Notice; Participation. The indemnified Party shall promptly notify the indemnifying Party of any such claim of which the indemnified Party becomes aware and shall: (i) at the indemnifying Party’s expense, provide reasonable cooperation to the indemnifying Party in connection with the defense or settlement of such claim, and (ii) at the indemnified Party’s expense, be entitled to participate in the defense of any such claim.
Notice; Participation. Any matter requiring the approval or consent of the holders of Interests pursuant to this Agreement may be considered at a Meeting of the holders of Interests held not less than five (5) days nor more than sixty (60) days after notification thereof shall have been given by the Board of Managers to the holders of Interests. Such notification may be given by the Board of Managers, in its discretion, at any time. Any such notification shall state briefly the purpose, time and place of the Meeting. Notices shall be deemed given (i) when delivered personally by hand, (ii) when sent by facsimile (with written confirmation of transmission), (iii) one Business Day following the day sent by overnight courier (with written confirmation of receipt) or (iv) when sent by electronic mail (with return receipt). All such Meetings shall be held within or outside the State of the Company's principal place of business at such reasonable place as the Board of Managers shall designate and during normal business hours. Any Meeting may be held by conference telephone or similar communication equipment so long as all Members holding Interests participating in the Meeting can hear one another, and all Members holding Interests participating by telephone or similar communication equipment shall be deemed to be present in person at the Meeting. If an Interest Majority is not present at a Meeting, a majority of the total number of Interests represented may adjourn the Meeting from time to time with further notice.
Notice; Participation. Any matter requiring the approval or consent of the holders of Units, Common Units and/or Preferred Units, as the case may be, pursuant to this Agreement may be considered at a meeting of the holders of Units, Common Units and/or Preferred Units, as applicable, held not less than two (2) nor more than sixty (60) days after notification thereof shall have been given by the Manager to the holders of Units, Common Units and/or Preferred Units, as applicable. Such notification may be given by the Manager, in its discretion, at any time. Any such notification shall state briefly the purpose, time and place of the meeting. Notices shall be given by (i) personal delivery, (ii) courier (with signed acknowledgement of receipt), (iii) facsimile or electronic transmission (with confirmation of transmission) or (iv) certified or registered mail (with return receipt), and shall be deemed to have been given, delivered, received and effective upon receipt. All such meetings shall be held within or outside the State of the Company’s principal place of business at such place as the Manager shall designate. Any meeting may be held by conference telephone or similar communication equipment so long as all Members participating in the meeting can hear one another, and all Members participating by telephone or similar communication equipment shall be deemed to be present in person at the meeting. If a majority of the total number of Units, Common Units and/or Preferred Units, as the case may be, is not present at a meeting, a majority of the total number of voting Units represented at such meeting may adjourn the meeting from time to time with further notice.
Notice; Participation. The Purchaser shall endeavor to notify the Seller promptly of any claim that would give rise to an Indemnified Amount and shall allow the Seller to consult with it (at the Seller's expense) regarding the defense. In the event the Seller provides the Purchaser with satisfactory security the Purchaser deems adequate to protect it from Indemnified Amounts, the Seller may participate directly in the defense.
Notice; Participation. The indemnities set forth in Section 7.1 are provided strictly subject to the indemnified Party promptly notifying the indemnifying Party of any such Claim of which the indemnified Party becomes aware and shall: (i) at the indemnifying Party’s expense, provide reasonable cooperation to the indemnifying Party in connection with the defense or settlement of such Claim, (ii) at the indemnifying Party’s consent and at the indemnified Party’s expense, be entitled to participate in the defense of any such Claim; (iii) make no admissions without the written consent of the indemnifying Party; and (iv) use best efforts to mitigate the effects of such Claim.
Notice; Participation. The Party claiming indemnification pursuant to this Section 9 shall:
(i) promptly notify the other Party of any such claim of which it becomes aware;
(i) at the other Party’s expense, provide reasonable cooperation to the other Party in connection with the defense or settlement of any such claim, and
(ii) at its sole expense, be entitled to participate in the defense of any such claim.
