Notice of Litigation, Right to Prosecute, Etc Sample Clauses

Notice of Litigation, Right to Prosecute, Etc. No Fund shall be liable for indemnification under this Section 5.03 unless a Person shall have promptly notified such Fund in writing of the commencement of any litigation or proceeding brought against such Person in respect of which indemnity may be sought under this Section 5.03. With respect to claims in such litigation or proceedings for which indemnity by a Fund may be sought and subject to applicable law and the ruling of any court of competent jurisdiction, such Fund shall be entitled to participate in any such litigation or proceeding and, after written notice from such Fund to any Person, such Fund may assume the defense of such litigation or proceeding with counsel of its choice at its own expense in respect of that portion of the litigation for which such Fund may be subject to an indemnification obligation; provided however, a Person shall be entitled to participate in (but not control) at its own cost and expense, the defense of any such litigation or proceeding if such Fund has not acknowledged in writing its obligation to indemnify the Person with respect to such litigation or proceeding. If such Fund is not permitted to participate or control such litigation or proceeding under applicable law or by a ruling of a court of competent jurisdiction, such Person shall reasonably prosecute such litigation or proceeding. A Person shall not consent to the entry of any judgment or enter into any settlement in any such litigation or proceeding without providing each applicable Fund with adequate notice of any such settlement or judgment, and without each such Fund's prior written consent. All Persons shall submit written evidence to each applicable Fund with respect to any cost or expense for which they are seeking indemnification in such form and detail as such Fund may reasonably request.
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Notice of Litigation, Right to Prosecute, Etc. The Custodian shall promptly notify the Funds in writing of the commencement of any litigation or proceeding brought against the Custodian in respect of which indemnity may be sought against the Funds pursuant to this Section4.
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Notice of Litigation, Right to Prosecute, Etc. Promptly upon receipt by the Custodian of the commencement of any litigation or proceeding brought against an Indemnitee (a “Claim”), when seeking indemnification by any Fund or Series, the Custodian must notify such Fund or Series of such Claim in writing. Failure by the Custodian to so notify the Fund or Series will not relieve any Fund or Series from its obligation to indemnify the Indemnitees under this Agreement, except to the extent that such failure to notify results in the forfeiture by the Fund or Series of any of substantive rights or defenses. With respect to claims in such litigation or proceedings for which indemnity by a Fund or Series may be sought and subject to applicable law and the ruling of any court of competent jurisdiction, such Fund or Series shall be entitled to participate in any such litigation or proceeding and, after written notice from such Fund or Series to any Indemnitee, such Fund or Series may assume the defense of such litigation or proceeding at its own expense with counsel of its choice; provided that such counsel is acceptable to the Custodian in respect of that portion of the litigation for which such Fund or Series may be subject to an indemnification obligation. Upon the assumption by a Fund or Series of the defense of a Claim, the Custodian may participate in the defense of such Claim at any time and may retain its own counsel but the applicable Fund or Series shall not be liable for any legal fees or expenses subsequently incurred by the Custodian in connection with the defense thereof, unless (i) the Fund or Series has agreed to pay such fees and expenses, (ii) the Fund or Series shall have failed to employ counsel to the Custodian in a timely manner or (iii) the Custodian shall have reasonably determined that representation of Custodian by counsel provided by a Fund or Series pursuant to the foregoing would be inappropriate due to actual or potential conflicting interests between such Fund or Series and the Custodian, including, without limitation, situations in which there are one or more legal defenses available to the Custodian that are different from or additional to those available to such Fund or Series. An Indemnitee shall not consent to the entry of any judgment or enter into any settlement in any such litigation or proceeding without providing each applicable Fund or Series with adequate notice of any such settlement or judgment, and without each such Fund’s or Series’ prior written consent, which conse...
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Notice of Litigation, Right to Prosecute, Etc. Neither the Custodian nor the Fund shall be liable for indemnification under Section 6 of this Agreement unless a Person shall have promptly notified the Custodian or the relevant Fund in writing of the commencement of any litigation or proceeding
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Notice of Litigation, Right to Prosecute, Etc. A Company shall not be liable for indemnification under this Section 5.03 unless a Person shall have promptly notified the Company in writing of the commencement of any litigation or proceedings brought against such a Person in respect of which indemnity may be sought under this Section 5.03. The Company shall be entitled to participate in any such litigation or proceedings and, after written notice from the Company to any Person, the Company may assume the defense of such litigation or proceedings with counsel of its choice at its own expense, subject to applicable law and the ruling of any court of competent jurisdiction; provided, however, a Person shall be entitled to participate in (but not control) at its own cost and expense, the defense of any such litigation or proceeding if the Company has not acknowledged in writing its obligation to indemnify the Person with respect to such litigation or proceeding. A Person shall not consent to the entry of any judgment or enter into any settlement in any such litigation or proceeding without providing the Company with adequate notice of any such settlement or judgment, and without the Company’s prior written consent. All Persons shall submit written evidence to the Company with respect to any cost or expense for which they are seeking indemnification in such form and detail as the Company may reasonably request.
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Notice of Litigation, Right to Prosecute, Etc. If a person seeking indemnification pursuant to Section 13.3(1) hereof fails to promptly notify the Fund in writing of the commencement of any litigation or any proceeding brought against such person (a "Proceeding"), the Fund shall not be liable for indemnification under this Contract with respect to such Proceeding to the extent that the Fund's ability to defend is prejudiced by such failure. With respect to claims in a Proceeding for which indemnity by the Fund may be sought, the Fund shall be entitled to participate at its own expense in the defense, or, if it so elects,
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Notice of Litigation, Right to Prosecute, Etc. The Fund shall not be liable for indemnification under this Section 5.03 unless a Person shall have promptly notified the Fund in writing of the commencement of any litigation or proceeding brought against such Person in respect of which indemnity may be sought under this Section 5.03 provided, that the Fund shall not be liable for such indemnification to the extent that the Fund is disadvantaged by any such delay in notification. With respect to claims in such litigation or proceedings for which indemnity by the Fund may be sought and subject to applicable law and the ruling of any court of competent jurisdiction, the Fund shall be entitled to
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Related to Notice of Litigation, Right to Prosecute, Etc

