Common use of Notification and Defense of Claim Clause in Contracts

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

Appears in 12 contracts

Samples: Indemnification Agreement (Cisco Systems Inc), Indemnification Agreement (C-Cor Inc), Indemnification Agreement (Dura Pharmaceuticals Inc/Ca)

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Notification and Defense of Claim. Promptly As soon as practicable after receipt by the Officer of notice of the commencement of any action, suit or proceeding, the Officer 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 provided, however, that the omission so to notify the Corporation will not relieve it the Corporation from any liability which it may have to the Officer otherwise than under this Agreement. With respect to any such action, suit or proceeding as to which the Officer notifies the Corporation of the commencement thereof:

Appears in 7 contracts

Samples: Officer Indemnity Agreement (Hill-Rom Holdings, Inc.), Officer Indemnity Agreement (Hill-Rom Holdings, Inc.), Officer Indemnity Agreement (Hill-Rom Holdings, Inc.)

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

Appears in 4 contracts

Samples: Form of Indemnification Agreement (White House Inc/Md), Indemnification Agreement (Collegeclub Com Inc), Indemnification Agreement (Endocare Inc)

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

Appears in 4 contracts

Samples: Indemnification Agreement (Covalent Group Inc), Indemnification Agreement (Covalent Group Inc), Indemnification Agreement (Covalent Group Inc)

Notification and Defense of Claim. Promptly after receipt by Officer of notice of the commencement of any action, suit or proceeding, Officer willthe Director shall, if a claim for indemnification 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 that the Corporation may have to Officer otherwise than the Director under this AgreementAgreement unless the Corporation is materially prejudiced thereby. With respect to any such action, suit or proceeding as to which Officer the Director notifies the Corporation of the commencement thereof:

Appears in 4 contracts

Samples: Director Indemnification Agreement (GeoEye, Inc.), Director Indemnification Agreement (GeoEye, Inc.), Director Indemnification Agreement (GeoEye, Inc.)

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

Appears in 3 contracts

Samples: Indemnification Agreement (Hyperbaric Systems), Indemnification Agreement (Hyperbaric Systems), Indemnification Agreement (Hyperbaric Systems)

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

Appears in 3 contracts

Samples: Indemnification Agreement (Halliburton Co), Indemnification Agreement (Halliburton Co), Indemnification Agreement (Halliburton Co)

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

Appears in 3 contracts

Samples: Indemnification Agreement (Keithley Instruments Inc), Indemnification Agreement (Cardinal Health Inc), Indemnification Agreement (Cardinal Health Inc)

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

Appears in 3 contracts

Samples: Indemnification Agreement (C Cor Electronics Inc), Indemnification Agreement (C Cor Electronics Inc), Indemnification Agreement (C Cor Electronics Inc)

Notification and Defense of Claim. Promptly after receipt by Officer Director of notice of the commencement of any action, suit or proceeding, Officer Director 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 Officer Director otherwise than under this Agreement. With respect to any such action, suit or proceeding as to which Officer Director notifies the Corporation of the commencement thereof:

Appears in 2 contracts

Samples: Indemnification Agreement (Eautoclaims Com Inc), Indemnification Agreement (Eautoclaims Com Inc)

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

Appears in 2 contracts

Samples: Indemnification Agreement (Websense Inc), Indemnification Agreement (Compgeeks Inc)

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

Appears in 2 contracts

Samples: Indemnification Agreement (Dura Pharmaceuticals Inc/Ca), Indemnification Agreement (Dura Pharmaceuticals Inc/Ca)

Notification and Defense of Claim. Promptly after receipt by Officer of notice of the commencement of any action, suit or proceeding, Officer 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 Officer otherwise than under this Agreement. With respect to any such action, suit or proceeding as to which Officer so notifies Corporation of the commencement thereofCorporation:

Appears in 2 contracts

Samples: S Indemnification Agreement (Ems Technologies Inc), Indemnification Agreement (Ems Technologies Inc)

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

Appears in 2 contracts

Samples: Employment Agreement (C-Cor Inc), Employment Agreement (C Cor Electronics Inc)

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

Appears in 2 contracts

Samples: Indemnification Agreement (Giga Tronics Inc), Indemnification Agreement (Giga Tronics Inc)

Notification and Defense of Claim. Promptly after receipt by Officer of notice of the commencement of any action, suit or proceeding, Officer 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 Officer otherwise than under this AgreementAgreement or otherwise. With respect to any such action, suit or proceeding as to which Officer notifies Corporation is entitled to or seeks indemnification or advancement of the commencement thereofexpenses:

Appears in 1 contract

Samples: Indemnification Agreement (World Air Holdings, Inc.)

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

Appears in 1 contract

Samples: Indemnification Agreement (Transfinancial Holdings Inc)

Notification and Defense of Claim. Promptly after receipt by Officer of notice of the commencement of any action, claim, suit or proceedingproceeding against him by reason of his status as a director, officer, employee or agent, Officer will, if a claim in respect thereof is to be made against Corporation under this Agreement, will notify Corporation Company of the commencement thereof; but provided, however, that the omission to so to notify Corporation Company will not relieve it Company from any liability which it may have to Officer 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 Officer notifies Corporation Company of the commencement thereof:

Appears in 1 contract

Samples: Indemnification Agreement (Agribrands International Inc)

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

Appears in 1 contract

Samples: Indemnification Agreement (American Business Products Inc)

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

Appears in 1 contract

Samples: Indemnification Agreement (Wildblue Communications Inc)

