Notice by Indemnitee and Defense of Claim. Indemnitee shall promptly notify the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any matter, whether civil, criminal, administrative or investigative, but the omission to notify the Company will not relieve it from any liability which it may have to Indemnitee if such omission does not prejudice the Company’s rights. If such omission does prejudice the Company’s rights, the Company will be relieved from liability only to the extent of such prejudice, and such omission shall not relieve the Company from any liability which it may have to Indemnitee otherwise than under this Agreement.

Notice byBy Indemnitee. Indemnitee and Defense of Claim. Indemnitee shallagrees promptly to notify the Company in writing upon being served with or otherwise receiving any summons, citation, subpoena, complaint, indictment, information or other document relating to any matter, whether civil, criminal, administrativeProceeding or investigative, but the omissionmatter which may be subject to indemnification covered hereunder. The failure to so notify the Company willshall not relieve it fromthe Company of any liabilityobligation which it may have to Indemnitee if such omission does not prejudice the Company’s rights. If such omission does prejudice the Company’s rights, the Company will be relieved from liabilityunder this Agreement or otherwise unless and only to the extent ofthat such prejudice, and such omission shall not relievefailure or delay materially prejudices the Company from any liability which it may have to Indemnitee otherwise than under this Agreement.Company.

Notice byBy Indemnitee. Indemnitee and Defense of Claim. Indemnitee shallagrees promptly to notify the Company​ in writing upon being served with or otherwise receiving any summons, citation, subpoena, complaint, indictment, information or other document relating to any matter, whether civil, criminal, administrativeProceeding or investigative, but the omissionmatter which may be subject to indemnification covered under this Agreement. The failure to so notify the Company​ will not relieve it fromthe ​ of any liabilityobligation which it may have to Indemnitee if such omission does not prejudice the Company’s rights. If such omission does prejudice the Company’s rights, the Company will be relieved from liabilityunder this Agreement or otherwise unless and only to the extent ofthat such prejudice, and such omission shall not relievefailure or delay materially prejudices the Company from any liability which it may have to Indemnitee otherwise than under this Agreement.​.

Notice byBy Indemnitee. Indemnitee and Defense of Claim. Indemnitee shallagrees promptly to notify the Company in writing upon being served with or otherwise receiving any summons, citation, subpoena, complaint, indictment, information or other document relating to any matter, whether civil, criminal, administrativeProceeding or investigative, but the omissionmatter which may be subject to indemnification covered hereunder. The failure to so notify the Company willshall not relieve it fromthe Company of any liabilityobligation which it may have to Indemnitee if such omission does not prejudice the Company’s rights. If such omission does prejudice the Company’s rights, the Company will be relieved from liabilityunder this Agreement or otherwise unless and only to the extent ofthat such prejudice, and such omission shall not relievefailure or delay materially prejudices the Company from any liability which it may have to Indemnitee otherwise than under this Agreement.Company. TC \l2 "

Notice by Indemnitee. Indemnitee and Defense of Claim. Indemnitee shallagrees promptly to notify the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document (including any correspondence or other communication) relating to any matter, whether civil, criminal, administrativeProceeding or investigative, but the omissionmatter which may be subject to indemnification or advancement of Expenses covered hereunder, or which may be covered by a policy of insurance provided pursuant to 15(b). The failure of Indemnitee to so notify the Company willshall not relieve it fromthe Company of any liabilityobligation which it may have to Indemnitee if such omission does not prejudice the Company’s rights. If such omission does prejudice the Company’s rights, the Company will be relieved from liability only to the extent of such prejudice, and such omission shall not relieve the Company from any liability which it may have to Indemnitee otherwise than under this Agreement.Agreement or otherwise.

Section # Notice by Indemnitee. Indemnitee and Defense of Claim. Indemnitee shallagrees promptly to notify the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any matter, whether civil, criminal, administrativeProceeding or investigative, but the omissionmatter which may be subject to indemnification or advancement as provided hereunder. The failure of Indemnitee to so notify the Company willshall not relieve it fromthe Company of any liabilityobligation which it may have to Indemnitee if such omission does not prejudice the Company’s rights. If such omission does prejudice the Company’s rights, the Company will be relieved from liability only to the extent of such prejudice, and such omission shall not relieve the Company from any liability which it may have to Indemnitee otherwise than under this Agreement.Agreement or otherwise.

Section # Notice by Indemnitee. Indemnitee and Defense of Claim. Indemnitee shallagrees promptly to notify the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any matter, whether civil, criminal, administrativeProceeding or investigative, but the omissionmatter which may be subject to indemnification or advancement of Expenses covered hereunder. The failure of Indemnitee to so notify the Company willshall not relieve it fromthe Company of any liabilityobligation which it may have to Indemnitee if such omission does not prejudice the Company’s rights. If such omission does prejudice the Company’s rights, the Company will be relieved from liability only to the extent of such prejudice, and such omission shall not relieve the Company from any liability which it may have to Indemnitee otherwise than under this Agreement.Agreement or otherwise.

Notice by Indemnitee. Indemnitee and Defense of Claim. Indemnitee shall promptlyagrees to notify the Company in writingpromptly upon being served with any summons, citation, subpoena, complaint, indictment, informationinformation, or other document relating to any matter, whether civil, criminal, administrativeProceeding which may result in the payment of Indemnifiable Amounts or investigative, but the omissionadvancement of Indemnifiable Expenses hereunder; provided, however, that the failure to notify the Company will not relieve it fromgive any liability which it may have to Indemnitee if such omission does not prejudice the Company’s rights. If such omission does prejudice the Company’s rights, the Company will be relieved from liability only to the extent of such prejudice, and such omissionnotice shall not relievedisqualify Indemnitee from the Company fromright, or otherwise affect in any liability which it may havemanner any right of Indemnitee, to Indemnitee otherwise than under this Agreement.receive payments of Indemnifiable Amounts or advancements of Indemnifiable Expenses unless the Company’s ability to defend in such Proceeding is materially and adversely prejudiced thereby.

Notice byto Company. Indemnitee and Defense of Claim. Indemnitee shallagrees to promptly notify the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, informationindictment or other document relating to any matter, whether civil, criminal, administrativecovered hereunder, either civil or investigative, but the omission to notify the Company will not relieve it from any liability which it may have to Indemnitee if such omission does not prejudice the Company’s rights. If such omission does prejudice the Company’s rights, the Company will be relieved from liability only to the extent of such prejudice, and such omission shall not relieve the Company from any liability which it may have to Indemnitee otherwise than under this Agreement.criminal.

Notice by Indemnitee and Defense of Claim. Indemnitee shall promptly notify the Company promptly in writing upon being served with any summons, citation, subpoena, complaint, indictment, informationrequest or other document relating to any matter, whether civil, criminal, administrativeProceeding which may result in the right to indemnification or investigative, but the omissionadvance of Expenses hereunder and shall include with such notice a description of the nature of the Proceeding and a summary of the facts underlying the Proceeding. The failure to notifygive any such notice shall not disqualify Indemnitee from the Company will not relieve it fromright, or otherwise affect in any liability which it may havemanner any right of Indemnitee, to Indemnitee ifindemnification or the advance of Expenses under this Agreement unless the Company’s ability to defend in such omission does not prejudice the Company’s rights. If such omission does prejudice the Company’s rights, the Company will be relieved from liabilityProceeding or to obtain proceeds under any insurance policy is materially and adversely prejudiced thereby, and then only to the extent of such prejudice, and such omission shall not relieve the Company from any liability which it may have to Indemnitee otherwise than under this Agreement.is thereby actually so prejudiced.