Notice of Proceedings. The Indemnitee agrees to notify the Company promptly in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification or advancement of Expenses covered hereunder. However, the Indemnitee’s failure to so notify the Company shall not relieve the Company from any liability it may have to the Indemnitee under this Agreement, except to the extent that the Indemnitee’s failure to so notify the Company materially prejudices the Company with respect to said Proceeding or matter.
Appears in 19 contracts
Samples: Indemnification Agreement (CNL Strategic Capital, LLC), Indemnification Agreement (CNL Healthcare Properties, Inc.), Indemnification Agreement (CNL Healthcare Properties II, Inc.)
Notice of Proceedings. The Indemnitee agrees to notify the Company promptly in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification or advancement of Expenses covered hereunder. However, but the Indemnitee’s failure 's omission to so notify the Company shall not relieve the Company from any liability which it may have to the Indemnitee under this Agreement, except to the extent that the Indemnitee’s failure to so notify the Company materially prejudices the Company with respect to said Proceeding or matter.
Appears in 12 contracts
Samples: Indemnification Agreement (CNL Income Properties Inc), Indemnification Agreement (CNL Hospitality Properties Inc), Indemnification Agreement (Dividend Capital Trust Inc)
Notice of Proceedings. The Indemnitee agrees to notify the Company promptly in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification or advancement of Expenses covered hereunder. However, but the Indemnitee’s failure omission to so notify the Company shall not relieve the Company from any liability which it may have to the Indemnitee under this Agreement, except to the extent that the Indemnitee’s failure to so notify the Company materially prejudices the Company with respect to said Proceeding or matter.
Appears in 5 contracts
Samples: Indemnification Agreement (CNL Income Properties Inc), Indemnification Agreement (CNL Hospitality Properties II, Inc.), Indemnification Agreement (CNL Retirement Properties Inc)
Notice of Proceedings. The Indemnitee agrees promptly to notify the Company promptly in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification or advancement of Expenses covered hereunder. However, the Indemnitee’s The failure of Indemnitee to so notify the Company shall not relieve the Company from of any liability obligation which it may have to the Indemnitee under this Agreement, except to the extent that the Indemnitee’s failure to so notify the Company materially prejudices the Company with respect to said Proceeding Agreement or matterotherwise.
Appears in 4 contracts
Samples: Indemnification Agreement (Ministry Partners Investment Company, LLC), Indemnification Agreement (First Advantage Corp), Indemnification Agreement (Technology Research Corp)
Notice of Proceedings. The Indemnitee agrees to notify the Company promptly in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification or advancement of Expenses covered hereunder. However, but the Indemnitee’s failure to so notify the Company shall not relieve the Company from any liability which it may have to the Indemnitee under this Agreement, except Agreement only to the extent that the Indemnitee’s failure to so notify the Company materially prejudices the Company with respect to said Proceeding or matterwas prejudiced by such failure.
Appears in 3 contracts
Samples: Employment Agreement (Vitacost.com, Inc.), Employment Agreement (Vitacost.com, Inc.), Indemnification Agreement (Vitacost.com, Inc.)
Notice of Proceedings. The Indemnitee agrees promptly to notify the Company promptly in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification or advancement of Expenses covered hereunder. However, the Indemnitee’s The failure of Indemnitee to so notify the Company shall not relieve the Company from of any liability obligation which it may have to the Indemnitee under this Agreement, except to Agreement or otherwise (unless the extent that Company is prejudiced by the Indemnitee’s failure to so notify the Company materially prejudices the Company with respect to said Proceeding or matterreceive such notice).
Appears in 1 contract
Samples: Indemnification Agreement (IHS Inc.)
Notice of Proceedings. The Indemnitee agrees to will notify the Company promptly in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification or advancement of Expenses covered hereunder. However, but the Indemnitee’s 's failure to so notify the Company shall not relieve the Company from any liability it may have to the Indemnitee under this Agreement, except to the extent that the Indemnitee’s failure to so notify the Company materially prejudices the Company with respect to said Proceeding or mattersuffers actual prejudice as a result of such failure.
Appears in 1 contract
