Common use of Notice to Insurers Clause in Contracts

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 82 contracts

Samples: Shareholders Agreement, Indemnification Agreement (Iridex Corp), Indemnification Agreement

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Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b4(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all reasonably necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation Claim in accordance with the terms of such policies.

Appears in 36 contracts

Samples: Indemnification Agreement (Innventure, Inc.), Indemnification Agreement (Acurx Pharmaceuticals, LLC), Indemnification Agreement (PureCycle Technologies, Inc.)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 34 contracts

Samples: Indemnification Agreement (Superconductor Technologies Inc), Indemnification Agreement (Global Geophysical Services Inc), Indemnification Agreement (Innovative Card Technologies Inc)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt written notice of the commencement of such Claim to the applicable insurers in accordance with the procedures set forth in each of the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 31 contracts

Samples: Indemnification Agreement (Callan JMB Inc.), Board of Directors Agreement (Qualigen Therapeutics, Inc.), Board of Directors Agreement (Qualigen Therapeutics, Inc.)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt written notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in each of the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 29 contracts

Samples: Indemnification Agreement (Jetblue Airways Corp), Indemnification Agreement (CF Finance Acquisition Corp II), Board of Directors Agreement (Apollo Medical Holdings, Inc.)

Notice to Insurers. If, at the time of the receipt by the Company ------------------ of a notice of a Claim pursuant to Section 2(b4(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation Claim in accordance with the terms of such policies.

Appears in 27 contracts

Samples: Indemnification Agreement (Hollis Eden Pharmaceuticals Inc /De/), Indemnification Agreement (Emachines Inc /De/), Xenogen Corporation Indemnification Agreement (Xenogen Corp)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt written notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in each of the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 25 contracts

Samples: Indemnification Agreement (Perfect Corp.), Form of Indemnification Agreement (Kaixin Auto Holdings), Form of Indemnification Agreement (Hexindai Inc.)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation Claim in accordance with the terms of such policies.

Appears in 22 contracts

Samples: Indemnification Agreement (Genvor Inc), Indemnification Agreement (Genvor Inc), Indemnification Agreement (Genvor Inc)

Notice to Insurers. If, at the time of the receipt by the Company Company, of a notice of a Claim pursuant to Section 2(b) hereof, the Company has liability insurance in effect which may cover such Claimclaim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 14 contracts

Samples: Indemnification Agreement (Talon International, Inc.), Indemnification Agreement (Ironclad Performance Wear Corp), Indemnification Agreement (Iris International Inc)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b4(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in each of the respective Company’s policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 14 contracts

Samples: Indemnification Agreement, Indemnification Agreement (Apollo Endosurgery, Inc.), Indemnification Agreement (Double Eagle Petroleum Co)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim Proceeding pursuant to Section 2(b) hereof, the Company has liability insurance in effect which may cover such ClaimProceeding, the Company shall give prompt notice of the commencement of such Claim Proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 14 contracts

Samples: Indemnification Agreement (Vocus, Inc.), Indemnification Agreement (Penson Worldwide Inc), Indemnification Agreement (Wellcare Health Plans, Inc.)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b) hereof, the Company has liability insurance in effect which that may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in each of the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation Claim in accordance with the terms of such policies.

Appears in 13 contracts

Samples: Indemnification Agreement (Marinus Pharmaceuticals, Inc.), Indemnification Agreement (Marinus Pharmaceuticals, Inc.), Indemnification Agreement (Marinus Pharmaceuticals Inc)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b) hereof, the Company has liability insurance in effect which that may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in each of the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemniteethe Indemnitees, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 11 contracts

Samples: Indemnification Agreement (Sirna Therapeutics Inc), Indemnification Agreement (Sirna Therapeutics Inc), Indemnification Agreement (Sirna Therapeutics Inc)

Notice to Insurers. If, at the time of the receipt by the ------------------ Company of a notice of a Claim pursuant to Section 2(b4(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation Claim in accordance with the terms of such policies.

