Common use of NOTICE; OPPORTUNITY TO DEFEND AND EXPENSES Clause in Contracts

NOTICE; OPPORTUNITY TO DEFEND AND EXPENSES. (a) Promptly after receipt by any Covered Person from any third party of notice of any demand, claim or circumstance that, immediately or with the lapse of time, would reasonably be expected to give rise to a claim or the commencement (or threatened commencement) of any action, proceeding or investigation (an "Asserted Liability") that could reasonably be expected to result in any loss, damage or claim with respect to which the Covered Person might be entitled to indemnification from the LLC under Section 10.4, the Covered Person shall give notice thereof (the "Claims Notice") to the LLC; provided, however, that a failure to give such notice shall not prejudice the Covered Person's right to indemnification hereunder except to the extent that the LLC is actually prejudiced thereby. The Claims Notice shall describe the Asserted Liability in such reasonable detail as is practicable under the circumstances, and shall, to the extent practicable under the circumstances, indicate the amount (estimated, if necessary) of the loss or damage that has been or may be suffered by the Covered Person.

Appears in 4 contracts

Samples: Limited Liability Company Agreement (Affiliated Managers Group Inc), Limited Liability Company Agreement (Affiliated Managers Group Inc), Limited Liability Company Agreement (Affiliated Managers Group Inc)

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NOTICE; OPPORTUNITY TO DEFEND AND EXPENSES. (a) Promptly after receipt by any Covered Person from any third party of notice of any demand, claim or circumstance that, immediately or with the lapse of time, would reasonably be expected to give rise to a claim or the commencement (or threatened commencement) of any action, proceeding or investigation (an "Asserted Liability") that could reasonably be expected to result in any loss, damage or claim with respect to which the Covered Person might be entitled to indemnification from the LLC Partnership under Section 10.49.4, the Covered Person shall give notice thereof (the "Claims Notice") to the LLCPartnership; provided, however, that a failure to give such notice shall not prejudice the Covered Person's ’s right to indemnification hereunder except to the extent that the LLC Partnership is actually prejudiced thereby. The Claims Notice shall describe the Asserted Liability in such reasonable detail as is practicable under the circumstances, and shall, to the extent practicable under the circumstances, indicate the amount (estimated, if necessary) of the loss or damage that has been or may be suffered by the Covered Person.

Appears in 3 contracts

Samples: Limited Partnership Agreement (Affiliated Managers Group Inc), Limited Partnership Agreement (Affiliated Managers Group Inc), Limited Partnership Agreement (Affiliated Managers Group Inc)

NOTICE; OPPORTUNITY TO DEFEND AND EXPENSES. (a) Promptly after receipt by any Covered Person from any third party of notice of any demand, claim or circumstance that, immediately or with the lapse of time, would reasonably be expected to give rise to a claim or the commencement (or threatened commencement) of any action, proceeding or investigation (an "Asserted Liability") that could reasonably be expected to result in any loss, damage or claim Losses with respect to which the Covered Person might be entitled to indemnification from the LLC under Section 10.4, the Covered Person shall give written notice thereof (the "Claims Notice") to the LLCManagement Committee and the Manager Member; providedPROVIDED, howeverHOWEVER, that a failure to give such notice shall not prejudice the Covered Person's right to indemnification hereunder except to the extent that the LLC LLC, a Controlled Affiliate thereof or the Manager Member is actually prejudiced thereby. The Claims Notice shall describe the Asserted Liability in such reasonable detail as is practicable under the circumstances, and shall, to the extent practicable under the circumstances, indicate the amount (estimated, if necessary) of the loss or damage Loss that has been or may be suffered by the Covered Person.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Affiliated Managers Group Inc), Affiliated Managers Group Inc

NOTICE; OPPORTUNITY TO DEFEND AND EXPENSES. (a) Promptly after receipt by any Covered Person from any third party of notice of any demand, claim or circumstance that, immediately or with the lapse of time, would reasonably be expected to give rise to a claim or the commencement (or threatened commencement) of any action, proceeding or investigation (an "Asserted Liability") that could reasonably be expected to result in any loss, damage or claim Losses with respect to which the Covered Person might be entitled to indemnification from the LLC Aston under Section 10.47.01, the Covered Person shall give written notice thereof (the "Claims Notice") to the LLCManagement Committee and Highbury; provided, however, that a failure to give such notice shall not prejudice the Covered Person's ’s right to indemnification hereunder except to the extent that the LLC Aston, a Controlled Affiliate thereof or Highbury is actually prejudiced thereby. The Claims Notice shall describe the Asserted Liability in such reasonable detail as is practicable under the circumstances, and shall, to the extent practicable under the circumstances, indicate the amount (estimated, if necessary) of the loss or damage Loss that has been or may be suffered by the Covered Person.

Appears in 1 contract

Samples: Management Agreement (Highbury Financial Inc)

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NOTICE; OPPORTUNITY TO DEFEND AND EXPENSES. (a) Promptly after receipt by any Covered Person from any third party of notice of any demand, claim or circumstance that, immediately or with the lapse of time, would reasonably be expected to give rise to a claim or the commencement (or threatened commencement) of any action, proceeding or investigation (an "Asserted Liability") that could reasonably be expected to result in any loss, damage or claim Losses with respect to which the Covered Person might be entitled to indemnification from the LLC under Section 10.49.4, the Covered Person shall give written notice thereof (the "Claims Notice") to the LLCManagement Committee and the Manager Member; provided, however, that a failure to give such notice shall not prejudice the Covered Person's ’s right to indemnification hereunder except to the extent that the LLC LLC, a Controlled Affiliate thereof or the Manager Member is actually prejudiced thereby. The Claims Notice shall describe the Asserted Liability in such reasonable detail as is practicable under the circumstances, and shall, to the extent practicable under the circumstances, indicate the amount (estimated, if necessary) of the loss or damage Loss that has been or may be suffered by the Covered Person.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Highbury Financial Inc)

NOTICE; OPPORTUNITY TO DEFEND AND EXPENSES. (a) Promptly after receipt by any Covered Person from any third party of notice of any demand, claim or circumstance that, immediately or with the lapse of time, would reasonably be expected to give rise to a claim or the commencement (or threatened commencement) of any action, proceeding or investigation (an "Asserted Liability") that could reasonably be expected to result in any loss, damage or claim Losses with respect to which the Covered Person might be entitled to indemnification from the LLC under Section 10.4, the Covered Person shall give notice thereof (the "Claims Notice") to the LLC; providedPROVIDED, howeverHOWEVER, that a failure to give such notice shall not prejudice the Covered Person's right to indemnification hereunder except to the extent that the LLC is actually prejudiced thereby. The Claims Notice shall describe the Asserted Liability in such reasonable detail as is practicable under the circumstances, and shall, to the extent practicable under the circumstances, indicate the amount (estimated, if necessary) of the loss or damage Loss that has been or may be suffered by the Covered Person.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Affiliated Managers Group Inc)

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