Common use of Notification and Defense of Claims Clause in Contracts

Notification and Defense of Claims. (a) If Indemnitee receives notice, otherwise than from the Company, that Indemnitee is or will be made, or is threatened to be made, a party to any Proceeding in respect of which Indemnitee intends to seek indemnification hereunder, Indemnitee must promptly notify the Company in writing of the nature and, to Indemnitee's knowledge, status of that Proceeding. If this Section 4(a) requires Indemnitee to give such a notice, but Indemnitee fails to do so, that failure will not relieve the Company from, or otherwise affect, the obligations the Partnership may have to indemnify Indemnitee under this Agreement, unless the Company can establish that the failure has resulted in actual prejudice to the Company.

Notification and Defense of Claims. (a) If Indemnitee receives notice, otherwise than from the Company, that Indemnitee is or will be made, or is threatened to be made, a party to any Proceeding in respect of which Indemnitee intends to seek indemnification hereunder, Indemnitee must promptly notify the Company in writing of the nature and, to Indemnitee's ’s knowledge, status of that Proceeding. If this Section 4(a) requires Indemnitee to give such a notice, but Indemnitee fails to do so, that failure will not relieve the Company from, or otherwise affect, the obligations the Partnership may have to indemnify Indemnitee under this Agreement, unless the Company can establish that the failure has resulted in actual prejudice to the Company.

Notification and Defense of Claims. (a) If Indemnitee receives notice, otherwise than from the CompanyCompany or the Partnership, that Indemnitee is or will be made, or is threatened to be made, a party to any Proceeding in respect of which Indemnitee intends to seek indemnification hereunder, Indemnitee must promptly notify the Company and the Partnership in writing of the nature and, to Indemnitee's knowledge, status of that Proceeding. If this Section 4(a) requires Indemnitee to give such a notice, but Indemnitee fails to do so, that failure will not relieve the Company or the Partnership from, or otherwise affect, the obligations the Company or the Partnership may have to indemnify Indemnitee (1) under this Agreement, unless the Company and the Partnership can establish that the failure has resulted in actual material prejudice to the CompanyCompany and the Partnership or (2) otherwise than under this Agreement.

Notification and Defense of Claims. (a) If Indemnitee receives notice, otherwise than from the Company, that Indemnitee is or will be made, or is threatened to be made, a party to any Proceeding in respect of which Indemnitee intends to seek indemnification hereunder, Indemnitee must promptly notify the Company in writing of the nature and, to Indemnitee's ’s knowledge, status of that Proceeding. If this Section 4(a) requires Indemnitee to give such a notice, but Indemnitee fails to do so, that failure will not relieve the Company from, or otherwise affect, from the obligations the Partnership Company may have to indemnify Indemnitee under this Agreement, unless the Company can establish that the failure has resulted in actual prejudice to the Company.

Notification and Defense of Claims. (a) If Indemnitee receives notice, otherwise than from the CompanyCompany or the Partnership, that Indemnitee is or will be made, or is threatened to be made, a party to any Proceeding in respect of which Indemnitee intends to seek indemnification hereunder, Indemnitee must promptly notify the Company and the Partnership in writing of the nature and, to Indemnitee's ’s knowledge, status of that Proceeding. If this Section 4(a) requires Indemnitee to give such a notice, but Indemnitee fails to do so, that failure will not relieve the Company or the Partnership from, or otherwise affect, the obligations the Company or the Partnership may have to indemnify Indemnitee under this Agreement, unless the Company and the Partnership can establish that the failure has resulted in actual prejudice to the CompanyCompany and the Partnership.

Notification and Defense of Claims. (a) If Indemnitee receives notice, otherwise than from the Company, that Indemnitee is or will be made, or is threatened to be made, a party to any Proceeding in respect of which Indemnitee intends to seek indemnification hereunder, Indemnitee must promptly notify the Company in writing of the nature and, to Indemnitee's knowledge, status of that Proceeding. If this Section 4(a) requires Indemnitee to give such a notice, but Indemnitee fails to do so, that failure will not relieve the Company from, or otherwise affect, from the obligations the Partnership Company may have to indemnify Indemnitee under this Agreement, unless the Company can establish that the failure has resulted in actual prejudice to the Company.

Notification and Defense of Claims. (a) If Indemnitee receives notice, otherwise than from the Company, that Indemnitee is or will be made, or is threatened to be made, a party to any Proceeding in respect of which Indemnitee intends to seek indemnification hereunder, Indemnitee must promptly notify the Company in writing of the nature and, to Indemnitee's knowledge, status of that Proceeding. If this Section 4(a) requires Indemnitee to give such a notice, but Indemnitee fails to do so, that failure will not relieve the Company from, or otherwise affect, from the obligations the Partnership Company may have to indemnify Indemnitee under this Agreement, Agreement unless the Company can establish that the failure has resulted in actual prejudice to the Company.

Notification and Defense of Claims. (a) If Indemnitee receives notice, otherwise than from the CompanyCompany or the Partnership, that Indemnitee is or will be made, or is threatened to be made, a party to any Proceeding in respect of which Indemnitee intends to seek indemnification hereunder, Indemnitee must promptly notify the Company and the Partnership in writing of the nature and, to Indemnitee's ’s knowledge, status of that Proceeding. If this Section 4(a5(a) requires Indemnitee to give such a notice, but Indemnitee fails to do so, that failure will not relieve the Company or the Partnership from, or otherwise affect, the obligations the Company or the Partnership may have to indemnify Indemnitee under this Agreement, unless the Company and the Partnership can establish that the failure has resulted in actual prejudice to the CompanyCompany and the Partnership.

Notification and Defense of Claims. (a) If Indemnitee receives notice, otherwise than from the CompanyCompany or the Partnership, that Indemnitee is or will be made, or is threatened to be made, a party to any Proceeding in respect of which Indemnitee intends to seek indemnification hereunder, Indemnitee must promptly notify the Company and the Partnership in writing of the nature and, to Indemnitee's knowledge, status of that Proceeding. If this Section 4(a5(a) requires Indemnitee to give such a notice, but Indemnitee fails to do so, that failure will not relieve the Company or the Partnership from, or otherwise affect, the obligations the Company or the Partnership may have to indemnify Indemnitee under this Agreement, unless the Company and the Partnership can establish that the failure has resulted in actual prejudice to the CompanyCompany and the Partnership.