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Indemnitee shall notify the Company promptly in writing upon being served with any summons, citation, subpoena, complaint, indictment, request or other document relating to any Proceeding which may result in the right to indemnification or the advance 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 give any such notice shall not disqualify Indemnitee from the right, or otherwise affect in any manner any right of Indemnitee, to indemnification or the advance of Expenses under this Agreement unless the Company’s ability to defend in such Proceeding or to obtain proceeds under any insurance policy is materially and adversely prejudiced thereby, and then only to the extent the Company is thereby actually so prejudiced.

Indemnitee shall notify the Company promptly in writing upon being served with any summons, citation, subpoena, complaint, indictment, request or other document relating to any Proceeding which may result in the right to indemnification or the advance 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 give any such notice shall not disqualify Indemnitee from the right, or otherwise affect in any manner any right of Indemnitee, to indemnification or the advance of Expenses under this Agreement unless the Company’Company’s ability to defend in such Proceeding or to obtain proceeds under any insurance policy is materially and adversely prejudiced thereby, and then only to the extent the Company is thereby actually so prejudiced.

Notice by Indemnitee. Indemnitee shallagrees promptly to notify the Company promptly in writing upon being served with any summons, citation, subpoena, complaint, indictment, requestinformation or other document (including any correspondence or other communication) relating to any Proceeding or matter which may result in the rightbe subject to indemnification or the advanceadvancement of Expenses hereunder and shall include with such noticecovered hereunder, or which may be covered by a descriptionpolicy of the nature of the Proceeding and a summary of the facts underlying the Proceeding.insurance provided pursuant to 15(b). The failure of Indemnitee to give any such noticeso notify the Company shall not disqualifyrelieve the Company of any obligation which it may have to the Indemnitee from the right, or otherwise affect in any manner any right of Indemnitee, to indemnification or the advance of Expenses under this Agreement unless the Company’s ability to defend in such Proceeding or to obtain proceeds under any insurance policy is materially and adversely prejudiced thereby, and then only to the extent the Company is thereby actually so prejudiced.otherwise.

Section # Notice by Indemnitee. Indemnitee shallagrees promptly to notify the Company promptly in writing upon being served with any summons, citation, subpoena, complaint, indictment, requestinformation or other document relating to any Proceeding or matter which may result in the rightbe subject to indemnification or the advanceadvancement 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.covered hereunder. The failure of Indemnitee to give any such noticeso notify the Company shall not disqualifyrelieve the Company of any obligation which it may have to the Indemnitee from the right, or otherwise affect in any manner any right of Indemnitee, to indemnification or the advance of Expenses under this Agreement unless the Company’s ability to defend in such Proceeding or to obtain proceeds under any insurance policy is materially and adversely prejudiced thereby, and then only to the extent the Company is thereby actually so prejudiced.otherwise.

Notification of Proceeding. Indemnitee shallwill notify the Company promptly in writing promptly upon being served with any summons, citation, subpoena, complaint, indictment, requestinformation or other document relating to any Proceedingproceeding or matter which may result in the rightbe subject to indemnification or the advanceadvancement 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.covered hereunder. The failure of Indemnitee to give any such noticeso notify the Company shall not disqualify Indemnitee fromrelieve the right, or otherwise affect inCompany of any manner any right of Indemnitee,obligation which it may have to indemnification or the advance of Expenseslndemnitee under this Agreement unless the Company’s ability to defendor otherwise and any delay in such Proceeding or to obtain proceeds under any insurance policy is materially and adversely prejudiced thereby, and then only to the extentso notifying the Company is thereby actually so prejudiced.shall not constitute a waiver by Indemnitee of any rights under this Agreement.

Notification of Proceeding. Indemnitee shallwill notify the Company promptly in writing promptly upon being served with any summons, citation, subpoena, complaint, indictment, requestinformation or other document relating to any Proceedingproceeding or matter which may result in the rightbe subject to indemnification or the advanceadvancement 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.expenses covered hereunder. The failure of Indemnitee to give any such noticeso notify the Company shall not disqualifyrelieve the Company of any obligation which it may have to Indemnitee from the right, or otherwise affect in any manner any right of Indemnitee, to indemnification or the advance of Expenses under this Agreement unless the Company’s ability to defend in such Proceeding or to obtain proceeds under any insurance policy is materially and adversely prejudiced thereby, and then only to the extent the Company is thereby actually so prejudiced.otherwise.

Notice by Indemnitee. Indemnitee shallagrees to notify the Company promptly in writing upon being served with any summons, citation, subpoena, complaint, indictment, requestinformation, or other document relating to any Proceeding which may result in the right to indemnificationpayment of Indemnifiable Amounts or the advanceadvancement of Indemnifiable Expenses hereunder and shall include with such notice a description ofhereunder; provided, however, that the nature of the Proceeding and a summary of the facts underlying the Proceeding. The failure to give any such notice shall not disqualify Indemnitee from the right, or otherwise affect in any manner any right of Indemnitee, to indemnificationreceive payments of Indemnifiable Amounts or the advanceadvancements of Indemnifiable Expenses under this Agreement unless the Company’Company’s ability to defend in such Proceeding or to obtain proceeds under any insurance policy is materially and adversely prejudiced thereby, and then only to the extent the Company is thereby actually so prejudiced.thereby.

Section # Notice by Indemnitee. Indemnitee shallagrees promptly to notify the Company promptly in writing upon being served with any summons, citation, subpoena, complaint, indictment, requestinformation or other document relating to any Proceeding or matter which may result in the rightbe subject to indemnification or the advance 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.advancement as provided hereunder. The failure of Indemnitee to give any such noticeso notify the Company shall not disqualifyrelieve the Company of any obligation which it may have to Indemnitee from the right, or otherwise affect in any manner any right of Indemnitee, to indemnification or the advance of Expenses under this Agreement unless the Company’s ability to defend in such Proceeding or to obtain proceeds under any insurance policy is materially and adversely prejudiced thereby, and then only to the extent the Company is thereby actually so prejudiced.otherwise.

Notice By Indemnitee. Indemnitee shallagrees promptly to notify the Company promptly in writing upon being served with or otherwise receiving any summons, citation, subpoena, complaint, indictment, requestinformation or other document relating to any Proceeding or matter which may result in the rightbe subject to indemnification or the advance 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.covered hereunder. The failure to give any such noticeso notify the Company shall not disqualifyrelieve the Company of any obligation which it may have to Indemnitee from the right, or otherwise affect in any manner any right of Indemnitee, to indemnification or the advance of Expenses under this Agreement or otherwise unless the Company’s ability to defend in such Proceeding or to obtain proceeds under any insurance policy is materially and adversely prejudiced thereby, and then only to the extent that such failure or delay materially prejudices the Company is thereby actually so prejudiced.Company.

Notice By Indemnitee. Indemnitee shallagrees promptly to notify the Company promptly in writing upon being served with or otherwise receiving any summons, citation, subpoena, complaint, indictment, requestinformation or other document relating to any Proceeding or matter which may result in the rightbe subject to indemnification or the advance 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.covered under this Agreement. The failure to giveso notify the will not relieve the of any such notice shall not disqualifyobligation which it may have to Indemnitee from the right, or otherwise affect in any manner any right of Indemnitee, to indemnification or the advance of Expenses under this Agreement or otherwise unless the Company’s ability to defend in such Proceeding or to obtain proceeds under any insurance policy is materially and adversely prejudiced thereby, and then only to the extent that such failure or delay materially prejudices the Company is thereby actually so prejudiced..

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