Notification and Defense of Proceedings. (a) As soon as reasonably practicable after receipt by the Indemnitee of written notice that he or she is a party to or a participant (as a witness or otherwise) in any Proceeding or of any other matter in respect of which the Indemnitee intends to seek indemnification or Expense Advance hereunder, the Indemnitee shall provide to the Company written notice thereof, including the nature of and the facts underlying such Proceeding or matter. The omission by the Indemnitee to so notify the Company will not relieve the Company from any liability which it may have to the Indemnitee hereunder or otherwise.
Notification and Defense of Proceedings. Participant agrees that he will use all reasonable efforts to notify the Company promptly after receipt by Participant of notice of the commencement of any proceeding if he anticipates that a request for indemnification in respect thereof is to be made against the Company under this Agreement; but failure to so notify the Company will not relieve the Company from any indemnification or other obligation or liability which it may have to Participant. With respect to any such proceeding as to which Participant notifies the Company of the commencement thereof:
Notification and Defense of Proceedings. 5.1 The Indemnitee agrees to promptly notify the Company in writing upon receipt of a complaint, demand letter, writ of summons, or other document in relation to (or upon otherwise becoming aware of) any Proceeding against the Indemnitee for which indemnification will or could be sought under this Agreement. The failure to notify the Company shall not relieve the Company of any obligation which it may have to the Indemnitee under this Agreement or otherwise, unless and only to the extent that such failure or delay adversely prejudices the Company.
Notification and Defense of Proceedings. If any Proceeding is brought against Indemnitee in respect of which indemnity may be sought under this Agreement:
Notification and Defense of Proceedings. Indemnitee agrees to use all reasonable efforts to notify the Company promptly after receipt by Indemnitee of notice of the commencement of any proceeding if Indemnitee anticipates that a request for indemnification in respect thereof is to be made against the Company under this Agreement; but failure to so notify the Company will not relieve the Company from any indemnification or other obligation or liability which it may have to Indemnitee. With respect to any such proceeding as to which Indemnitee notifies the Company of the commencement thereof:
Notification and Defense of Proceedings. Xxxxxx agrees that he will use all reasonable efforts to notify the Company promptly after receipt by Xxxxxx of notice of the commencement of any proceeding if he anticipates that a request for indemnification in respect thereof is to be made against the Company under this Agreement; but failure to so notify the Company will not relieve the Company from any indemnification or other obligation or liability which it may have to Xxxxxx. With respect to any such proceeding as to which Xxxxxx notifies the Company of the commencement thereof:
Notification and Defense of Proceedings. (a) As soon as reasonably practicable after receipt by the Indemnitee of notice that he or she is a party to or a participant (as a witness or otherwise) in any Proceeding or of any other matter in respect of which the Indemnitee intends to seek indemnification or Expense Advance hereunder, the Indemnitee shall provide to the Secretary, the General Counsel or the Chairman of the Board of the Company written notice thereof, including, to the extent reasonably available to the Indemnitee, the nature of, and the facts underlying, such Proceeding or matter and such other documentation and information as is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. Without limiting the generality of the foregoing, the Indemnitee agrees to promptly notify the Company in writing upon being served with or otherwise receiving any summons, citation, subpoena, complaint, indictment, information, or other documents relating to any Proceeding or matter which may be subject to indemnification hereunder. The omission by the Indemnitee to so notify the Company as provided in this subsection will not relieve the Company from any liability which it may have to the Indemnitee hereunder or otherwise unless the interests of the Company are actually and materially prejudiced by such omission.
Notification and Defense of Proceedings. DIRECTOR agrees that he will use all reasonable efforts to notify the Company promptly after receipt by DIRECTOR of notice of the commencement of any proceeding if he anticipates that a request for indemnification in respect thereof is to be made against the Company under this Agreement; but failure to so notify the Company will not relieve the Company from any indemnification or other obligation or liability which it may have to DIRECTOR. With respect to any such proceeding as to which DIRECTOR notifies the Company of the commencement thereof:
Notification and Defense of Proceedings. Indemnitee shall give notice (the “Notice”) to the Company within five Business Days after actual receipt of any summons, citation, subpoena, complaint, indictment, information, or other document related to any Proceeding begun in respect of which indemnity may be sought hereunder; provided, however, that the Indemnitee’s failure to give such notice to the Company within such time shall not relieve the Company from any of its obligations under Sections 2 and 3 of this Agreement except to the extent the Company has been materially prejudiced by Indemnitee’s failure to give such notice within such time period. Upon receipt of a Notice, the Company may assume the defense of such Proceeding, whereupon the Company shall not be liable to the Indemnitee under this Agreement for any fees or expenses of counsel subsequently incurred by Indemnitee or any other Expenses incurred with respect to the matters set forth in the Notice. The Company shall reimburse the Indemnitee pursuant to the terms of this Agreement for all Expenses related to the Proceeding incurred by the Indemnitee prior to the Indemnitee’s giving of the Notice. Notwithstanding the foregoing, Indemnitee shall be entitled to retain counsel and shall be reimbursed in full for all of the reasonable fees and expenses of such counsel in the event that (i) the Company fails to assume the defense of Indemnitee when it is required to do so hereunder, or (iii) there is a potential conflict of interest among Indemnitee and one or more other persons or entities represented by counsel proposed by the Company in fulfillment of its indemnification obligations hereunder. Nothing in this Agreement shall constitute a waiver of the Company’s right to seek participation at its own expense in any Proceeding which may give rise to indemnification hereunder.
Notification and Defense of Proceedings. Foshee agrees that he will use all reasonable efforts to notify the Xxxxxxy promptly after receipt by Foshee of notice of the commencement of any proceeding if he anticipxxxx xhat a request for indemnification in respect thereof is to be made against the Company under this Agreement; but failure to so notify the Company will not relieve the Company from any indemnification or other obligation or liability which it may have to Foshee. With respect to any such proceeding as to which Foshee notifxxx xxe Company of the commencement thereof:
