Common use of Notification and Defense of Claim Clause in Contracts

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee will, if a claim in respect thereof is to be made against the Corporation under this Agreement, notify the Corporation of the commencement thereof; but the omission so to notify the Corporation will not relieve it from any liability which it may have to Indemnitee otherwise than under this Agreement. With respect to any such action, suit or proceeding as to which Indemnitee notifies the Corporation of the commencement thereof:

Appears in 17 contracts

Samples: Form of Indemnification Agreement (Rti International Metals Inc), Form of Indemnification Agreement (Rti International Metals Inc), Form of Indemnification Agreement (Rti International Metals Inc)

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Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceedingProceeding, Indemnitee will, if a claim in respect thereof is to be made against the Corporation under this Agreement, notify the Corporation of the commencement thereof; but the omission so to notify the Corporation will not relieve it from any liability which it may have to Indemnitee otherwise than under this Agreement. With respect to any such action, suit or proceeding Proceeding as to which Indemnitee notifies the Corporation of the commencement thereof:

Appears in 14 contracts

Samples: Indemnification Agreement (Helios & Matheson Analytics Inc.), Indemnification Agreement (Great Basin Scientific, Inc.), Indemnification Agreement (Helios & Matheson Analytics Inc.)

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceedingProceeding, Indemnitee will, if a claim in respect thereof is to be made against the Corporation under this AgreementAgreement or against Indemnitee in his capacity as an independent or non-independent director or officer, notify the Corporation in writing of the commencement thereof; but the omission so to notify the Corporation will not relieve it from any liability which that it may have to Indemnitee otherwise than under Indemnitee. Notwithstanding any other provision of this Agreement. With , with respect to any such action, suit or proceeding as to Proceeding of which Indemnitee notifies the Corporation of the commencement thereofCorporation:

Appears in 9 contracts

Samples: Director and Officer Indemnification Agreement (Along Mobile Technologies Inc), Director and Officer Indemnification Agreement (Along Mobile Technologies Inc), Director and Officer Indemnification Agreement (Along Mobile Technologies Inc)

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceedingClaim, Indemnitee will, if a claim request for indemnification in respect thereof is to be made against the Corporation Company under this Agreement, notify the Corporation Company of the commencement thereof; but the omission so to notify the Corporation Company will not relieve it from any liability which it may have to Indemnitee otherwise than under this Agreement. With respect to any such action, suit or proceeding Claim as to which Indemnitee notifies the Corporation Company of the commencement thereof:

Appears in 4 contracts

Samples: Director and Officer Indemnity Agreement (NTL Inc), Indemnity Agreement (Telewest Global Inc), Director and Officer Indemnity Agreement (NTL Inc)

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, the Indemnitee will, if a claim in respect thereof is to be made against the Corporation Company under this Agreement, notify the Corporation Company of the commencement thereof; , but the omission to so to notify the Corporation Company will not relieve it the Company from any liability which that it may have to the Indemnitee otherwise than under this Agreement. With respect to any such action, suit or proceeding as to which the Indemnitee so notifies the Corporation of the commencement thereofCompany:

Appears in 4 contracts

Samples: Indemnity Agreement (Jet Aviation Trading Inc), Indemnity Agreement (Aviation Holdings Group Inc/Fl), Indemnity Agreement (Noven Pharmaceuticals Inc)

Notification and Defense of Claim. (a) Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee will, if a claim in respect thereof thereto is to be made against the Corporation under this Agreement, notify the Corporation of the commencement thereof; , but the omission failure to so to notify the Corporation will not relieve it from any liability which it may have to Indemnitee otherwise than under this Agreement. With respect to any such action, suit or proceeding as to which Indemnitee so notifies the Corporation of the commencement thereofCorporation:

Appears in 3 contracts

Samples: Form of Indemnification Agreement (Daleen Technologies Inc), Indemnification Agreement (Global Preferred Holdings Inc), Indemnification Agreement (Witness Systems Inc)

Notification and Defense of Claim. Promptly after receipt by the Indemnitee of notice of the commencement of any actionProceeding, suit or proceeding, the Indemnitee willshall, if a claim in respect thereof is to be made against the Corporation under this Agreement, notify the Corporation of the commencement thereof; , but the omission so to notify the Corporation will not relieve it the Corporation from any liability which it may have to Indemnitee otherwise than under this Agreementthe Indemnitee. With respect to any such action, suit or proceeding as to which Indemnitee notifies the Corporation of the commencement thereofProceeding:

Appears in 3 contracts

Samples: Indemnity Agreement (CSK Auto Corp), Indemnity Agreement (CSK Auto Corp), Indemnity Agreement (Falcon Building Products Inc)

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee will, if a claim Claim in respect thereof is to be made against the Corporation Company under this Agreement, notify the Corporation Company of the commencement thereof; but the omission so to notify the Corporation Company will not relieve it from any liability which it may have to Indemnitee otherwise than under this Agreement. With respect to any such action, suit or proceeding as to which Indemnitee notifies the Corporation Company of the commencement thereof:

Appears in 3 contracts

Samples: Indemnity Agreement (At&t Inc.), Indemnity Agreement (At&t Inc.), Indemnity Agreement (At&t Inc.)

