Expense Advances indemnified under this Agreement, give the Company notice in writing as soon as practicable of any Claim made against Indemnitee for which indemnification, exoneration or hold harmless rights indemnification will or could be sought under this Agreement. Notice to Notwithstanding the Company shall be directed to foregoing, the President and the Secretary 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) and shall include a description of the nature of the Claim and the facts underlying the Claim, in each case to the extent known to Indemnitee. To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification following the final disposition of such Claim. 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. The failure by Indemnitee to notify the Company hereunder will not relieve the Company from any liability which it may have to Indemnitee hereunder or otherwise than under this Agreement, and any delay in so notifying the Company shall not constitute a waiver by Indemnitee of any rights rights, except to the extent that such failure or delay materially prejudices the Company 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). In addition, Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within Indemnitee's power. Any costs or expenses (including attorneys’ fees and disbursements) reasonably incurred by Indemnitee in providing such information or cooperation shall be borne by the Company, to the extent permitted by applicable law. Any delay in providing the requested information or cooperation will not relieve the Company from its obligations under this Agreement, except to the extent (solely with respect to the indemnity hereunder) that such failure or delay materially prejudices the Companyis prejudicial.

Notice/Cooperation by Indemnitee. Indemnitee shall, as a condition precedent to Indemnitee’s right to be indemnified, exonerated or held harmless or Indemnitee’s right to receive Expense Advances under this Agreement, give the Company notice in writing as soon as practicable of any Claim made against Indemnitee for which indemnification, exoneration or hold harmless rights will or could be sought under this Agreement and, in connection with Indemnitee’s right to receive Expense Advances under this Agreement. , provide the Company with a signed, written undertaking, in the form attached hereto as Exhibit A. Notice to the Company shall be directed to the President General Counsel and the Corporate Secretary of the Company at the address (including electronic address) shown on the signature page of this Agreement (or such other address as the Company shall designate in writing to Indemnitee) and shall include a description of the nature of the Claim and the facts underlying the Claim, in each case to the extent known to Indemnitee. To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification following the final disposition of such Claim. 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. The failure by Indemnitee to notify the Company hereunder will not relieve the Company from any liability which it may have to Indemnitee hereunder or otherwise than under this Agreement, and any delay in so notifying the Company shall not constitute a waiver by Indemnitee of any rights under this Agreement, except to the extent (solely with respect to the indemnity hereunder) that such failure or delay materially prejudices the Company.

Notice/Cooperation by Indemnitee. Indemnitee shall, as a condition precedent to Indemnitee’s right to be indemnified, exonerated or held harmless or Indemnitee’s right to receive Expense Advances under this Agreement, shall give the Company notice in writing as soon as practicable of any Claim made against Indemnitee for which indemnification, exoneration or hold harmless rights to be Indemnified will or could be reasonably likely to be sought under this Agreement. Notice to the Company shall be directed to the President and the Secretary General Partner’s Board of the Company Managers at the address shown on the signature page of this Agreement General Partner’s registered office (or such other address as the Company shall designate in writing to Indemnitee) and shall include a description of the nature of the Claim and the facts underlying the Claim, in each case to the extent known to Indemnitee. To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification be Indemnified following the final disposition of such Claim. 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. The failure by Indemnitee to so notify the Company hereunder of any Claim pursuant to this Clause 4.2 will not relieve the Company from any liability which it may have to Indemnitee hereunder or otherwise than under this Agreement, and any delay in so notifying the Company shall not constitute a waiver by Indemnitee of any rights under this Agreement, except to the extent (solely with respect to the indemnity hereunderindemnification under this Agreement) that such failure or delay materially prejudices the CompanyCompany in its defense of such Claim.

Notice/Cooperation by Indemnitee. Indemnitee shall, as a condition precedent to Indemnitee’s right to be indemnified, exonerated or held harmless or Indemnitee’s right to receive Expense Advances under this Agreement, give the Company notice in writing as soon as practicable of any Claim made against Indemnitee for which indemnification, exoneration or hold harmless rights will or could be sought under this Agreement. Notice to the Company shall be directed to the President and the Secretary of the Company at the address shown on the signature page set forth in Schedule 1 of this Agreement (or such other address as the Company shall designate in writing to Indemnitee) and shall include a description of the nature of the Claim and the facts underlying the Claim, in each case to the extent known to Indemnitee. To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification following the final disposition of such Claim. 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. The failure by Indemnitee to notify the Company hereunder will not relieve the Company from any liability which it may have to Indemnitee hereunder or otherwise than under this Agreement, and any delay in so notifying the Company shall not constitute a waiver by Indemnitee of any rights under this Agreement, except to the extent (solely with respect to the indemnity Indemnity hereunder) that such failure or delay materially prejudices the Company.

