Notification of Proceedings. Indemnitee shall notify the Company in writing as soon as practicable of any Claim which could relate to a Proceeding or for which Indemnitee could seek Expense advances, including a brief description (based upon information then available to Indemnitee) of the nature of, and the facts underlying, such Proceeding. The failure by Indemnitee to timely notify the Company hereunder shall not relieve the Company from any liability hereunder unless and to the extent the Company's ability to participate in the defense of such claim was materially and adversely affected by such failure. If at the time of the receipt of such notice, the Company has directors' and officers' liability insurance in effect under which coverage for Proceedings is potentially available, the Company shall give prompt written notice to the applicable insurers in accordance with the procedures set forth in the applicable policies. The Company shall provide to Indemnitee a copy of such notice delivered to the applicable insurers, and copies of all subsequent correspondence between the Company and such insurers regarding the Proceeding, in each case substantially concurrently with the delivery or receipt thereof by the Company.
Notification of Proceedings. In the event that Purchasers receive written notice of any Tax matter with respect to a Purchased Entity or Corporate Entity that could affect Seller, or Seller receives written notice of any Tax matter with respect to a Purchased Entity or Corporate Entity that could affect Purchasers, the party receiving such written notice shall notify in writing the potentially affected party within seven calendar days thereof. The failure of any party to give the notice required by this Section 10.5(f) shall not impair that party's rights under this Agreement except to the extent that the other party demonstrates that it has been damaged thereby.
Notification of Proceedings. To obtain indemnification or any advancement of Expenses under this Agreement, Indemnitee agrees to notify IHM promptly upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which would reasonably be expected to be subject to indemnification or advancement of Expenses covered hereunder; provided, however, that any failure of Indemnitee to so notify IHM shall not relieve IHM of any obligation that it may have to Indemnitee under this Agreement or otherwise, unless (and only to the extent that) IHM’s ability to participate in the defense of such Proceeding was materially and adversely affected by such failure.
Notification of Proceedings. In case any proceeding (including any governmental investigation) shall be instituted involving any Indemnified Person, such Indemnified Person shall promptly notify the Indemnifying Party in writing and such Indemnifying Party, shall pay the reasonable fees and disbursements of counsel properly incurred in connection with such proceeding. Such Indemnified Person shall, subject to any requirement imposed by any insurer of the Indemnified Person, consult with the Company, the Selling Shareholder and Xxxxxxx Xxxxx and keep them informed in relation to such proceeding. Any failure by an Indemnified Person to notify or consult any Indemnifying Party in accordance with this clause shall not in any way relieve or reduce the obligations of any Indemnifying Party to indemnify each and every Indemnified Person under this clause 13.
Notification of Proceedings. Within 30 days of discovery by HCA, HCA shall notify OIG, in writing, of any ongoing investigation or legal proceeding conducted or brought by a governmental entity or its agents involving an allegation that HCA has committed a crime or has engaged in fraudulent activities. This notification shall include a description of the allegation, the identity of the investigating or prosecuting agency, and the status of such investigation or legal proceeding. HCA shall also provide written notice to OIG within 30 days of the resolution of the matter, and shall provide OIG with a description of the findings and/or results of the proceedings, if any.
Notification of Proceedings. Indemnitee must notify the Corporation in writing as soon as practicable of any Proceeding which could relate to an Indemnifiable Event or for which Indemnitee could seek the advancement of Expenses. Such notice must include a brief description (based upon information then available to Indemnitee) of the nature of, and the facts underlying, such Proceeding. The failure by Indemnitee to timely notify the Corporation hereunder will not relieve the Corporation from any liability hereunder unless and to the extent such failure materially prejudices the Corporation.
Notification of Proceedings. In the event that Purchaser receives written notice of any Tax matter with respect to a Purchased Entity that could affect Sellers, or Sellers receive written notice of any Tax matter with respect to a Purchased Entity that could affect Purchaser, the party receiving such written notice shall notify in writing the potentially affected party within five Business Days after receipt of such notice. The failure of any party to give the notice required by this SECTION 7.7(F) shall not impair that party's rights under this Agreement except to the extent that the other party demonstrates that it has been damaged or prejudiced thereby.
Notification of Proceedings. With respect to any threatened or pending litigation, administrative action, regulatory action, or other legal action or proceeding which may give rise to indemnification rights or obligations pursuant to this Agreement, each party shall inform the other party of any such actions or proceedings of which it becomes aware within two (2) business days after receipt of notice (or within a shorter period of time in order to avoid prejudice or compromise of either party’s rights) of any such actions or proceedings or within a shorter period of time to avoid prejudice or compromise of the other party’s rights or obligations.
Notification of Proceedings. If VTR receives written notice of any Tax matter with respect to Metrópolis or Proser that would affect a Transferor, or a Transferor receives written notice of any Tax matter with respect to Metrópolis or Proser that would affect VTR, Metrópolis or Proser, the Party receiving such written notice must promptly notify the Party that could be affected by such Tax matter; provided, however, that the failure of any Party to so notify the other Party will not release, in whole or in part, the other Party from its obligations under this Agreement, except to the extent (and solely to the extent) that the first Party’s failure to so notify has materially damaged the other Party in respect of such Tax matter.
Notification of Proceedings. Within 30 days of discovery, CHS shall notify OIG, in writing, of any ongoing investigation or legal proceeding conducted or brought by a governmental entity or its agents involving an allegation that CHS has committed a crime or has engaged in fraudulent activities or any other knowing misconduct. This notification shall include a description of the allegation, the identity of the investigating or prosecuting agency, and the status of such investigation or legal proceeding. CHS shall also provide written notice to OIG within 30 days of the resolution of the matter, and shall provide OIG with a description of the findings and/or results of the proceedings, if any.
