Common use of Notices of Claims Clause in Contracts

Notices of Claims. Immediately after receipt by a Covered Person of notice of the commencement of any Proceeding, such Covered Person shall, if such Covered Person intends to solicit an indemnification in respect thereof from the Trust, give written notice to the Trust of the commencement of such Proceeding; provided, that the failure of any Covered Person to give such notice as provided herein shall not relieve the Trust of its obligations in accordance with this Section 13.5, except to the extent that the Trust is actually prejudiced by the failure to give such notice. If any such Proceeding is brought against a Covered Person (other than a derivative suit in right of the Trust), the Trust will be entitled to participate in and to assume the defense thereof to the extent that the Trust wishes, with counsel satisfactory to such Covered Person. After notice from the Trust to such Covered Person of the Trust’s election to assume the defense of such Proceeding, the Trust will not be liable for expenses subsequently incurred by such Covered Person in connection with their own defense. The Trust shall not consent to entry of any judgment or enter into any settlement of such Proceeding that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Covered Person of a release from all liability in respect to such Proceeding and the related Claim.

Notices of Claims. Immediately Promptly after receipt by a Covered Person of notice of the commencement of any Proceeding, such Covered Person shall, if such Covered Person intends to solicit an a claim for indemnification in respect thereof from is to be made against the TrustCompany, give written notice to the Trust Company of the commencement of such Proceeding; provided, provided that the failure of any Covered Person to give such notice as provided herein shall not relieve the Trust Company of its obligations in accordance with under this Section 13.59.1, except to the extent that the Trust Company is actually prejudiced by the such failure to give such notice. If any such Proceeding is brought against a Covered Person (other than a derivative suit in right of the TrustCompany), the Trust Company will be entitled to participate in and to assume the defense thereof to the extent that the Trust wishes, Company may wish with counsel reasonably satisfactory to such Covered Person. After notice from the Trust Company to such Covered Person of the TrustCompany’s election to assume the defense of such Proceeding, the Trust Company will not be liable for expenses subsequently incurred by such Covered Person in connection with their own defensethe defense thereof. The Trust shall Company will not consent to entry of any judgment or enter into any settlement of such Proceeding that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Covered Person of a release from all liability in respect to such Proceeding and the related Claim.

Notices of Claims. Immediately Promptly after receipt by a Covered Person of notice of the commencement of any Proceeding, such Covered Person shall, if such Covered Person intends to solicit an a claim for indemnification in respect thereof from is to be made against the TrustCompany, give written notice to the Trust Company of the commencement of such Proceeding; provided, provided that the failure of any Covered Person to give such notice as provided herein shall not relieve the Trust Company of its obligations in accordance with under this Section 13.54.3, except to the extent that the Trust Company is actually prejudiced by the such failure to give such notice. If In case any such Proceeding is brought against a Covered Person (other than a derivative suit in right of the TrustCompany), the Trust Company will be entitled to participate in and to assume the defense thereof to the extent that the Trust wishesCompany may wish, with counsel reasonably satisfactory to such Covered Person. After notice from the Trust Company to such Covered Person of the TrustCompany’s election to assume the defense of such Proceedingthereof, the Trust Company will not be liable for expenses subsequently incurred by such Covered Person in connection with their own defensethe defense thereof. The Trust shall Company will not consent to entry of any judgment or enter into any settlement of such Proceeding that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Covered Person of a release from all liability in respect to such Proceeding Claim. The right of any Covered Person to the indemnification provided herein shall be cumulative with, and the related Claimin addition to, any and all rights to which such Covered Person may otherwise be entitled by contract or as a matter of law or equity and shall extend to such Covered Person’s successors, assigns and legal representatives.