Notice/Cooperation by Indemnitee. Indemnitee shall, as a condition precedent to Indemnitee’s 's right to be indemnified, exonerated or held harmless or Indemnitee’s right to receive Expense Advances indemnified under this Agreement, give the Company notice in writing as soon as practicable of any Claim made against Indemnitee for which indemnification, exoneration or hold harmless rights indemnification will or could be sought under this Agreement. Such notice shall contain the written affirmation of the Indemnitee that the standard of conduct necessary for indemnification hereunder has been satisfied. Notice to the Company shall be directed to the President and the Secretary of the Company at in the address shown on the signature page of this Agreement (or such other address as the Company shall designate manner provided in writing to Indemnitee) and shall include a description of the nature of the Claim and the facts underlying the Claim, in each case to the extent known to IndemniteeSection 19 hereof. To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification following the final disposition of such Claim. In addition, Indemnitee shall give the Company such information and cooperation with respect to such Claim as the Company it may reasonably require and as shall be within Indemnitee’s 's power. The failure by Indemnitee to notify A delay or defect in the Company hereunder will not relieve the Company from any liability which it may have to Indemnitee hereunder or otherwise than notice under this AgreementSection 9 shall not invalidate the Indemnitee's right to indemnity under this Agreement unless, and any delay in so notifying the Company shall not constitute a waiver by Indemnitee of any rights under this Agreement, except only to the extent (solely with respect to the indemnity hereunder) that that, such failure delay or delay defect materially prejudices the Companydefense of the Claim or the availability to the Company of insurance coverage for such Claim. Failure to give notice under this Section shall not be a defense if the Company has actual notice of the Indemnitee's claim for indemnification.

Notice/Cooperation by Indemnitee. Indemnitee shall, as a condition precedent to Indemnitee’s 's right to be indemnified, exonerated or held harmless or Indemnitee’s right to receive Expense Advances indemnified under this Agreement, give the Company notice in writing as soon as practicable of any Claim made against Indemnitee for which indemnification, exoneration or hold harmless rights indemnification will or could be sought under this Agreement. Notice to the Company shall be directed to the President and the Secretary Chief Executive Officer of the Company Company, with a copy to the Company's Secretary, at the address shown on the signature page of this Agreement (or such other address as the Company shall designate in writing to Indemnitee) and shall include a description of the nature of the Claim and the facts underlying the Claim, in each case to the extent known to Indemnitee. To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification following the final disposition of such Claim). 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. The failure Promptly after receipt by Indemnitee, or the Company, of any notice or document respecting the commencement of a Claim naming or involving Indemnitee and relating to notify the Company hereunder will not relieve the Company from any liability an Indemnifiable Event with respect to which it Indemnitee may have be entitled to Indemnitee hereunder indemnification or otherwise than under an Expense Advance pursuant to this Agreement, and any delay in so notifying the Company party receiving the same shall not constitute a waiver by Indemnitee notify the other party promptly of any rights under this Agreement, except to the extent (solely with respect to the indemnity hereunder) that such failure or delay materially prejudices the Companyreceipt.

Notice/Cooperation by Indemnitee. Indemnitee shall, as a condition precedent to Indemnitee’s right to be indemnified, exonerated or held harmless or Indemnitee’s right to receive Expense Advances indemnified under this Agreement, give the Company notice in writing as soon as reasonably practicable of any Claim made against Indemnitee for which indemnification, exoneration or hold harmless rights indemnification will or could be sought under this Agreement; provided, however, that the failure to give any such notice shall not disqualify Indemnitee from the right, or otherwise affect in any manner any right of Indemnitee, to receive payments or advancements of Expenses unless the Company’s ability to defend in such Claim is materially and adversely prejudiced thereby, and then only to the extent thereof. Notice to the Company shall be directed to the President and the Secretary Chief Executive Officer of the Company Company, with a copy to the Company’s Secretary, at the address shown on the signature page of this Agreement (or such other address as the Company shall designate in writing to Indemnitee) and shall include a description of the nature of the Claim and the facts underlying the Claim, in each case to the extent known to Indemnitee. To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification following the final disposition of such Claim). 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. The failure Promptly after receipt by Indemnitee, or the Company, of any notice or document respecting the commencement of a Claim naming or involving Indemnitee and relating to notify the Company hereunder will not relieve the Company from any liability an Indemnifiable Event with respect to which it Indemnitee may have be entitled to Indemnitee hereunder indemnification or otherwise than under an Expense Advance pursuant to this Agreement, and any delay the party receiving the same shall notify the other party promptly in so notifying the Company shall not constitute a waiver by Indemnitee writing pursuant to Section 16 hereof of any rights under this Agreementsuch receipt, except to the extent (solely together with respect to the indemnity hereunder) that copies of such failure notice or delay materially prejudices the Companydocument.

Notice/Cooperation by Indemnitee. Indemnitee shall, as a condition precedent to Indemnitee’s right to be indemnified, exonerated or held harmless or Indemnitee’s right to receive Expense Advances under this Agreement, shall give the Company notice in writing as soon as practicable upon the sooner of any Claim made against Indemnitee for which indemnification, exoneration (a) becoming aware of a Proceeding where indemnification or hold harmless rights will or could the advancement of Expenses may be sought under this Agreementor (b) being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any matter which may be subject to indemnification or the advancement of Expenses covered hereunder. Notice to the Company shall be directed to the President and the Secretary General Counsel 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) and Indemnitee pursuant to Section 15 hereof). Notice shall include a description of the nature of the Claim and the facts underlying the Claim, be deemed received as set forth in each case to the extent known to Indemnitee. To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification following the final disposition of such ClaimSection 15 hereof. In addition, Indemnitee shall give the Company such information and cooperation as in the Company may reasonably require and defense of any Proceeding as shall be within Indemnitee’s power, except that Indemnitee shall not be required to give the Company information that is privileged or confidential as to Indemnitee. The failure by of Indemnitee to notify give the Company hereunder will notice required under this Section 2(b) shall not relieve the Company from of any liability which obligation it may have to Indemnitee hereunder or otherwise than hereunder, provided that giving such notice shall be a condition precedent to Indemnitee’s right to be indemnified under this Agreement, and any delay in so notifying Agreement if the Company shall not constitute a waiver by Indemnitee of any rights under this Agreement, except failure to the extent (solely with respect to the indemnity hereunder) that give such failure or delay notice materially prejudices any right, claim or defense available to the Company.

Notice/Cooperation by Indemnitee. Indemnitee shall, as a condition precedent to Indemnitee’s right to be indemnified, exonerated or held harmless or Indemnitee’s right to receive Expense Advances under this Agreement, shall give the Company notice in writing as soon as practicable of any Claim made against Indemnitee for which indemnification, exoneration or hold harmless rights to be Indemnified will or could be sought under this AgreementDeed. Notice to the Company shall be directed to the President and the Company Secretary of the Company at the address shown on the signature page of this Agreement Company's registered office (or such other address as the Company shall designate in writing to Indemnitee) and shall include a description of the nature of the Claim and the facts underlying the Claim, in each case to the extent known to Indemnitee. To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification be Indemnified following the final disposition of such Claim. 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. The failure by Indemnitee to so notify the Company hereunder will not relieve the Company from any liability which it may have to Indemnitee hereunder or otherwise than under this AgreementDeed, and any delay in so notifying the Company shall not constitute a waiver by Indemnitee of any rights under this AgreementDeed, except to the extent (solely with respect to the indemnity hereunderindemnification under this Deed) that such failure or delay materially prejudices the Company.

Notice/Cooperation by Indemnitee. Indemnitee shall, as a condition precedent to Indemnitee’s right to be indemnified, exonerated or held harmless or Indemnitee’s right to receive Expense Advances indemnified under this Agreement, give the Company notice in writing as soon as practicable of any Claim made against Indemnitee for which indemnification, exoneration or hold harmless rights indemnification will or could be sought under this Agreement. Notice to Notwithstanding the Company shall be directed to foregoing, the President and the Secretary 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) and shall include a description of the nature of the Claim and the facts underlying the Claim, in each case to the extent known to Indemnitee. To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification following the final disposition of such Claim. 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. The failure by Indemnitee to notify the Company hereunder will not relieve the Company from any liability which it may have to Indemnitee hereunder or otherwise than under this Agreement, and any delay in so notifying the Company shall not constitute a waiver by Indemnitee of any rights rights, except to the extent that such failure or delay materially prejudices the Company 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). In addition, Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within Indemnitee’s power. Any costs or expenses (including attorneys’ fees and disbursements) reasonably incurred by Indemnitee in providing such information or cooperation shall be borne by the Company, to the extent permitted by applicable law. Any delay in providing the requested information or cooperation will not relieve the Company from its obligations under this Agreement, except to the extent (solely with respect to the indemnity hereunder) that such failure or delay materially prejudices the Companyis prejudicial.