  • Required Confidentiality Claim Form This is a requirement of the TIPS Contract and is non-negotiable. TIPS provides the required TIPS Confidentiality Claim Form in the "Attachments" section of this solicitation. Vendor must execute this form by either signing and waiving any confidentiality claim, or designating portions of Vendor's proposal confidential. If Vendor considers any portion of Vendor's proposal to be confidential and not subject to public disclosure pursuant to Chapter 552 Texas Gov’t Code or other law(s) and orders, Vendor must have identified the claimed confidential materials through proper execution of the Confidentiality Claim Form. If TIPS receives a public information act or similar request, any responsive documentation not deemed confidential by you in this manner will be automatically released. For Vendor documents deemed confidential by you in this manner, TIPS will follow procedures of controlling statute(s) regarding any claim of confidentiality and shall not be liable for any release of information required by law, including Attorney General determination and opinion. Notwithstanding any other Vendor designation of Vendor's proposal as confidential or proprietary, Vendor’s submission of this proposal constitutes Vendor’s agreement that proper execution of the required TIPS Confidentiality Claim Form is the only way to assert any portion of Vendor's proposal as confidential.

  • Indemnification Procedure for Third Party Claims (a) In the event that any party (the “Indemnified Person”) desires to make a claim against any other party (the “Indemnifying Person”) in connection with any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim or demand made by any Person not a party to this Agreement against the Indemnified Person (a “Third-Party Claim”), such Indemnified Person must notify the Indemnifying Person in writing, of the Third-Party Claim (a “Third-Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person of notice of the Third-Party Claim; provided, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve or reject the settlement and related expenses; provided, however, that upon rejection of any settlement and related expenses, the Indemnified Person shall assume control of the defense of such Third-Party Claim and the liability of the Indemnifying Person with respect to such Third-Party Claim shall be limited to the amount or the monetary equivalent of the rejected settlement and related expenses. (b) The Indemnified Person shall retain the right to employ its own counsel and to discuss matters with the Indemnifying Person related to the defense of any Third-Party Claim, the defense of which has been assumed by the Indemnifying Person pursuant to Section 10.3(a) of this Agreement, but the Indemnified Person shall bear and shall be solely responsible for its own costs and expenses in connection with such participation; provided, however, that, subject to Section 10.3(a) above, all decisions of the Indemnifying Person shall be final and the Indemnified Person shall cooperate with the Indemnifying Person in all respects in the defense of the Third-Party Claim, including refraining from taking any position adverse to the Indemnifying Person. (c) If the Indemnifying Person fails to give notice of the assumption of the defense of any Third-Party Claim within a reasonable time period not to exceed forty-five (45) days after receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall no longer be entitled to assume (but shall continue to be entitled to participate in) such defense. The Indemnified Person may, at its option, continue to defend such Third-Party Claim and, in such event, the Indemnifying Person shall indemnify the Indemnified Person for all reasonable fees and expenses in connection therewith (provided it is a Third-Party Claim for which the Indemnifying Person is otherwise obligated to provide indemnification hereunder). The Indemnifying Person shall be entitled to participate at its own expense and with its own counsel in the defense of any Third-Party Claim the defense of which it does not assume. Prior to effectuating any settlement of such Third-Party Claim, the Indemnified Person shall furnish the Indemnifying Person with written notice of any proposed settlement in sufficient time to allow the Indemnifying Person to act thereon. Within fifteen (15) days after the giving of such notice, the Indemnified Person shall be permitted to effect such settlement unless the Indemnifying Person (a) reimburses the Indemnified Person in accordance with the terms of this Article 10 for all reasonable fees and expenses incurred by the Indemnified Person in connection with such Claim; (b) assumes the defense of such Third-Party Claim; and (c) takes such other actions as the Indemnified Person may reasonably request as assurance of the Indemnifying Person’s ability to fulfill its obligations under this Article 10 in connection with such Third-Party Claim.

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