Appears in 11 contracts

Samples: Indemnification Agreement (Tut Systems Inc), Indemnification Agreement (Natus Medical Inc), Indemnification Agreement (Liquid Audio Inc)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b4(b) hereof, the Company has liability insurance in effect which that may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation Claim in accordance with the terms of such policies.

Appears in 10 contracts

Samples: Indemnification Agreement (Microtune Inc), Indemnification Agreement (Microtune Inc), Indemnification Agreement (Microtune Inc)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b) hereof), the Company has liability insurance in effect which that may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 10 contracts

Samples: Indemnification Agreement (Earth Biofuels Inc), Indemnification Agreement (Earth Biofuels Inc), Indemnification Agreement (Earth Biofuels Inc)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b4(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in each of the respective Company's policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 9 contracts

Samples: Indemnification Agreement (Activecare, Inc.), Indemnification Agreement (Fischer Imaging Corp), Indemnification Agreement (Fischer Imaging Corp)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b) hereof, the Company has one or more policies of liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers applicable insurer(s) in accordance with the procedures set forth in the respective applicable policies. The Company shall thereafter take all action necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation Claim in accordance with the terms of such policies.

Appears in 9 contracts

Samples: Employment Agreement (Premier Holding Corp.), Indemnification Agreement (Talk America Holdings Inc), Indemnification Agreement (Talk America Holdings Inc)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective such policy or policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 8 contracts

Samples: Indemnification Agreement (Innophos Investment Holdings, Inc.), Indemnification Agreement (Roomlinx Inc), Agreement to Separation Agreement and Release Terms (Purple Communications, Inc.)

Notice to Insurers. If, at the time of the receipt by the Company ------------------ of a notice of a Claim pursuant to Section 2(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 8 contracts

Samples: Indemnification Agreement (Crossworlds Software Inc), Indemnification Agreement (Therasense Inc), Indemnification Agreement (Agilent Technologies Inc)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. The If the Company has not paid such amounts directly, the Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of each Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 7 contracts

Samples: Director Indemnification Agreement (Gamer Pakistan Inc), Director Indemnification Agreement (Mobile Global Esports, Inc.), Director Indemnification Agreement (Innovate Biopharmaceuticals, Inc.)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b3(b) hereof, the Company has liability insurance in effect which that may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in each of the respective Company’s policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 7 contracts

Samples: Indemnification Agreement, Indemnification Agreement (Cheniere Energy Partners, L.P.), Indemnification Agreement (Cheniere Energy Inc)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b) hereofsuch notice, the Company has directors and officers liability insurance in effect which may cover such Claimeffect, the Company shall give prompt notice of the commencement of such Claim Proceeding to the insurer or insurers in accordance with the procedures set forth in the respective policiespolicy or policies in favor of Indemnitee. The Company shall thereafter take all necessary or desirable action to cause such insurer or insurers to pay, on behalf of Indemnitee, all amounts Expenses and Liabilities payable as a result of such action, suit, proceeding, inquiry or investigation Proceeding in accordance with the terms of such policy or policies.

Appears in 7 contracts

Samples: Form of Indemnification Agreement (Chindex International Inc), Indemnification Agreement (Martha Stewart Living Omnimedia Inc), Form of Indemnification Agreement (Benihana Inc)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b) hereof, the Company has liability insurance in effect which that may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 7 contracts

Samples: Indemnification Agreement (Lantronix Inc), Indemnification Agreement (Lantronix Inc), Form of Indemnification Agreement (Lantronix Inc)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim an actual or threatened claim pursuant to Section 2(b) hereof, the Company has director and officer liability insurance in effect which may cover such Claimeffect, the Company shall give prompt notice of the commencement of such Claim proceeding to the insurers in accordance with the procedures set forth in the respective its policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation proceeding in accordance with and to the extent of the terms of such policies.