Notice/Cooperation by Indemnitee. Indemnitee shall have the right and duty to defend and contest any Claim. Indemnitee shall, as a condition precedent to Indemnitee’s right to be indemnified, exonerated or held harmless or Indemnitee’s right to receive Expense Advances indemnified under this Agreement, give the Company notice in writing as soon as practicable of any Claim made against Indemnitee for which indemnification, exoneration or hold harmless rights 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 prejudices the Company’s right to defend against such action. Notice to the Company shall be directed to the President and the Secretary 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) and shall include a description ), or if Indemnitee is then the Chief Executive Officer of the nature Company, such notice shall be directed to the Chairman of the Claim and Company’s Board of Directors, at the facts underlying the Claim, in each case to the extent known to Indemnitee. To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification following the final disposition of such Claimsame address. In addition, Indemnitee shall give the Company such all information and full cooperation as the Company it may reasonably require and as shall be within Indemnitee’s power. The failure Without derogating from the Company’s right to take over the defense of any Claim under Section 8 below, and except in connection with a Claim made by Indemnitee to notify the Company hereunder will not relieve the Company from any liability which it may have to Indemnitee hereunder directly or otherwise than under this Agreementby way of a derivative action, and any delay in so notifying the Company shall have the right to effectively associate with Indemnitee in the defense and settlement of any Claim that indemnification hereunder is likely to be sought therefor, including but not constitute limited to the right to select a waiver counsel and to effectively associate in the negotiations of any settlement. The Company will have no liability or obligation pursuant to this Agreement to pay any Indemnification Amount for any amount expended or financial obligation incurred by Indemnitee of pursuant to any rights under this Agreementcompromise or settlement agreement reached in any civil suit, except to the extent (solely with respect to the indemnity hereunder) that such failure demand or delay materially prejudices other proceeding as aforesaid without the Company’s consent to such compromise or settlement.

Notice/Cooperation by Indemnitee. Indemnitee shall, as a condition precedent to Indemnitee’s right to be indemnified, exonerated or held harmless or Indemnitee’s right to receive Expense Advances under this Agreement, shall give the Company notice in writing as soon as practicable of any Claim made against Indemnitee for which indemnification, exoneration indemnification or hold harmless rights Expense Advances will or could be sought under this Agreement. Notice to the Company shall be directed to the President and the Secretary or Chief Executive Officer or other appropriate 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) and shall include a summary description of the nature of the Claim and the facts underlying the Claim, in each case to the extent reasonably known to and understood by Indemnitee. To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification following the final disposition of such Claim. 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. The failure by Indemnitee to notify the Company hereunder under this Agreement will not relieve the Company from any liability which it may have to Indemnitee hereunder under this Agreement or otherwise than under this Agreement, and any delay in so notifying the Company shall not constitute a waiver by Indemnitee of any rights under this Agreement, except to the extent (solely with respect to the indemnity hereunderunder this Agreement) that such failure or delay materially prejudices the Company.

Notice/Cooperation by Indemnitee. Indemnitee shall, as a condition precedent to Indemnitee’s right to be indemnified, exonerated or held harmless or Indemnitee’s right to receive Expense Advances under this Agreement, shall give the Company notice in writing as soon as practicable of any Claim Proceeding or claim made against Indemnitee for which indemnification, exoneration or hold harmless rights indemnification will or could be sought under this Agreement. The written notification to the Company shall include a description of the nature of the claim or Proceeding and the facts underlying, in each case to the extent known to Indemnitee. Notice to the Company shall be directed to the President and the Secretary Chief Financial 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) and shall include a description of the nature of the Claim and the facts underlying the Claim, in each case to the extent known to Indemnitee). To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification following the final disposition of such Claim. In addition, Indemnitee shall give the Company such information and cooperation as the Company may reasonably require and as Notice shall be within Indemnitee’s powerdeemed received three (3) business days after the date postmarked if sent by domestic certified or registered mail, properly addressed; or five (5) business days if sent by airmail from a country outside of North America; otherwise, notice shall be deemed received when such notice shall actually be received by the Company. The failure by Indemnitee to notify the Company hereunder will not relieve the Company from any liability which it may have to Indemnitee hereunder or otherwise than under this Agreement, and any delay in so notifying the Company shall not constitute a waiver by Indemnitee of any rights under this Agreement, except to the extent (solely with respect to the indemnity hereunder) that such failure or delay materially prejudices the Company. 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, exonerated or held harmless or Indemnitee’s right to receive Expense Advances under this Agreement, give the Company notice in writing as soon as practicable of any Claim made against Indemnitee for which indemnification, exoneration or hold harmless rights will or could be sought under this Agreement. Notice to the Company shall be directed to the President and the Secretary 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) and shall include a description of the nature of the Claim and the facts underlying the Claim, in each case to the extent known to Indemnitee). To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification following the final disposition of such Claim. 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; provided, however, that in no case shall Indemnitee be required to convey any information that would cause Indemnitee to waive any privilege accorded by applicable law. The failure by Indemnitee to notify the Company hereunder will not relieve the Company from any liability which it may have to Indemnitee hereunder or otherwise than under this Agreement, and any delay in so notifying the Company shall not constitute a waiver by Indemnitee of any rights under this Agreement, except to the extent (solely with respect to the indemnity hereunder) that such failure or delay materially prejudices the Company. Notwithstanding the foregoing, 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.