Common use of Notice of Indemnity Claim Clause in Contracts

Notice of Indemnity Claim. If any Proceeding is brought, instituted or threatened in respect of any Indemnified Party which may result in a claim for indemnification under this agreement, such Indemnified Party shall promptly after receiving notice thereof notify the Corporation of the nature of such claim, in writing, and the Corporation shall be entitled (but not required) to assume conduct of the defence thereof and retain counsel on behalf of the Indemnified Party who is reasonably satisfactory to the Indemnified Party, to represent the Indemnified Party in such Proceeding and the Corporation shall pay the fees and disbursements of such counsel and all other reasonable expenses of the Indemnified Party relating to such Proceeding as incurred. Failure to so notify the Corporation shall not relieve the Corporation from liability except and only to the extent that the failure materially prejudices the Corporation. If the Corporation assumes conduct of the defence for an Indemnified Party, the Indemnified Party shall fully cooperate in the defence including without limitation the provision of documents, appropriate officers and employees to give witness statements, attend examinations for discovery, make affidavits, meet with counsel, testify and divulge all information reasonably required to defend or prosecute the Proceedings. In any such Proceeding the Indemnified Party shall have the right to employ separate counsel and to participate in the defence thereof if:

Notice of Indemnity Claim. If any Proceeding is brought, instituted or threatened in respect of any Indemnified Party which may result in a claim for indemnification under this agreementAgreement, such Indemnified Party shall promptly after receiving notice thereof notify the Corporation of the nature of such claim, in writing, claim and the Corporation shall be entitled (but not required) to assume conduct of the defence thereof and retain counsel on behalf of the Indemnified Party who is reasonably satisfactory to the Indemnified Party, acting reasonably, to represent the Indemnified Party in such Proceeding and the Corporation shall pay the fees and disbursements of such counsel and all other reasonable expenses of the Indemnified Party relating to such Proceeding as incurred. Failure to so notify the Corporation shall not relieve the Corporation from liability except and only to the extent that the failure materially prejudices the Corporation. If the Corporation assumes conduct of the defence for an Indemnified Party, the Indemnified Party shall fully cooperate in the defence including without limitation the provision of documents, appropriate officers and employees to give witness statements, attend examinations for discovery, make affidavits, meet with counsel, testify and divulge all information reasonably required to defend or prosecute the Proceedings. In any such Proceeding the Indemnified Party shall have the right to employ separate counsel and to participate in the defence thereof if:

Notice of Indemnity Claim. If any Proceeding is brought, instituted or threatened in respect of against any Indemnified Party which may result in a claim for indemnification under this agreementAgreement, such Indemnified Party shall promptly after receiving notice thereof notify the Corporation as soon as possible of the nature of such claim, in writing, and the Corporation shall be entitled (but not required) to assume conduct of the defence thereof and retain counsel on behalf of the Indemnified Party who is reasonably satisfactory to the Indemnified Party, acting reasonably, to represent the Indemnified Party in such Proceeding and the Corporation shall pay the fees and disbursements of such counsel and all other reasonable expenses of the Indemnified Party relating to such Proceeding as incurred. Failure to so notify the Corporation shall not relieve the Corporation from liability except and only to the extent that the failure materially prejudices the Corporation. If the Corporation assumes conduct of the defence for an Indemnified Party, the Indemnified Party shall fully cooperate in the defence including including, without limitation limitation, the provision of documents, appropriate officers and employees to give witness statements, attend examinations for discovery, make affidavits, meet with counsel, testify and divulge all information reasonably required to defend or prosecute the Proceedings. In any such Proceeding the Indemnified Party shall have the right to employ separate counsel and to participate in the defence thereof if:

Notice of Indemnity Claim. If Promptly after receipt by an indemnified party under this Section 7 of notice of the commencement of any Proceeding is broughtaction, instituted or threatened such indemnified party shall, if a claim in respect of thereof is to be made against any Indemnified Party which may result in a claim for indemnification indemnifying party under this agreementSection 7, such Indemnified Party shall promptly after receiving notice thereof notify the Corporation indemnifying party of the nature of such claimcommencement thereof; provided, in writinghowever, and the Corporation shall be entitled (but not required) that failure so to assume conduct of the defence thereof and retain counsel on behalf of the Indemnified Party who is reasonably satisfactory to the Indemnified Party, to represent the Indemnified Party in such Proceeding and the Corporation shall pay the fees and disbursements of such counsel and all other reasonable expenses of the Indemnified Party relating to such Proceeding as incurred. Failure to so notify the Corporation indemnifying party shall not relieve the Corporation from liability except affect any indemnifying party's obligations hereunder unless and then only to the extent that such failure over an extended period of time shall have materially prejudiced the failure materially prejudices the Corporationindemnifying party. If the Corporation assumes conduct In case any such action is brought against any indemnified party, and it notifies any indemnifying party of the defence for an Indemnified Partycommencement thereof, the Indemnified Party shall fully cooperate in the defence including without limitation the provision of documents, appropriate officers and employees to give witness statements, attend examinations for discovery, make affidavits, meet with counsel, testify and divulge all information reasonably required to defend or prosecute the Proceedings. In any such Proceeding the Indemnified Party shall have the right to employ separate counsel and indemnifying party will be entitled to participate in the defence thereof if:defense thereof, with counsel reasonably satisfactory to such indemnified party. Notwithstanding the foregoing, the indemnified party may retain its own counsel, who shall be reasonably satisfactory to the indemnifying party. The reasonable fees and expenses of such counsel shall be borne by the indemnifying party. An indemnified party shall not enter into a compromise or settlement of any claim or agree to a judgment without the consent of the indemnifying party.

Notice of Indemnity Claim. If any Proceeding is brought, instituted or threatened in respect of any Indemnified Party which may result in a claim for indemnification against an Indemnitor under this agreementAgreement, such Indemnified Party shall promptly after receiving notice thereof notify the Corporation applicable Indemnitor, of the nature of such claim, in writing, claim and the Corporation applicable Indemnitor, shall be entitled (but not required) to assume conduct of the defence thereof and retain counsel on behalf of the Indemnified Party who is reasonably satisfactory to the Indemnified Party, acting reasonably, to represent the Indemnified Party in such Proceeding and the Corporation applicable Indemnitor shall pay the reasonable fees and disbursements of such counsel and all other reasonable expenses of the Indemnified Party relating to such Proceeding as incurred. Failure to so notify the Corporation applicable Indemnitor shall not relieve the Corporation such Indemnitor from liability except and only to the extent that the failure materially prejudices the CorporationIndemnitor. If the Corporation applicable Indemnitor assumes conduct of the defence for an Indemnified Party, the Indemnified Party shall fully cooperate in the defence including without limitation the provision of documents, appropriate officers and employees to give witness statements, attend examinations for discovery, make affidavits, meet with counsel, testify and divulge all information reasonably required to defend or prosecute the Proceedings. In any such Proceeding the Indemnified Party shall have the right to employ separate counsel and to participate in the defence thereof if:

Notice of Indemnity Claim. If any Proceeding is brought, instituted or threatened in respect of any Indemnified Party which may result in a claim for indemnification under this agreementAgreement, such an Indemnified Party shall promptly after receiving notice thereof notify the Corporation of the nature of such claim, in writing, and the Corporation shall be entitled (but not required) to assume conduct of the defence thereof and retain counsel on behalf of the Indemnified Party who is reasonably satisfactory to the Indemnified Party, acting reasonably, to represent the Indemnified Party in such Proceeding and the Corporation shall pay the fees and disbursements of such counsel and all other reasonable expenses of the Indemnified Party relating to such Proceeding as incurred. Failure to so notify the Corporation shall not relieve the Corporation from liability except and only to the extent that the failure materially prejudices the Corporation. Except as provided below, upon the Corporation notifying the Indemnified in writing of its election to assume the defence and retaining counsel, the Corporation shall not be liable to the Indemnified Party for any legal expenses subsequently incurred by them in connection with such defence. If the Corporation assumes conduct of the defence for an Indemnified Party, the Indemnified Party shall fully cooperate in the defence including without limitation the provision of documents, appropriate officers and employees to give witness statements, attend examinations for discovery, make affidavits, meet with counsel, testify and divulge all information reasonably required to defend or prosecute the Proceedings. In any such Proceeding Proceeding, the Indemnified Party shall have the right to employ separate counsel and to participate in the defence thereof if:

Notice of Indemnity Claim. If any Proceeding is brought, instituted or threatened in respect of any Indemnified Party which may result in a claim for indemnification under this agreementAgreement, such Indemnified Party shall promptly after receiving notice thereof notify the Corporation of the nature of such claim, in writing, claim and the Corporation shall be entitled (but not required) to assume conduct of the defence thereof and retain counsel on behalf of the Indemnified Party who is reasonably satisfactory to the Indemnified Party, acting reasonably, to represent the Indemnified Party in such Proceeding and the Corporation shall pay the fees and disbursements of such counsel and all other reasonable expenses of the Indemnified Party relating to such Proceeding as incurred. Failure to so notify the Corporation shall not relieve the Corporation from liability except and only to the extent that the failure materially prejudices the Corporation. If the Corporation assumes conduct of the defence for an Indemnified Party, the Indemnified Party shall fully cooperate in the defence defence, including without limitation the provision of documents, appropriate officers and employees to give witness statements, attend examinations for discovery, make affidavits, meet with counsel, testify and divulge all information reasonably required to defend or prosecute the Proceedings. In any such Proceeding the Indemnified Party shall have the right to employ separate counsel and to participate in the defence thereof if: