Indemnification Request definition

Indemnification Request means a written request delivered to the Company in which the Employee states, under oath, that the Employee (i) acted in good faith and in a manner the Employee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe that the Employee's conduct was unlawful, or (ii) in any Covered Event other than an action by or in the right of the Company, the Employee was wholly successful, on the merits or otherwise, in defense of the Covered Event.
Sample 1Sample 2Sample 3
Indemnification Request shall have the meaning set forth in Section 7.1.
Sample 1Sample 2
Indemnification Request has the meaning set forth in Section 1(d)(i) of this Agreement.
Sample 1

Examples of Indemnification Request in a sentence

  • If mailed, the Indemnification Request shall be deemed made 48 hours after depositing the same in the United States mail addressed as aforesaid.

  • For purposes of the foregoing, a determination that a person referred to in paragraphs 1, 2 or 3 of Article Eighth of the Restated Certificate of Incorporation is not entitled to be indemnified by the Corporation shall be made in the manner hereinbefore provided for the determination of an Indemnification Request; provided, however, that the Board of Directors may initiate such determination whenever it shall deem the same to be appropriate.

  • Determination of Indemnitee's entitlement to indemnification shall be made no later than forty-five days after receipt of the Indemnification Request.

  • The determination of the Indemnitee’s entitlement to indemnification as set forth in the Indemnification Request shall be made in the specific case, at the expense of the Corporation, as set forth in paragraph 5 of Article Eighth of the Restated Certificate of Incorporation.

  • If a determination of the Indemnitee’s entitlement to indemnification shall not be made within the period specified in these By-laws, unless due to a material failure of the Indemnitee to comply with his or her obligations under Section 15.4 hereof, then the Indemnitee shall be entitled to indemnification to the extent and in the manner set forth in the Indemnification Request.

  • The determination of the Indemnitee’s entitlement to indemnification shall be made within 60 days after such Indemnitee shall have submitted all such additional information, if any, as shall have been reasonably requested during the 30-day period following the initial submission of the Indemnification Request to the Board of Directors pursuant to Section 15.1 hereof.

  • Determination of Indemnitee's entitlement to indemnification shall be made no later than 60 days after receipt of the Indemnification Request.

  • Such Indemnification Request shall contain a summary of the action, suit or proceeding and an itemized list of all payments made or to be made with respect to which indemnification is requested.

  • A Disinterested Director shall mean any director who: (i) was not a party to the claim or proceeding with respect to which indemnification is requested; (ii) has not submitted an Indemnification Request or a request for advancement of expenses on his or her own behalf that has not been finally resolved; or (iii) does not have any direct and material financial or other personal interest in the determination of the Indemnification Request.

  • Upon making an Indemnification Request, Indemnitee shall be presumed to be entitled to indemnification under this Agreement and the Company shall have the burden of proof by clear and convincing evidence to overcome that presumption in reaching any contrary determination.


More Definitions of Indemnification Request

Indemnification Request means a statement submitted to this corporation by an Indemnified Person that:
Sample 1

Related to Indemnification Request

  • Indemnification Notice has the meaning set forth in Section 11.3(a).

  • Indemnification Claim Notice has the meaning set forth in Section 11.3.

  • Mediation Request shall have the meaning set forth in Section 7.2.

  • Indemnification Event means any event, action, proceeding or claim for which a Person is entitled to indemnification under this Agreement.

  • Indemnification Claim has the meaning set forth in Section 12.3.

  • Information Request means a request for any Information under the FOI Legislation.

  • Arbitration Request shall have the meaning set forth in Section 7.3(a).

  • Indemnification Provisions means each of the Debtors’ indemnification provisions currently in place whether in the Debtors’ bylaws, certificates of incorporation, other formation documents, board resolutions, or contracts for the current and former directors, officers, managers, employees, attorneys, other professionals, and agents of the Debtors and such current and former directors’, officers’, and managers’ respective Affiliates.

  • Corporation Request and "Corporation Order" mean, respectively, the written request or order signed in the name of the Corporation by its Chairman of the Board of Directors, its Vice Chairman of the Board of Directors, its President or a Vice President, and by its Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered to the Trustee.

  • Indemnification means an agreement of indemnity or a release from liability where the intent or effect is to shift or limit in any manner the potential liability of the person or firm for failure to adhere to applicable auditing or professional standards, whether or not resulting in part from knowing of other misrepresentations made by the insurer or its representatives.

  • Transaction Request Defined in Section 3.01(a).

  • Third Party Claim Notice shall have the meaning set forth in Section 6.5(a).

  • Registration Request has the meaning set forth in Section 2.01(a).

  • Indemnification Cap has the meaning set forth in Section 9.4(a).

  • Indemnification Period means the period of time during which Indemnitee shall continue to serve as a director or as an officer of the Corporation, and thereafter so long as Indemnitee shall be subject to any possible Proceeding arising out of acts or omissions of Indemnitee as a director or as an officer of the Corporation.

  • Exculpation means the exculpation provision set forth in Article X.E hereof.

  • Indemnification Obligation means any existing or future obligation of any Debtor to indemnify current and former directors, officers, members, managers, agents or employees of any of the Debtors who served in such capacity, with respect to or based upon such service or any act or omission taken or not taken in any of such capacities, or for or on behalf of any Debtor, whether pursuant to agreement, the Debtors’ respective memoranda, articles or certificates of incorporation or formation, corporate charters, bylaws, operating agreements, limited liability company agreements, or similar corporate or organizational documents or other applicable contract or law in effect as of the Effective Date, excluding any obligation to indemnify any of the foregoing parties with respect to any act or omission for or on behalf of the Debtors arising out of any act or omission determined by a Final Order to constitute actual fraud, willful misconduct, or gross negligence.

  • Indemnification Agreements has the meaning set forth in Section 2.5.

  • Indemnification Escrow Agreement means that certain Indemnification Escrow Agreement in the form attached hereto as Exhibit D, with such changes as may be agreed to among the Buyer, the Seller and the Escrow Agent.

  • Acceleration Request means a request pursuant to Operating Agreement, Schedule 1, section 1.9.4A, and the parallel provisions of Tariff, Attachment K-Appendix, section 1.9.4A, to accelerate or reschedule a transmission outage scheduled pursuant to Operating Agreement, Schedule 1, section 1.9.2 or Operating Agreement, Schedule 1, section 1.9.4, and the parallel provisions of Tariff, Attachment K-Appendix, section 1.9.2 or Tariff, Attachment K-Appendix, section 1.9.4.

  • Indemnification Escrow Fund has the meaning set forth in Section 2.12(a).

  • Indemnification Obligations means each of the Debtors’ indemnification obligations in place as of the Effective Date, whether in the bylaws, certificates of incorporation or formation, limited liability company agreements, other organizational or formation documents, board resolutions, management or indemnification agreements, or employment or other contracts, for their current and former directors, officers, managers, employees, attorneys, accountants, investment bankers, and other professionals and agents of the Debtors, as applicable.

  • Indemnity Notice shall have the meaning specified in Section 9.3(b).

  • Indemnified Person has the meaning set forth in Section 11.3.

  • Claim Notice has the meaning set forth in Section 8.4(a).

  • Indemnification Escrow Amount has the meaning set forth in Section 2.2(b).