Common use of Procedure for Indemnification; Notification and Defense of Claim Clause in Contracts

Procedure for Indemnification; Notification and Defense of Claim. (a) Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shall, if a claim in respect thereof is to be made against the Company hereunder, notify the Company in writing of the commencement thereof. The failure to promptly notify the Company of the commencement of the action, suit or proceeding, or of Indemnitee’s request for indemnification, will not relieve the Company from any liability that it may have to Indemnitee hereunder, except to the extent the Company is actually and materially prejudiced in its defense of such action, suit or proceeding as a result of such failure. To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request therefor including such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to enable the Company to determine whether and to what extent Indemnitee is entitled to indemnification.

Appears in 58 contracts

Samples: Indemnification Agreement (First Advantage Corp), Indemnification Agreement (Mattress Firm Group Inc.), Indemnification Agreement (Summit Materials, LLC)

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Procedure for Indemnification; Notification and Defense of Claim. (a) Promptly after receipt by Indemnitee of notice of the threat or commencement of any action, suit or proceeding, Indemnitee shall, if a claim in respect thereof is to be made against the Company hereunder, notify the Company in writing of the commencement thereof. The failure to promptly notify the Company of the commencement of the action, suit or proceeding, or of Indemnitee’s request for indemnification, will not relieve the Company from any liability that it may have to Indemnitee hereunder, except to the extent the Company is actually and materially prejudiced in its defense of such action, suit or proceeding as a result of such failure. To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request therefor including such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to enable the Company to determine whether and to what extent Indemnitee is entitled to indemnification.

Appears in 14 contracts

Samples: Indemnification Agreement (Atlas Technical Consultants, Inc.), Indemnification Agreement (Charah Solutions, Inc.), Indemnification Agreement (Charah Solutions, Inc.)

Procedure for Indemnification; Notification and Defense of Claim. (a) Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shall, if a claim in respect thereof is to be made against the Company Companies hereunder, notify the Company Companies in writing of the commencement thereof. The failure to promptly notify the Company Companies of the commencement of the action, suit or proceeding, or of Indemnitee’s request for indemnification, will not relieve the Company Companies from any liability that it may have to Indemnitee hereunder, except to the extent the Company is Companies are actually and materially prejudiced in its defense of such action, suit or proceeding as a result of such failure. To obtain indemnification under this Agreement, Indemnitee shall submit to the Company Companies a written request therefor including such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to enable the Company Companies to determine whether and to what extent Indemnitee is entitled to indemnification.

Appears in 4 contracts

Samples: Indemnification Agreement (KCI Animal Health, LLC), Indemnification Agreement (KCI Animal Health, LLC), Indemnification Agreement (KCI Animal Health, LLC)

Procedure for Indemnification; Notification and Defense of Claim. (a) Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shall, if a any indemnification, advancement or other claim in respect thereof is to be sought from or made against the Company hereunder, notify the Company in writing of the commencement thereof. The failure to promptly notify the Company of the commencement of the any action, suit or proceeding, or of Indemnitee’s request for indemnification, will shall not relieve the Company from any liability that it may have to Indemnitee hereunder, except to the extent the Company is actually and materially prejudiced in its defense shall not constitute a waiver or release by Indemnitee or of such action, suit any rights hereunder or proceeding as a result of such failureotherwise. To obtain indemnification Any notice by Indemnitee under this Agreement, Indemnitee shall submit to the Company a written request therefor including Section 3 should include such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to enable the Company to determine whether and to what extent Indemnitee is entitled to indemnification.

Appears in 3 contracts

Samples: Indemnification Agreement (Associated Materials Group, Inc.), Indemnification Agreement (ClubCorp Holdings, Inc.), Indemnification Agreement (University Club, Inc. (FL))

Procedure for Indemnification; Notification and Defense of Claim. (a) Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shall, if a claim in respect thereof is to be made against the Company hereunder, notify the Company in writing of the commencement thereof. The failure to promptly notify the Company of the commencement of the action, suit or proceeding, or of Indemnitee’s request for indemnification, will not relieve the Company from any liability that it may have to Indemnitee hereunder, except to the extent the Company is actually and materially prejudiced in its defense of such action, suit or proceeding as a result of such failure. To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request therefor including such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to enable the Company to determine whether and to what extent Indemnitee is entitled to indemnification.

Appears in 2 contracts

Samples: Form of Indemnification Agreement (Vine Resources Inc.), Form of Indemnification Agreement (Vine Resources Inc.)

