Common use of Notification and Defense of Proceeding Clause in Contracts

Notification and Defense of Proceeding. Promptly after receipt by the Indemnitee of notice of any Proceeding, the Indemnitee shall, if a request for indemnification or an advancement of Expenses in respect thereof is to be made against the Company under this Agreement, notify the Company in writing of the commencement thereof; but the omission so to notify the Company shall not relieve it from any liability that it may have to the Indemnitee. Notwithstanding any other provision of this Agreement, with respect to any such Proceeding of which the Indemnitee notifies the Company:

Appears in 56 contracts

Samples: Indemnification Agreement (GE Vernova LLC), Indemnification Agreement (PHI Group, Inc./De), Form of Indemnification Agreement (Estrella Immunopharma, Inc.)

AutoNDA by SimpleDocs

Notification and Defense of Proceeding. Promptly after receipt by the Indemnitee of notice of any Proceeding, the Indemnitee shall, if a request for indemnification or an advancement of Expenses in respect thereof is to be made against the Company under this Agreement, notify the Company in writing of the commencement thereof; but the omission so to notify the Company shall not relieve it from any liability that it may have to the IndemniteeIndemnitee unless, and to the extent that, such failure actually and materially prejudices the interests of the Company. Notwithstanding any other provision of this Agreement, with respect to any such Proceeding of which the Indemnitee notifies the Company:

Appears in 11 contracts

Samples: Indemnification Agreement (Spyre Therapeutics, Inc.), Indemnification Agreement (Spyre Therapeutics, Inc.), Indemnification Agreement (Neurogene Inc.)

Notification and Defense of Proceeding. (a) Promptly after receipt by the Indemnitee of notice of the commencement of any ProceedingClaim by reason of (or arising in part out of) an Indemnifiable Event, the Indemnitee shall, if a request for indemnification or an advancement of Expenses claim in respect thereof is to be made against the Company under this Agreement, notify the Company in writing of the commencement thereof; but the omission so to notify the Company shall will not relieve it the Company from any liability that it may have to the Indemnitee. Notwithstanding any other provision of this Agreement, with respect to any such Proceeding of which the Indemnitee notifies the Company:except as provided in Section 7(c).

Appears in 3 contracts

Samples: Indemnification Agreement (Matrix Service Co), Indemnification Agreement (Matrix Service Co), Indemnification Agreement (Willbros Group, Inc.\NEW\)

Notification and Defense of Proceeding. Promptly after After receipt by the Indemnitee of notice of the commencement of any Proceeding, the Indemnitee shall, if a request for indemnification or an advancement of Expenses in respect thereof claim is to be made against the Company under this Agreement, the Indemnitee shall promptly notify the Company in writing of the commencement thereof; but of such Proceeding. The failure of the omission Indemnitee to so to notify the Company shall not relieve it the Company from any liability that which it may have to the Indemnitee. Notwithstanding any Indemnitee other provision of than under this Agreement, with . With respect to any such Proceeding of which the Indemnitee so notifies the Company:

Appears in 3 contracts

Samples: Indemnification Agreement (VI Acquisition Corp), Indemnification Agreement (VI Acquisition Corp), Indemnification Agreement (VI Acquisition Corp)

Notification and Defense of Proceeding. Promptly after receipt by the Indemnitee of notice of any Proceeding, the Indemnitee shall, if a request for indemnification or an advancement of Expenses in respect thereof is to be made against the Company under this Agreement, notify the Company in writing of the commencement thereof; but the omission so to notify the Company shall not relieve it from any liability that it may have to the Indemnitee. Notwithstanding any other provision of this Agreement, with respect to any such Proceeding of which the Indemnitee notifies the Company:

Appears in 2 contracts

Samples: Indemnification Agreement (Del Frisco's Restaurant Group, LLC), . Indemnification Agreement (Douglas Dynamics, Inc)

AutoNDA by SimpleDocs

Notification and Defense of Proceeding. Promptly after receipt by the Indemnitee of notice of any Proceeding, the Indemnitee shall, if a request for indemnification or an advancement of Expenses in respect thereof is to be made against the Company under this Agreement, notify the Company in writing of the commencement thereofthereof (with such notice directed to the attention of an appropriate individual designated from time to time); but the omission so to notify the Company shall not relieve it the Indemnitor from any liability that it may have to the Indemnitee. Notwithstanding any other provision of this Agreement, with respect to any such Proceeding of which the Indemnitee notifies the Company:

Appears in 1 contract

Samples: Indemnification Agreement (Accenture PLC)

Notification and Defense of Proceeding. Promptly after receipt by the Indemnitee of notice of any Proceeding, the Indemnitee shall, if a request for indemnification or an advancement of Expenses in respect thereof is reasonably likely to be made against the Company under this Agreement, notify the Company in writing of the commencement thereof; but the omission so to notify the Company shall not relieve it the Company from any liability that it may have to the Indemnitee. Notwithstanding any other provision of this Agreement, with respect to any such Proceeding of which the Indemnitee notifies the Company:

Appears in 1 contract

Samples: Indemnification Agreement (Coty Inc /)

Notification and Defense of Proceeding. Promptly after receipt by the Indemnitee of notice of any Proceeding, the Indemnitee shall, if a request for indemnification or an advancement of Expenses in respect thereof is to be made against the Company Corporation under this Agreement, notify the Company Corporation in writing of the commencement thereof; but the omission so to notify the Company Corporation shall not relieve it from any liability that it may have to the Indemnitee. Notwithstanding any other provision of this Agreement, with respect to any such Proceeding of which the Indemnitee notifies the CompanyCorporation:

Appears in 1 contract

Samples: Indemnification Agreement (Viant Technology Inc.)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!