Appears in 6 contracts

Samples: Director and Officer Indemnification Agreement (Ssa Global Technologies, Inc), Director and Officer Indemnification Agreement (Anchor Glass Container Corp /New), Director and Officer Indemnification Agreement (BlueLinx Holdings Inc.)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim claim pursuant to Section 2(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 6 contracts

Samples: Form of Indemnification Agreement (Given Imaging LTD), Indemnification Agreement (Credentials Services International Inc), Indemnification Agreement (Lumenis LTD)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b) hereof, the Company Company, or any affiliate of the Company, has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 5 contracts

Samples: Indemnification Agreement (Mips Technologies Inc), Indemnification Agreement (Eddie Bauer Holdings, Inc.), Indemnification Agreement (Lipid Sciences Inc/)

Notice to Insurers. If, at the time of the receipt by the ------------------ Company of a notice of a Claim pursuant to Section 2(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 5 contracts

Samples: Indemnification Agreement (Loudcloud Inc), Form of Indemnification Agreement (Palm Inc), Indemnification Agreement (Peoplepc Inc)

Notice to Insurers. If, at the time of the receipt by the Company Corporation of a notice of a Claim pursuant to Section 2(b) hereof, the Company Corporation has liability insurance in effect which may cover such Claim, the Company Corporation shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. The Company Corporation shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 5 contracts

Samples: Indemnification Agreement (Phaserx, Inc.), Indemnification Agreement (Omniture, Inc.), Indemnification Agreement (Infinera Corp)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim an action, suit or proceeding pursuant to Section 2(b) hereof, the Company has director and officer liability insurance in effect which may cover such Claimeffect, the Company shall give prompt notice of the commencement of such Claim action, suit or proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable reasonable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry suit or investigation proceeding in accordance with the terms of such policies.

Appears in 5 contracts

Samples: Indemnification Agreement (China Time Share Media Co. LTD), Indemnification Agreement (SMART Modular Technologies (WWH), Inc.), Indemnification Agreement (SMART Modular Technologies (DE), Inc.)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of each Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 5 contracts

Samples: Indemnification Agreement (TCV Vii Lp), Indemnification Agreement (Xata Corp /Mn/), Xata Corporation Indemnification Agreement (Xata Corp /Mn/)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b) Clause 4.2 hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective insurance policies. The Company shall thereafter take all reasonably necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation Claim in accordance with the terms of such policies.

Appears in 4 contracts

Samples: Deed of Indemnification (Osmotica Pharmaceuticals PLC), Deed of Indemnification (Osmotica Pharmaceuticals LTD), Deed of Indemnification (Nabriva Therapeutics PLC)

Notice to Insurers. If, at the time of the receipt by the Company ------------------ Company, of a notice of a Claim pursuant to Section 2(b) hereof, the Company has liability insurance in effect which may cover such Claimclaim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 4 contracts

Samples: Indemnification Agreement (Sound Source Interactive Inc /De/), Indemnification Agreement (Sound Source Interactive Inc /De/), Indemnification Agreement (Sound Source Interactive Inc /De/)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation Claim in accordance with the terms of such policies.

Appears in 4 contracts

Samples: Indemnification Agreement (Silicon Graphics Inc), Indemnification Agreement (Alphanet Solutions Inc), Officer Indemnification Agreement (Nocopi Technologies Inc/Md/)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action reasonable actions to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 4 contracts

Samples: Indemnification Agreement for World (World Health Alternatives Inc), Indemnification Agreement for World (World Health Alternatives Inc), Indemnification Agreement (China Finance Online Co. LTD)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b) hereof, the Company has liability insurance in effect which that may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in each of the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 4 contracts

Samples: Indemnification Agreement (Seracare Life Sciences Inc), Indemnification Agreement (Seracare Life Sciences Inc), Indemnification Agreement (Skyterra Communications Inc)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b) hereof3.2, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceedingProceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 3 contracts

Samples: Indemnification Agreement (Aci Worldwide, Inc.), Indemnification Agreement (Aci Worldwide, Inc.), Indemnification Agreement (Transaction Systems Architects Inc)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b) 3.01 hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt written notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in each of the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 3 contracts

Samples: Indemnification Agreement (Trident Digital Tech Holdings Ltd.), Form of Indemnification Agreement (Lixiang Education Holding Co . LTD), Form of Indemnification Agreement (SAMOYED HOLDING LTD)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b) 2.2 hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all reasonably necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 3 contracts

Samples: Indemnification Agreement (Bonds.com Group, Inc.), Indemnification Agreement (Bonds.com Group, Inc.), Indemnification Agreement (Trailer Bridge Inc)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b4(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective insurance policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation Claim in accordance with the terms of such policies.

Appears in 3 contracts

Samples: Indemnification Agreement (Mavenir Systems Inc), Indemnification Agreement (Iroko Pharmaceuticals Inc.), Indemnification Agreement (Mavenir Systems Inc)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b4(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in each of the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 3 contracts

Samples: Indemnification Agreement (Papa Johns International Inc), Indemnification Agreement (Reel Com Inc), Indemnification Agreement (Com21 Inc)

Notice to Insurers. If, at the time of the receipt by the ------------------ Company of a notice of a Claim pursuant to Section 2(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 3 contracts

Samples: Indemnification Agreement (Dset Corp), Indemnification Agreement (Happy Kids Inc), Indemnification Agreement (Netframe Systems Inc)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim claim pursuant to Section subsection 2(b) hereofof this Agreement, the Company has director and officer liability insurance in effect which may cover such Claimeffect, the Company shall give prompt notice of the commencement of such Claim proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation proceeding in accordance with the terms of such policies.

Appears in 3 contracts

Samples: Indemnification Agreement (AeroGrow International, Inc.), Indemnification Agreement (Pac-West Telecomm Inc), Indemnification Agreement (Apple Computer Inc)

Notice to Insurers. If, at the time of the receipt by the ------------------ Company of a notice of a Claim pursuant to Section 2(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in each of the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of IndemniteeIndemnitees, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 3 contracts

Samples: Indemnification Agreement (Sonicwall Inc), Indemnification Agreement (Kintana Inc), Indemnification Agreement (Kana Communications Inc)

Notice to Insurers. If, at the time of the receipt by the Company of a ------------------- notice of a Claim pursuant to Section 2(b4(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation Claim in accordance with the terms of such policies.

Appears in 2 contracts

Samples: Indemnification Agreement (Tut Systems Inc), Indemnification Agreement (Tut Systems Inc)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b4(c) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in each of the respective Company’s policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 2 contracts

Samples: Indemnification Agreement (Chaus Bernard Inc), Indemnification Agreement (Chaus Bernard Inc)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section SECTION 2(b) hereof, the Company has liability insurance in effect which that may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in each of the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 2 contracts

Samples: Indemnification Agreement (Universal Electronics Inc), Indemnification Agreement (Ritz Interactive, Inc.)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b) hereof, the Company has liability insurance in effect which that may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of each Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 2 contracts

Samples: Indemnification Agreement (Replidyne Inc), Indemnification Agreement for Officers (Replidyne Inc)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b) hereof, claim the Company has liability insurance in effect which may cover such Claimclaim, the Company shall give prompt notice of the commencement of such Claim claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 2 contracts

Samples: Indemnification Agreement (InMode Ltd.), Indemnification Agreement (InMode Ltd.)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b3(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 2 contracts

Samples: Indemnification Agreement (Cosine Communications Inc), Indemnification Agreement (New Focus Inc)

Notice to Insurers. If, at the time of the receipt by the ------------------ Company of a notice of a Claim pursuant to Section 2(b4(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in each of the respective Company's policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 2 contracts

Samples: Indemnity Agreement (Applied Science Fiction Inc), Indemnification Agreement (Rainmaker Systems Inc)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give use commercially reasonably efforts to provide prompt written notice of the commencement of such Claim to the such insurers in accordance with the procedures set forth in the respective each of such policies. The Company shall thereafter take all necessary or desirable action use commercially reasonable efforts to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation Claim in accordance with the terms of such policies.