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceedingProceeding, Indemnitee will, if a claim in respect thereof is to be made against the Corporation under this Agreement, notify the Corporation of the commencement thereof; but the omission so to notify the Corporation will not relieve it from any liability which it may have to Indemnitee otherwise than under this Agreement. With respect to any such action, suit or proceeding Proceeding as to which Indemnitee notifies the Corporation of the commencement thereof:

Appears in 3 contracts

Samples: Indemnification Agreement (Memec Inc), Indemnification Agreement (Provide Commerce Inc), Form of Indemnification Agreement (Odimo INC)

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceedingProceeding, Indemnitee will, if a claim in respect thereof is to be made against the Corporation under this Agreement, notify the Corporation of the commencement thereof; but the omission so to notify the Corporation will not relieve it from any liability which it may have to Indemnitee otherwise than under this Agreement. With respect to any such action, suit or proceeding Proceeding as to which Indemnitee notifies the Corporation of the commencement thereof:

Appears in 3 contracts

Samples: Indemnity Agreement (Michael Foods Inc/New), Indemnity Agreement (Michael Foods Inc/New), Indemnity Agreement (Michael Foods Inc/New)

Notification and Defense of Claim. Promptly after receipt by the Indemnitee of notice of the commencement of any action, suit or proceeding, the Indemnitee will, if a claim in respect thereof is to be made against the Corporation Company under this Agreement, notify the Corporation Company of the commencement thereofhereof; but the omission so to notify the Corporation Company will not relieve it from any liability which it may have to the Indemnitee otherwise than under this Agreement. With respect to any such action, suit or proceeding as to which the Indemnitee notifies the Corporation Company of the commencement thereofthereof and without derogating from Section 2.1:

Appears in 3 contracts

Samples: Indemnification and Exculpation Agreement (Check Point Software Technologies LTD), And Exculpation Agreement (RRSat Global Communications Network Ltd.), Form of Director Indemnification and Exculpation Agreement (Check Point Software Technologies LTD)

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceedingProceeding, Indemnitee will, if a claim in respect thereof is to be made against the Corporation under this Agreement, notify the Corporation of the commencement thereof; but the omission so to notify the Corporation will not relieve it from any liability which it may have to Indemnitee otherwise than under this Agreement. With respect to any such action, suit or proceeding Proceeding as to which Indemnitee notifies the Corporation of the commencement thereof:

Appears in 2 contracts

Samples: Indemnification Agreement (Discovery Partners International Inc), Indemnification Agreement (Discovery Partners International Inc)

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee willshall, if a claim in with respect thereof thereto is to be made against the Corporation Company under this Agreement, notify the Corporation Company of the commencement thereofof the same; but the omission so failure by Indemnitee to notify the Corporation Company will not relieve it the Company from any liability which it may have to Indemnitee otherwise than under this Agreement. With respect to any such action, suit or proceeding as to which Indemnitee notifies the Corporation Company of the commencement thereof:

Appears in 2 contracts

Samples: Indemnification Agreement (Reading International Inc), Indemnification Agreement (Psychic Friends Network Inc.)

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee will, if a claim in respect thereof is to be made against the Corporation Company under this Agreement, notify the Corporation Company of the commencement thereofhereof; but the omission so to notify the Corporation Company will not relieve it from any liability which it may have to the Indemnitee otherwise than under this Agreement. With respect to any such action, suit or proceeding as to which Indemnitee notifies the Corporation Company of the commencement thereofthereof and without limitation of Section 2.1:

Appears in 2 contracts

Samples: Director and Officer Indemnity Agreement (Viryanet LTD), Director and Officer Indemnity Agreement (Viryanet LTD)

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit suit, or proceeding, Indemnitee will, if a claim in respect thereof is to be made against the Corporation Company under this Agreement, notify the Corporation Company of the commencement thereof; but the omission so . The failure of Indemnitee to notify the Corporation will not relieve it from any liability which it may Company shall have to Indemnitee otherwise than under this Agreementno effect on the obligations of the Company hereunder. With respect to any such action, suit suit, or proceeding as to which Indemnitee notifies the Corporation of the commencement thereofproceeding:

Appears in 1 contract

Samples: Indemnification Agreement (Z Tel Technologies Inc)