Procedure for Indemnification; Notification and Defense of Claim. (a) Promptly after receipt by the Indemnitee of a notice of the commencement of any action, suit or proceeding, the Indemnitee shall, if a claim in respect thereof is to be made against the Company hereunderor an associated company hereunder (as the case may be), notify the Company in writing of the commencement thereof. The failure to promptly notify the Company of the commencement of the action, suit or proceeding, or of the Indemnitee’s request for indemnification, will not relieve the Company from any liability that it may have to the Indemnitee hereunder, except to the extent the Company is actually and materially prejudiced in its defense of such action, suit or proceeding as a result of such failure. To obtain indemnification under this Agreement, the Indemnitee shall submit to the Company a written request therefor including such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to enable the Company to determine whether and to what extent the Indemnitee is entitled to the indemnification.

Appears in 1 contract

Samples: Form of Indemnification Agreement (Nielsen Holdings PLC)

Procedure for Indemnification; Notification and Defense of Claim. (a) 7.1 Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shall, if a claim in respect thereof is to be made against the Company hereunder, notify the Company in writing of the commencement thereof. The failure to promptly notify the Company of the commencement of the action, suit or proceeding, or of Indemnitee’s request for indemnification, will not relieve the Company from any liability that it may have to Indemnitee hereunder, except to the extent the Company is actually and materially prejudiced in its defense of such action, suit or proceeding as a result of such failure. To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request therefor including such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to enable the Company to determine whether and to what extent Indemnitee is entitled to indemnification.

Appears in 1 contract

Samples: Indemnity Agreement (Vitru LTD)

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Procedure for Indemnification; Notification and Defense of Claim. (a) Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shall, if a claim in respect thereof is to be made against the Company hereunder, notify the Company Companies in writing of the commencement thereof. The failure to promptly notify the any Company of the commencement of the action, suit or proceeding, or of Indemnitee’s request for indemnification, will not relieve the such Company from any liability that it may have to Indemnitee hereunder, except to the extent the such Company is actually and materially prejudiced in its defense of such action, suit or proceeding as a result of such failure. To obtain indemnification under this Agreement, Indemnitee shall submit to the Company Companies a written request therefor including such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to enable the Company Companies to determine whether and to what extent Indemnitee is entitled to indemnification.

Appears in 1 contract

Samples: Indemnification Agreement (PBF Logistics LP)

Procedure for Indemnification; Notification and Defense of Claim. (a) Promptly after receipt by the Indemnitee of notice of the commencement of any action, suit suit, claim or proceeding, the Indemnitee shall, if a claim in respect thereof is to be made against the Company hereunder, notify the Company in writing of the commencement thereof. The failure to promptly notify the Company of the commencement of the action, suit suit, claim or proceeding, or of the Indemnitee’s request for indemnification, will not relieve the Company from any liability that it may have to the Indemnitee hereunder, except to the extent the Company is actually and materially prejudiced in its defense of such action, suit suit, claim or proceeding as a result of such failure. To obtain indemnification under this Agreement, the Indemnitee shall submit to the Company a written request therefor including such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to enable the Company to determine whether and to what extent the Indemnitee is entitled to indemnification.

Appears in 1 contract

Samples: Form of Indemnification Agreement (KKR Financial Holdings LLC)

Procedure for Indemnification; Notification and Defense of Claim. (a) Promptly after receipt by the Indemnitee of notice of the commencement of any action, suit or proceeding, the Indemnitee shall, if a claim in respect thereof is to be made against the Company hereunder, notify the Company and Flutter in writing of the commencement thereof. The failure to promptly notify the Company and Flutter of the commencement of the action, suit or proceeding, or of the Indemnitee’s request for indemnification, will not relieve the Company from any liability that it may have to the Indemnitee hereunder, except to the extent the Company is actually and materially prejudiced in its defense of such action, suit or proceeding as a result of such failure. To obtain indemnification under this Agreement, the Indemnitee shall submit to the Company and Flutter a written request therefor including such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to enable the Company to determine whether and to what extent the Indemnitee is entitled to indemnification.

Appears in 1 contract

Samples: Indemnification Agreement (Flutter Entertainment PLC)

Procedure for Indemnification; Notification and Defense of Claim. (a) Promptly after receipt by the Indemnitee of notice of the commencement of any action, suit or proceeding, the Indemnitee shall, if a claim in respect thereof is to be made against the Company hereunder, notify the Company in writing of the commencement thereof. The failure to promptly notify the Company of the commencement of the action, suit or proceeding, or of the Indemnitee’s request for indemnification, will not relieve the Company from any liability that it may have to the Indemnitee hereunder, except to the extent the Company is actually and materially prejudiced in its defense of such action, suit or proceeding as a result of such failure. To obtain indemnification under this Agreement, the Indemnitee shall submit to the Company a written request therefor including such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to enable the Company to determine whether and to what extent the Indemnitee is entitled to indemnification.

Appears in 1 contract

Samples: Indemnification Agreement (Waystar Holding Corp.)

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