Appears in 2 contracts

Samples: Indemnification Agreement (Cbot Holdings Inc), Indemnification Agreement (Lawson Products Inc/New/De/)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section section 2(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 2 contracts

Samples: Indemnification Agreement (Vitesse Semiconductor Corp), Indemnification Agreement (Vitesse Semiconductor Corp)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b4(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemniteethe Indemnified Person, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation Claim in accordance with the terms of such policies.

Appears in 2 contracts

Samples: Indemnification Agreement (Liquor Com Inc), Indemnification Agreement (Omnisky Corp)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b) hereof, claim the Company has liability insurance in effect which may cover such Claimclaim, the Company shall give prompt notice of the commencement of such Claim claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 2 contracts

Samples: Indemnification Agreement (InMode Ltd.), Indemnification Agreement (InMode Ltd.)

Notice to Insurers. If, at the time of the receipt by the ------------------ Company of a notice of a Claim pursuant to Section 2(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt written notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in each of the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 2 contracts

Samples: Indemnification Agreement (Exodus Communications Inc), Indemnification Agreement (Metasolv Software Inc)

Notice to Insurers. If, at the time of the receipt by the ------------------ Company of a notice of a Claim pursuant to Section 2(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective such policy or policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 2 contracts

Samples: Indemnification Agreement (Analytical Graphics Inc), Indemnification Agreement (Goamerica Inc)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim claim pursuant to Section 2(b) hereof, the Company has liability directors’ and officers’ insurance policies in effect which may cover such Claimeffect, then the Company shall give prompt notice of the commencement of such Claim Proceeding to the insurers of such policies in accordance with the procedures set forth in the respective such policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation Proceeding in accordance with the terms of such policies.

Appears in 2 contracts

Samples: Indemnification Agreement (Key Energy Services Inc), Indemnification Agreement (Pacwest Bancorp)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b4(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation Claim in accordance with the terms of such policies.. (e)

Appears in 2 contracts

Samples: Multimedia Corporation Indemnification Agreement (Sanctuary Woods Multimedia Corp), Network Services Indemnification Agreement (International Network Services)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt written notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in each of the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation Claim in accordance with the terms of such policies.

Appears in 2 contracts

Samples: Indemnification Agreement (CoLucid Pharmaceuticals, Inc.), Indemnification Agreement (FriendFinder Networks Inc.)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim claim pursuant to Section 2(b) 2.2 hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 2 contracts

Samples: Indemnification Agreement (Inrob LTD), Indemnification Agreement (Inrob LTD)

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Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim an action, suit or proceeding pursuant to Section 2(b2(a) hereof, the Company has director and officer liability insurance in effect which may cover such Claimeffect, the Company shall give prompt notice of the commencement of such Claim action, suit or proceeding to the its insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take make all necessary or desirable action reasonable efforts to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry suit or investigation proceeding in accordance with the terms of such policies.

Appears in 2 contracts

Samples: Indemnification Agreement (Overstock Com Inc), Indemnification Agreement (Altiris Inc)

Notice to Insurers. If, at the time of the receipt by the ------------------ Company of a notice of a Claim pursuant to Section 2(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry inquiry, or investigation in accordance with the terms of such policies.

Appears in 2 contracts

Samples: Indemnification Agreement (CSG Systems International Inc), Indemnification Agreement (CSG Systems International Inc)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b4(b) hereof, the Company has liability insurance in effect which that may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in each of the respective Company’s policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 2 contracts

Samples: Indemnification Agreement (Comverge, Inc.), Indemnification Agreement (Valence Technology Inc)

Notice to Insurers. IfWithout derogating from Section 1(a) above, if, at the time of the receipt by the Company of a notice of a Claim claim pursuant to Section 2(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 2 contracts

Samples: Indemnification Agreement (Alvarion LTD), Form of Indemnification Agreement (Alvarion LTD)

Notice to Insurers. If, at the time of the receipt by ------------------ the Company of a notice of a Claim pursuant to Section 2(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 2 contracts

Samples: Indemnification Agreement (Neomagic Corp), Indemnification Agreement (E Stamp Corp)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b) hereofProceeding from Indemnitee, the Company has liability insurance in effect which may cover such ClaimProceeding, the Company shall give prompt written notice of the commencement of such Claim Proceeding to the insurers in accordance with the procedures set forth in each of the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 1 contract

Samples: Form of Indemnification Agreement (Sourcefire Inc)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation Claim in accordance with the terms of such policies.