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Notification and Defense of Claim. A. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee will, if a claim in respect thereof thereto is to be made against the Corporation Company under this Agreement, notify the Corporation Company of the commencement thereof; , but the omission failure to so to notify the Corporation Company will not relieve it the Company from any liability which it may have to Indemnitee otherwise than under this Agreement. With respect to any such action, suit or proceeding as to which Indemnitee so notifies the Corporation of the commencement thereofCompany:

Appears in 1 contract

Samples: Indemnification Agreement (Viewlocity Inc)

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee will, if a claim in respect thereof is to be made against the Corporation under this Agreement, notify the Corporation of the commencement thereof; but the omission so to notify the Corporation will not relieve it from any liability which it may have to Indemnitee otherwise than under this Agreement. With respect to any such action, suit or proceeding as to which Indemnitee notifies the Corporation of the commencement thereof:

Appears in 1 contract

Samples: Indemnification Agreement (Cerner Corp /Mo/)

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee will, if a claim in respect thereof is to be made against the Corporation under this Agreement, notify the Corporation of the commencement thereof; but the omission so to notify the Corporation will not relieve it from any liability which that it may have to Indemnitee otherwise than under this Agreement. With respect to any such action, suit or proceeding as to which Indemnitee notifies the Corporation of the commencement thereof:

Appears in 1 contract

Samples: Indemnity Agreement (Avnet Inc)

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee will, if a claim in respect thereof is to be made against the Corporation under this Agreement, notify the Corporation of the commencement thereof; but the omission so to notify the Corporation will not relieve it from any liability which it may have to Indemnitee otherwise than under this Agreement. With respect to any such action, suit or proceeding as to which Indemnitee notifies the Corporation of the commencement thereof:

Appears in 1 contract

Samples: Indemnity Agreement (Pawnmart Inc)

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceedingProceeding, Indemnitee willshall, if a claim in respect thereof is to be made against the Corporation Company under this Agreement, notify the Corporation Company of the commencement thereof; but the omission so to notify the Corporation Company will not relieve it from any liability which it may have to Indemnitee otherwise than under this AgreementIndemnitee. With respect to any such action, suit or proceeding as to which Indemnitee notifies the Corporation of the commencement thereofProceeding:

Appears in 1 contract

Samples: Director and Officer Indemnity Agreement (New Jersey Resources Corp)

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceedingproceeding which may constitute a Claim hereunder, Indemnitee will, if a claim Claim in respect thereof is to be made against the Corporation under this Agreement, notify the Corporation of the commencement thereof; but the omission so to notify the Corporation will not relieve it from any liability which it may have to Indemnitee otherwise than under this Agreement. With respect to any such action, suit or proceeding as to which Indemnitee notifies the Corporation of the commencement thereofwhereupon:

Appears in 1 contract

Samples: Indemnity Agreement (Bellsouth Corp)

Notification and Defense of Claim. Promptly after receipt by of --------------------------------- Indemnitee of notice of the commencement of any action, suit or proceedingClaim, Indemnitee will, if a claim in respect thereof is to be made against the Corporation Company under this Agreement, notify the Corporation Company of the commencement thereof; , but the omission so to notify the Corporation Company will not relieve it from any liability which it may have to Indemnitee otherwise than under this Agreementhereunder. With respect to any such action, suit or proceeding Claim as to which Indemnitee notifies the Corporation Company of the commencement thereof:.

Appears in 1 contract

Samples: Indemnification Agreement (CMG Information Services Inc)

Notification and Defense of Claim. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee will, if a claim Claim in respect thereof is to be made against the Corporation Company under this Agreement, notify the Corporation Company of the commencement thereofhereof; but the omission so to notify the Corporation Company will not relieve it from any liability which it may have to Indemnitee otherwise than under this Agreement. With respect to any such action, suit or proceeding as to which Indemnitee notifies the Corporation Company of the commencement thereof:

Appears in 1 contract

Samples: Form of Director and Officer Indemnity Agreement (NTL Delaware Inc)

Notification and Defense of Claim. Promptly after receipt by Indemnitee Officer of notice of the commencement of any action, suit or proceeding, Indemnitee will, if proceeding for which a claim in respect thereof is to of indemnification may be made against the Corporation under this AgreementAgreement ("Action"), Officer will notify the Corporation of the commencement thereofsuch commencement; but the omission so to notify the Corporation will not relieve it the Corporation from any liability which it may have to Indemnitee Officer otherwise than under this AgreementAgreement so long as the rights of the Corporation in the defense of its rights in the Action have not been materially compromised. With respect to any such action, suit or proceeding an Action as to which Indemnitee officer notifies the Corporation of the commencement thereofits commencement:

Appears in 1 contract

Samples: Indemnification Agreement (Carecentric Inc)

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