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. 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. 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 reasonably practicable of Indemnitee's receipt of notice of any Claim (for purposes of this Section 2(b) and the notice required by the Indemnitee to the Company under this section the term "Claim" shall not include a threatened Claim) made against 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 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 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. 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 or to receive Expense Advances under this Agreement, give the Company notice in writing as soon as practicable of any Claim made made, or to Indemnitee’s knowledge, threatened against Indemnitee for which Indemnification indemnification will or could be sought under this Agreement, ; provided, however, that any Indemnitee’s failure to provide notice in connection with such notice a threatened Claim shall not affect Indemnitee's rights ’s right to any such indemnification hereunder or Expense Advances 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 with a copy directed to the Indemnitee is then the Chief Executive Officer General Counsel 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 promptly 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 Notice (defined below) 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 the failure to so provide Notice to the Company shall not relieve the Company from any liability unless, and only to the extent that, Indemnitee’s failure to provide such notice Notice shall not affect Indemnitee's rights to indemnification hereunder unless and to the extent such failure to provide notice have materially and adversely prejudices affected 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 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. Indemnitee shall, as a condition precedent to Indemnitee's ’s right to be indemnified or to receive Expense Advances under this Agreement, give the Company notice in writing as soon as practicable of any Claim made made, or to Indemnitee’s knowledge, threatened against Indemnitee for which Indemnification indemnification will or could be sought under this Agreement, ; provided, however, that any Indemnitee’s failure to provide notice in connection with such notice a threatened Claim shall not affect Indemnitee’s right to any such indemnification or Expense Advances unless the Company's rights ability to indemnification hereunder unless and 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 with a copy directed to the Indemnitee is then the Chief Executive Officer General Counsel 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 promptly 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, provided however, that any failure to provide such notice in accordance with this Section 2(b) shall not affect Indemnitee's ’s rights to indemnification receive any Expenses or Expense Advances hereunder unless and except to the extent that the Company did not otherwise receive notice of such Claim and such failure of Indemnitee to provide such notice materially results in the forfeiture by the Company of substantial rights and adversely prejudices the Company's right to defend against such actiondefenses. 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 (in the possession of, or reasonably obtainable without material expense by, Indemnitee) and cooperation as it may reasonably require and as shall be within Indemnitee's power’s reasonable power and control.

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 indemnification will or could be sought under this Agreement, provided, however, that any failure to provide such notice in accordance with this Section 2(b) shall not affect Indemnitee's rights to indemnification receive any Expenses or Expense Advances hereunder unless and except to the extent that the Company did not otherwise receive notice of such Claim and such failure of Indemnitee to provide such notice materially results in the forfeiture by the Company of substantial rights and adversely prejudices the Company's right to defend against such actiondefenses. 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 (in the possession of, or reasonably obtainable without material expense by, Indemnitee) and cooperation as it may reasonably require and as shall be within Indemnitee's powerreasonable power and control.

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.

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, that any failure to provide such notice in accordance with this Section 2(b) shall not affect Indemnitee's ’s rights to indemnification receive any Expenses or Expense Advances hereunder unless and except to the extent that the Company did not otherwise receive notice of such Claim and such failure of Indemnitee to provide such notice materially results in the forfeiture by the Company of substantial rights and adversely prejudices the Company's right to defend against such actiondefenses. 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 (in the possession of, or reasonably obtainable without material expense by, Indemnitee) and cooperation as it may reasonably require and as shall be within Indemnitee's power’s reasonable power and control.

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 ’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 indemnification will or could be sought under this Agreement, provided, however, provided that any the failure to provide give such notice shall not affect terminate Indemnitee's rights ’s right to indemnification hereunder unless under the DGCL, the Certificate of Incorporation, the By-Laws, any other agreement, any vote of stockholders or the Board or otherwise and solely with respect to this Agreement except and only to the extent such failure to provide notice materially and adversely prejudices the Company's right to defend against such action’s rights hereunder have been materially adversely affected thereby. 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.