Common use of Notification and Defense of Claim Clause in Contracts

Notification and Defense of Claim. Promptly after the Director receives notice of the commencement of any action, suit or proceeding, the Director will, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement thereof. The failure to notify the Company will relieve the Company from any liability hereunder to the extent the Company can show prejudice as a result of such failure, and will not relieve the Company from any liability which it may have to the Director otherwise than under this Agreement. With respect to any such action, suit or proceeding as to which the Director notifies the Company of the commencement thereof:

Notification and Defense of Claim. Promptly after receipt by the --------------------------------- Director receives of notice of the commencement of any action, suit or proceedingProceeding, the Director will, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement thereof. The ; but the failure so to notify the Company will relieve the Company from any liability hereunder to the extent the Company can show prejudice as a result of such failure, and will shall not relieve the Company from any liability which it may have to the Director otherwise than under this Agreement, unless and only to the extent that the failure to provide notice results in prejudice to the Company. With respect to any such action, suit or proceeding Proceeding as to which the Director notifies the Company of the commencement thereof:

Notification and Defense of Claim. Promptly after the receipt by Director receives of notice of the commencement of any action, suit or proceeding, the Director will, if a claim in respect thereof is to be made against the Company Corporation under this Agreement, notify the Company Corporation of the commencement thereof. The failure ; but the omission so to notify the Company will relieve the Company from any liability hereunder to the extent the Company can show prejudice as a result of such failure, and Corporation will not relieve the Company it from any liability which it may have to the Director otherwise than under this AgreementAgreement or from any liability which is not directly related to the failure of Director promptly to so notify the Corporation. With respect to any such action, suit or proceeding as to which the Director notifies the Company Corporation of the commencement thereof:

Notification and Defense of Claim. Promptly after receipt by the Director receives of notice of the commencement of any action, suit or proceeding, the Director will, if a claim in respect thereof is to be made against the Company Corporation under this Agreement, notify the Company Corporation of the commencement thereof. The failure ; but the omission so to notify the Company Corporation will not relieve the Company it from any liability hereunder under this Agreement except to the extent such omission in fact prejudices the Company can show prejudice as a result Corporation or its defense of such failurethe matter, and will not relieve the Company from any liability or which it may have to the Director otherwise than under this Agreement. With respect to any such action, suit or proceeding as to which the Director notifies the Company Corporation of the commencement thereof:

Notification and Defense of Claim. Promptly after the receipt by Director receives of notice of the commencement of any actionProceeding, suit or proceeding, the Director will, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement thereof. The failure ; but the omission to notify the Company will relieve the Company from any liability hereunder to the extent the Company can show prejudice as a result of such failure, and will not relieve the Company it from any liability which it may have to the Director otherwise than under this Agreement. With respect to any such action, suit or proceeding Proceeding as to which the Director notifies the Company of the commencement thereof:

Notification and Defense of Claim. Promptly after the receipt by Director receives of notice of the commencement of any action, suit or proceeding, the Director willshall, if a claim in respect thereof hereof is to be made against the Company under this Agreement, notify the Company of the commencement thereof. The failure ; provided, however, that delay in so notifying the Company shall not constitute a waiver or release by Director of rights hereunder and that omission by Director to so notify the Company will relieve the Company from any liability hereunder to the extent the Company can show prejudice as a result of such failure, and will shall not relieve the Company from any liability which it may have to the Director otherwise than under this Agreement. With respect to any such action, suit or proceeding as to which the Director notifies the Company of the commencement thereof:

Notification and Defense of Claim. Promptly after the receipt by Director receives of notice of the commencement of any action, claim, suit or proceeding, the proceeding against him by reason of his status as a Director will, if a claim in respect thereof is to be made against of the Company under this Agreementor any other capacity referenced herein, Director will notify the Company of the commencement thereof. The failure ; provided, however, that the omission to so notify the Company will relieve the Company from any liability hereunder to the extent the Company can show prejudice as a result of such failure, and will not relieve the Company from any liability which it may have to the Director otherwise than under this AgreementAgreement unless and only to the extent that Company's rights are actually prejudiced by such failure. With respect to any such action, claim, suit or proceeding as to which the Director notifies the Company of the commencement thereof:

