Common use of Indemnification Request Clause in Contracts

Indemnification Request. In order to obtain indemnification under this Agreement, Indemnitee shall, anytime at Indemnitee’s discretion following notification by Indemnitee of the commencement of any Proceeding pursuant to Section 10(a) of this Agreement and consistent with the time period for the duration of this Agreement as set forth in Section 15 of this Agreement, submit to the Company a written request for indemnification pursuant to this Section 10(c), including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. No determination of Indemnitee’s entitlement to indemnification shall be made until such written request for a determination is submitted by Indemnitee to the Company pursuant to this Section 10(c). The failure to submit a written request to the Company will relieve the Company of its indemnification obligations under this Agreement only to the extent the Company can establish that such failure to make a written request resulted in actual prejudice to it, and the failure to make a written request will not relieve the Company from any liability which it may have to indemnify Indemnitee otherwise than under this Agreement. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee has requested indemnification. Upon submission of a written request for indemnification by Indemnitee pursuant to this Section 10(c), Indemnitee’s entitlement to indemnification shall be determined according to Section 11 of this Agreement.

Appears in 6 contracts

Samples: Form of Indemnification Agreement (Ultragenyx Pharmaceutical Inc.), Form of Indemnification Agreement (Ultragenyx Pharmaceutical Inc.), Form of Indemnification Agreement (Supernus Pharmaceuticals Inc)

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Indemnification Request. In order to obtain indemnification under this Agreement, Indemnitee shall, anytime at Indemnitee’s discretion following notification by Indemnitee of the commencement of any Proceeding pursuant to Section 10(a11(a) of this Agreement and consistent with the time period for the duration of this Agreement as set forth in Section 15 17 of this Agreement, submit to the Company a written request for indemnification pursuant to this Section 10(c11(c), including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. No determination of Indemnitee’s entitlement to indemnification shall be made until such written request for a determination is submitted by Indemnitee to the Company pursuant to this Section 10(c11(c). The failure to submit a written request to the Company will relieve the Company of its indemnification obligations under this Agreement only to the extent the Company can establish that such failure to make a written request resulted in actual prejudice to it, and the failure to make a written request will not relieve the Company from any liability which it may have to indemnify Indemnitee otherwise than under this Agreement. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee has requested indemnification. Upon submission of a written request for indemnification by Indemnitee pursuant to this Section 10(c11(c), Indemnitee’s entitlement to indemnification shall be determined according to Section 11 12 of this Agreement.

Appears in 3 contracts

Samples: Form of Indemnification Agreement (Carbylan Therapeutics, Inc.), Form of Indemnification Agreement (Carbylan Therapeutics, Inc.), Form of Indemnification Agreement (Acceleron Pharma Inc)

Indemnification Request. In order to obtain indemnification under this Agreementthese Bylaws, Indemnitee shall, anytime at Indemnitee’s discretion following notification by Indemnitee of the commencement of any Proceeding pursuant to Section 10(a8(l)(i) of this Agreement and consistent with the time period for the duration of this Agreement as set forth in Section 15 of this Agreementthese Bylaws, submit to the Company Corporation a written request for indemnification pursuant to this Section 10(c8(k), including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. No determination of Indemnitee’s entitlement to indemnification shall be made until such written request for a determination is submitted by Indemnitee to the Company Corporation pursuant to this Section 10(c8(k). The failure to submit a written request to the Company Corporation will relieve the Company Corporation of its indemnification obligations under this Agreement these Bylaws only to the extent the Company Corporation can establish that such failure to make a written request resulted in actual prejudice to it, and the failure to make a written request will not relieve the Company Corporation from any liability which it may have to indemnify Indemnitee otherwise than under this Agreementthese Bylaws. The Secretary of the Company Corporation shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee has requested indemnification. Upon submission of a written request for indemnification by Indemnitee pursuant to this Section 10(c8(k), Indemnitee’s entitlement to indemnification shall be determined according to Section 11 8(l) of this Agreementthese Bylaws.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Supernus Pharmaceuticals, Inc.), Agreement and Plan of Merger (Adamas Pharmaceuticals Inc)

Indemnification Request. In order to obtain indemnification under this Agreement, Indemnitee shall, anytime at Indemnitee’s discretion following notification by Indemnitee of the commencement of any Proceeding pursuant to Section 10(a9(a) of this Agreement and consistent with the time period for the duration of this Agreement as set forth in Section 15 14 of this Agreement, submit to the Company a written request for indemnification pursuant to this Section 10(c9(c), including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. No determination of Indemnitee’s entitlement to indemnification shall be made until such written request for a determination is submitted by Indemnitee to the Company pursuant to this Section 10(c9(c). The failure to submit a written request to the Company will relieve the Company of its indemnification obligations under this Agreement only to the extent the Company can establish that such failure to make a written request resulted in actual prejudice to it, and the failure to make a written request will not relieve the Company from any liability which it may have to indemnify Indemnitee otherwise than under this Agreement. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee has requested indemnification. Upon submission of a written request for indemnification by Indemnitee pursuant to this Section 10(c9(c), Indemnitee’s entitlement to indemnification shall be determined according to Section 11 10 of this Agreement.. FOIA Confidential Treatment Requested by Cyclerion Therapeutics, Inc. Pursuant to 17 CFR 200.83

Appears in 1 contract

Samples: Indemnification Agreement (Cyclerion Therapeutics, Inc.)

Indemnification Request. In order to obtain indemnification under this Agreement, Indemnitee shall, anytime any time at Indemnitee’s discretion following notification by Indemnitee of the commencement of any Proceeding pursuant to Section 10(a9(a) of this Agreement and consistent with the time period for the duration of this Agreement as set forth in Section 15 14 of this Agreement, submit to the Company a written request for indemnification pursuant to this Section 10(c9(c), including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. No determination of Indemnitee’s entitlement to indemnification shall be made until such written request for a determination is submitted by Indemnitee to the Company pursuant to this Section 10(c9(c). The failure to submit a written request to the Company will relieve the Company of its indemnification obligations under this Agreement only to the extent the Company can establish that such failure to make a written request resulted in actual prejudice to it, and the failure to make a written request will not relieve the Company from any liability which it may have to indemnify Indemnitee otherwise than under this Agreement. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee has requested indemnification. Upon submission of a written request for indemnification by Indemnitee pursuant to this Section 10(c9(c), Indemnitee’s entitlement to indemnification shall be determined according to Section 11 10 of this Agreement.

Appears in 1 contract

Samples: Indemnification Agreement (Affiliated Managers Group Inc)

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Indemnification Request. In order to obtain indemnification under this Agreement, Indemnitee shall, anytime at Indemnitee’s discretion following notification by Indemnitee of the commencement of any Proceeding pursuant to Section 10(a9(a) of this Agreement and consistent with the time period for the duration of this Agreement as set forth in Section 15 14 of this Agreement, submit to the Company a written request for indemnification pursuant to this Section 10(c9(c), including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. No determination of Indemnitee’s entitlement to indemnification shall be made until such written request for a determination is submitted by Indemnitee to the Company pursuant to this Section 10(c9(c). The failure to submit a written request to the Company will relieve the Company of its indemnification obligations under this Agreement only to the extent the Company can establish that such failure to make a written request resulted in actual actual, material prejudice to it, and the failure to make a written request will not relieve the Company from any liability which it may have to indemnify Indemnitee otherwise than under this Agreement. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee has requested indemnification. Upon submission of a written request for indemnification by Indemnitee pursuant to this Section 10(c9(c), Indemnitee’s entitlement to indemnification shall be determined according to Section 11 10 of this Agreement.

Appears in 1 contract

Samples: Indemnification Agreement (TransMedics Group, Inc.)

Indemnification Request. In order to obtain indemnification under this Agreement, Indemnitee shall, anytime at Indemnitee’s discretion following notification by Indemnitee of the commencement of any Proceeding pursuant to Section 10(a9(a) of this Agreement and consistent with the time period for the duration of this Agreement as set forth in Section 15 14 of this Agreement, submit to the Company a written request for indemnification pursuant to this Section 10(c9(c), including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. No determination of Indemnitee’s entitlement to indemnification shall be made until such written request for a determination is submitted by Indemnitee to the Company pursuant to this Section 10(c9(c). The failure to submit a written request to the Company will relieve the Company of its indemnification obligations under this Agreement only to the extent the Company can establish that such failure to make a written request resulted in actual prejudice to it, and the failure to make a written request will not relieve the Company from any liability which it may have to indemnify Indemnitee otherwise than under this Agreement. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee has requested indemnification. Upon submission of a written request for indemnification by Indemnitee pursuant to this Section 10(c9(c), Indemnitee’s entitlement to indemnification shall be determined according to Section 11 10 of this Agreement.

Appears in 1 contract

Samples: Indemnification Agreement (Cyclerion Therapeutics, Inc.)

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