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

Appears in 1 contract

Samples: Director Indemnification Agreement (Electrosource Inc)

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

Appears in 1 contract

Samples: Indemnification Agreement (Comps Com Inc)

Notification and Defense of Claim. Promptly after receipt by Officer of notice of the commencement of any action, suit or proceeding, Officer 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 to so to notify the Corporation will not relieve it the Corporation from any liability which it may have to Officer otherwise than under this Agreement. With respect to any such action, suit or proceeding as to which Officer notifies the Corporation of the commencement thereof:

Appears in 1 contract

Samples: Indemnification Agreement (Applied Micro Circuits Corp)

Notification and Defense of Claim. Promptly after receipt by the Officer of notice of the commencement of any action, suit or proceeding, the Officer 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 the Officer otherwise than under this AgreementAgreement or from any liability which is not directly related to the failure of the Officer promptly to so notify the Corporation. With respect to any such action, suit or proceeding as to which the Officer notifies the Corporation of the commencement thereof:

Appears in 1 contract

Samples: Indemnification Agreement (Dial Corp /New/)

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

Appears in 1 contract

Samples: Indemnification Agreement (Microchip Technology Inc)

Notification and Defense of Claim. Promptly after receipt by Officer Director of notice of the commencement of any action, suit or proceeding, Officer Director 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 Officer otherwise than Director under this AgreementAgreement or otherwise. With respect to any such action, suit or proceeding as to which Officer notifies Corporation Director is entitled to or seeks indemnification or advancement of the commencement thereofexpenses:

Appears in 1 contract

Samples: Indemnification Agreement (World Air Holdings, Inc.)

Notification and Defense of Claim. Promptly after receipt by Officer Director of notice of the commencement of any action, suit or proceeding, Officer Director 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 Officer Director otherwise than under this Agreement. With respect to any such action, suit or proceeding as to which Officer Director notifies the Corporation of the commencement thereof:

Appears in 1 contract

Samples: Indemnification Agreement (Centex Corp)

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

Appears in 1 contract

Samples: Indemnification Agreement (C Cor Net Corp)

Notification and Defense of Claim. Promptly after receipt by Officer of notice of the commencement of any action, suit or proceeding, the Officer willshall, if a claim for indemnification 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 that the Corporation may have to the Officer otherwise than under this AgreementAgreement unless the Corporation is materially prejudiced thereby. With respect to any such action, suit or proceeding as to which the Officer notifies the Corporation of the commencement thereof:

Appears in 1 contract

Samples: Officer Indemnification Agreement (Orbital Sciences Corp /De/)

Notification and Defense of Claim. Promptly after receipt by Officer of notice of the commencement of any action, suit or proceeding, Officer will, if a claim in respect thereof is to be made against the Corporation under this AgreementAgreement (other than under Section 1 hereof), 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 Officer otherwise than under this Agreement. With respect to any such action, suit or proceeding as to which Officer so notifies Corporation of the commencement thereofCorporation:

Appears in 1 contract

Samples: Indemnification Agreement (Reflectone Inc /Fl/)

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

Appears in 1 contract

Samples: Indemnification Agreement (Digital Theater Systems Inc)

Notification and Defense of Claim. (a) Promptly after receipt by the Officer of notice of the commencement of any action, suit or proceeding, the Officer 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 to so to notify the Corporation will not relieve it the Corporation from any liability which it may have to the Officer otherwise than under this Agreement. With respect to any such action, suit or proceeding as to which Officer notifies Corporation of the commencement thereof:.

Appears in 1 contract

Samples: Indemnification Agreement (Ptek Holdings Inc)

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

Appears in 1 contract

Samples: Indemnification Agreement (Amdahl Corp)

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

Appears in 1 contract

Samples: Indemnification Agreement (Xoma LTD /De/)

Notification and Defense of Claim. Promptly after receipt by Officer of notice of the commencement of any action, suit or proceeding, Officer 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 the Corporation from any liability which it may have to Officer otherwise than under this Agreement. With respect to any such action, suit or proceeding as to which Officer notifies the Corporation of the commencement thereof:

Appears in 1 contract

Samples: Officer Indemnification Agreement (Wolverine Tube Inc)

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

Appears in 1 contract

Samples: Indemnification Agreement (Xoma LTD /De/)

Notification and Defense of Claim. Promptly after receipt by Officer of notice of the commencement of any action, suit or proceeding, Officer he or she 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 to so to notify the Corporation will not relieve it from any liability which it may have to Officer otherwise than under this Agreement. With respect to any such action, suit or proceeding as to which Officer notifies the Corporation of the commencement thereof:

Appears in 1 contract

Samples: Indemnification Agreement (Priority Healthcare Corp)

Notification and Defense of Claim. (a) Promptly after receipt by Officer the Director of notice of the commencement of any action, suit or proceeding, Officer the Director 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 to so to notify the Corporation will not relieve it the Corporation from any liability which it may have to Officer the Director otherwise than under this Agreement. With respect to any such action, suit or proceeding as to which Officer notifies Corporation of the commencement thereof:.

Appears in 1 contract

Samples: Indemnification Agreement (Ptek Holdings Inc)

Notification and Defense of Claim. Promptly after receipt by Officer Director of notice of the commencement of any action, suit or proceeding, Officer he or she 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 to so to notify the Corporation will not relieve it from any liability which it may have to Officer Director otherwise than under this Agreement. With respect to any such action, suit or proceeding as to which Officer Director notifies the Corporation of the commencement thereof:

Appears in 1 contract

Samples: Indemnification Agreement (Priority Healthcare Corp)

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