Notification and Defense of Claim. Promptly after receipt by the Director receives of notice of the commencement of any action, suit or proceeding, the Director willProceeding, if a claim in respect thereof is to be made against the Company under this Agreement, the Director shall notify the Company of the commencement thereof. The failure , but the delay or omission to so notify the Company will relieve the Company from any liability hereunder to the extent the Company can show prejudice as a result of such failure, and will shall not relieve the Company from any liability which it may have to the Director otherwise than under this Agreement, except to the extent the Company is materially prejudiced by such delay or omission. With respect to any such action, suit or proceeding as to Proceeding of which the Director notifies the Company of the commencement thereofcommencement:

Notification and Defense of Claim. Promptly after the receipt by ------------------------------------- Director receives of notice of the commencement of any action, claim, suit or proceeding, the proceeding against [him] by reason of [his] status as a Director will, if a claim in respect thereof is to be made against of the Company under this Agreementor any other capacity referenced herein, Director will notify the Company of the commencement thereof. The failure ; provided, however, that the omission to so notify the Company will relieve the Company from any liability hereunder to the extent the Company can show prejudice as a result of such failure, and will not relieve the Company from any liability which it may have to the Director otherwise than under this AgreementAgreement unless and only to the extent that Company's rights are actually prejudiced by such failure. With respect to any such action, claim, suit or proceeding as to which the Director notifies the Company of the commencement thereof:

Notification and Defense of Claim. Promptly after the receipt by ------------------------------------- Director receives of notice of the commencement of any action, claim, suit or proceeding, the proceeding against him by reason of his status as a Director will, if a claim in respect thereof is to be made against of the Company under this Agreementor any other capacity referenced herein, Director will notify the Company of the commencement thereof. The failure ; provided, however, that the omission to so notify the Company will relieve the Company from any liability hereunder to the extent the Company can show prejudice as a result of such failure, and will not relieve the Company from any liability which it may have to the Director otherwise than under this AgreementAgreement unless and only to the extent that Company's rights are actually prejudiced by such failure. With respect to any such action, claim, suit or proceeding as to which the Director notifies the Company of the commencement thereof:

Notification and Defense of Claim. Promptly after the receipt by Director receives of notice of the commencement of any action, claim, suit or proceedingproceeding against Director by reason of Director's status as a director, the officer, employee or agent, Director will, if a claim in respect thereof is to be made against the Company under this Agreement, will notify the Company of the commencement thereof. The failure ; provided, however, that the omission so to notify the Company will relieve the Company from any liability hereunder to the extent the Company can show prejudice as a result of such failure, and will not relieve the Company from any liability which it may have to the Director otherwise than under this AgreementAgreement unless and to the extent that Company's rights are prejudiced by such failure. With respect to any such action, claim, suit or proceeding as to which the Director notifies the Company of the commencement thereof:

Notification and Defense of Claim. Promptly As soon as practicable after receipt by the Director receives of notice of the commencement of any action, suit or proceedingProceeding, the Director will, if a claim in with respect thereof thereto is to be made against the Company Corporation under this Agreement, notify the Company Corporation of the commencement thereof. The of the Proceeding; however, the failure to so notify the Company will relieve the Company from any liability hereunder to the extent the Company can show prejudice as a result of such failure, and Corporation will not relieve the Company it from any liability which it may have to the Director otherwise than under this AgreementAgreement or otherwise, except to the extent the Corporation is materially and adversely prejudiced or affected by that failure. With respect to any such action, suit or proceeding Proceeding as to which the Director notifies the Company Corporation of the commencement thereof:

Notification and Defense of Claim. Promptly after the receipt by Director receives of notice of the commencement of any action, suit or proceeding, the Director will, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement thereof. The failure ; but the omission so to notify the Company will not relieve the Company it from any liability hereunder to the extent the Company can show prejudice as a result of such failure, and will not relieve the Company from any liability which that it may have to the Director otherwise than under this AgreementAgreement or from any liability that is not directly related to the failure of Director promptly to so notify the Company. With respect to any such action, suit or proceeding as to which the Director notifies the Company of the commencement thereof:

Notification and Defense of Claim. Promptly after the receipt by Director receives of notice of the commencement of any actionProceeding, suit or proceeding, the Director will, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement thereof. The failure ; but the omission so to notify the Company will relieve the Company from any liability hereunder to the extent the Company can show prejudice as a result of such failure, and will not relieve the Company it from any liability which it may have to the Director otherwise than under this Agreement. With respect to any such action, suit or proceeding Proceeding as to which the Director notifies the Company of the commencement thereof: