Submission of Claims. Whenever any Proceeding shall occur as to which indemnification under this Agreement may be sought by the Indemnitee, the Indemnitee shall give the Corporation written notice thereof as promptly as reasonably practicable after the Indemnitee has actual knowledge of such Proceeding (an "Indemnification Notice"). The Indemnification Notice shall specify in reasonable detail the facts known to the Indemnitee giving rise to such Proceeding, the positions and allegations of the parties to such Proceeding and the factual bases therefor, and the amount or an estimate of the amount of Liabilities and Expenses reasonably expected to arise therefrom. A delay by the Indemnitee in providing such notice shall not relieve the Corporation from its obligations under this Agreement unless and only to the extent that the Corporation is materially and adversely affected by the delay. If the Indemnitee desires to personally retain the services of an attorney in connection with any Proceeding, the Indemnitee shall notify the Corporation of such desire in Indemnification Notice relating thereto, and such notice shall identify the counsel to be retained.
Appears in 10 contracts
Samples: Indemnification Agreement (Echelon International Corp), Indemnification Agreement (JLM Industries Inc), Indemnification Agreement (JLM Industries Inc)
Submission of Claims. Whenever any Proceeding claims shall occur as to which arise for ----------------------- indemnification under this Agreement may be sought by the IndemniteeAgreement, the Indemnitee Indemnified Party shall give notify the Corporation written notice thereof as promptly as reasonably practicable after the Indemnitee Indemnified Party has actual knowledge of the facts constituting the basis for such Proceeding claim (an "Indemnification Notice"). The Indemnification Notice shall specify in reasonable detail the facts known to the Indemnitee Indemnified Party giving rise to such Proceedingindemnification right, the positions and allegations of the parties to such any related Proceeding and the factual bases therefor, and the amount or an estimate of the amount of Liabilities and Expenses reasonably expected to arise therefromtherefrom (or a statement to the effect that such Liabilities and Expenses cannot be reasonably estimated). A delay by the Indemnitee Indemnified Party in providing such notice shall not relieve the Corporation from its obligations under this Agreement unless and then only to the extent that the Corporation is materially and adversely affected by the delay. If the Indemnitee Indemnified Party desires to personally retain the services of an attorney in connection with any Proceeding, the Indemnitee Indemnified Party shall notify the Corporation of such desire in the Indemnification Notice relating thereto, and such notice shall identify the counsel to be retained.
Appears in 2 contracts
Samples: Indemnification Agreement, Indemnification Agreement (Publix Super Markets Inc)