Appears in 1 contract

Samples: Indemnification Agreement (Diadexus Inc)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim Proceeding pursuant to Section 2(b) 2.1 hereof, the Company has liability insurance in effect which may cover such Claim, Proceeding the Company shall give prompt notice of the commencement of such Claim Proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 1 contract

Samples: Indemnification Agreement (Cam Commerce Solutions Inc)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b4(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to EXHIBIT 10.1 the insurers in accordance with the procedures set forth in each of the respective Company’s policies. The Company shall thereafter take all necessary or desirable commercially reasonable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 1 contract

Samples: Indemnity Agreement (PROS Holdings, Inc.)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b) hereof, the Company has liability insurance in effect which that may cover such Claim, the Company shall give prompt written notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in each of the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation Claim in accordance with the terms of such policies.

Appears in 1 contract

Samples: Indemnification Agreement (Anthera Pharmaceuticals Inc)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of IndemniteeIndemnitees, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 1 contract

Samples: Indemnification Agreement (Powerwave Technologies Inc)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim claim pursuant to Section 2(b) hereofhereto, the Company has liability insurance in effect which that may cover such Claimclaim, the Company shall give prompt notice of the commencement of such Claim claim to the insurers in accordance with the procedures set forth in each of the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 1 contract

Samples: Indemnification Agreement (Virtual Radiologic CORP)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b2(a) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation Claim in accordance with the terms of such policies.

Appears in 1 contract

Samples: Indemnification Agreement (Princeton Review Inc)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter make commercially reasonable efforts to take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 1 contract

Samples: Indemnification Agreement (Merisant Worldwide, Inc.)

Notice to Insurers. If, at the time of the receipt by the Company of a ------------------ notice of a Claim pursuant to Section 2(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 1 contract

Samples: Indemnification Agreement (Intek Information Inc)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim claim pursuant to Section 2(b) hereof, the Company has liability insurance in effect which may cover such Claimclaim, the Company shall give prompt notice of the commencement of such Claim claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 1 contract

Samples: Form of Indemnification Agreement (Lumenis LTD)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.. Indemnification Agreement

Appears in 1 contract

Samples: Indemnification Agreement (Us Energy Corp)

Notice to Insurers. If, at the time of the receipt by the Company ------------------ of a notice of a Claim pursuant to Section 2(b) hereof, hereof the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 1 contract

Samples: Indemnification Agreement (Crossworlds Software Inc)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b) hereof, the Company has Company’s liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 1 contract

Samples: Trans1 Inc. Indemnification Agreement (Trans1 Inc)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim Proceeding pursuant to Section 2(b2(a) hereofabove, the Company has liability insurance in effect which may cover such ClaimProceeding, the Company shall give prompt notice of the commencement of such Claim Proceeding to the insurers in accordance with the procedures set forth in each of the respective Company's applicable policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation Proceeding in accordance with the terms of such policies.

Appears in 1 contract

Samples: Indemnification Agreement (United Online Inc)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b4(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all reasonably necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation Claim in accordance with the terms of such policies.

Appears in 1 contract

Samples: Form of Indemnification Agreement (Venus Concept Inc.)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b) 2.2 hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt written notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in each of the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 1 contract

Samples: Indemnification Agreement (Tomax Corp)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt written notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in each of the respective policies. The Company shall thereafter take all necessary or desirable action use commercially reasonable efforts to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 1 contract

Samples: Indemnification Agreement (Basil Street Cafe, Inc.)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim claim pursuant to Section 2(b3(b) hereof, the Company has liability insurance in effect which may cover such Claimclaim, the Company shall give prompt notice of the commencement of such Claim claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 1 contract

Samples: Indemnification Agreement (Global Employment Holdings, Inc.)

Notice to Insurers. If, at the time of the receipt by the Company of ------------------ a notice of a Claim claim pursuant to Section 2(b) hereof, the Company has director and officer liability insurance in effect which may cover such Claimeffect, the Company shall give prompt notice of the commencement of such Claim action, suit or proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry suit or investigation proceeding in accordance with the terms of such policies.

Appears in 1 contract

Samples: Indemnification Agreement (Vertel Corp)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b2(h) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective such policy or policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 1 contract

Samples: Indemnification Agreement (Purple Communications, Inc.)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b4(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in each of the respective Company’s policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of IndemniteeIndemnitees, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 1 contract

Samples: Agreement (Fusion-Io, Inc.)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim Proceeding pursuant to Section 2(b2(a) hereofabove, the Company has liability insurance in effect which may cover such ClaimProceeding, the Company shall give prompt notice of the commencement of such Claim Proceeding to the insurers in accordance with the procedures set forth in each of the respective Company’s applicable policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation Proceeding in accordance with the terms of such policies.

Appears in 1 contract

Samples: Indemnification Agreement (United Online Inc)

Notice to Insurers. If, at the time of the receipt by the Company of ------------------ a notice of a Claim pursuant to Section 2(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 1 contract

Samples: Indemnification Agreement (Netflix Inc)

Notice to Insurers. If, at the time of the receipt by the ------------------ Company of a notice of a Claim pursuant to Section section 2(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 1 contract

Samples: Indemnification Agreement (Garden Com Inc)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(bSECTION 3(B) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation Claim in accordance with the terms of such policies.

Appears in 1 contract

Samples: Indemnification Agreement (Superior Galleries Inc)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim claim pursuant to Section 2(b) hereof, the Company has director, officer, advisor and key employee liability insurance in effect which may cover such Claimeffect, the Company shall give prompt notice of the commencement of such Claim proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation proceeding in accordance with the terms of such policies.

Appears in 1 contract

Samples: Indemnification Agreement (Ontro Inc)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry inquiry, or investigation in accordance with the terms of such policies.

Appears in 1 contract

Samples: Indemnification Agreement (CSG Systems International Inc)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim claim pursuant to Section 2(b) 2 hereof, the Company has director and/or officer liability insurance in effect which may cover such Claimeffect, the Company shall give prompt notice of the commencement of such Claim proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemniteethe indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation proceeding in accordance with the terms of such policies.

Appears in 1 contract

Samples: Indemnification Agreement (Balance Bar Co)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim claim pursuant to Section 2(b) SECTION 2.2 hereof, the Company has director and officer liability insurance in effect which may cover such Claimeffect, the Company shall give prompt notice of receipt of a claim or the commencement of such Claim a Proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation Proceeding in accordance with the terms of such policies.

Appears in 1 contract

Samples: Form of Indemnification Agreement (National Coal Corp)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt written notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in each of the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.. e.

Appears in 1 contract

Samples: Board of Directors Agreement (Apollo Medical Holdings, Inc.)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim claim pursuant to Section 2(b) 9 hereof, the Company has liability insurance in effect which that may cover such Claimclaim, the Company shall give prompt notice of the commencement of such Claim claim to the insurers in accordance with the procedures set forth in each of the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemniteethe Agent, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 1 contract

Samples: Indemnity Agreement (Hansen Medical Inc)

Notice to Insurers. If, at the time of the receipt by ------------------ the Company of a notice of a Claim pursuant to Section 2(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt written notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in each of the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 1 contract

Samples: Indemnification Agreement (Ise Labs Inc)

Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b) hereof, the Company has director and officer liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of an Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

Appears in 1 contract

Samples: Indemnification Agreement (LianBio)

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