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 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 any action, suit or proceeding, or of Indemnitee’s request for indemnification, advancement or other claims shall not relieve the Company from any liability that it may have to Indemnitee hereunder and shall not constitute a waiver or release by Indemnitee of any rights hereunder or otherwise, 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 submit a request for indemnification under Section 1, Indemnitee shall submit to the Company a written request therefor; provided that any request for such indemnification may not be made until after a final adjudication of such action, suit or proceeding. Any notice by Indemnitee under this 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.

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 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 any action, suit or proceeding, or of Indemnitee’s request for indemnification, advancement or other claims shall not relieve the Company from any liability that it may have to Indemnitee hereunder and shall not constitute a waiver or release by Indemnitee of any rights hereunder or otherwise, 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 submit a request for indemnification under Section 1this Agreement, Indemnitee shall submit to the Company a written request therefor; provided that any request for such indemnification may not be made until after a final adjudication of such action, suit or proceeding. Any notice by Indemnitee under this 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.

Procedure for Indemnification; Notification and Defense of Claim. (a) Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceedingProceeding, Indemnitee shall, if 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 any action, suit or proceedingProceeding, or of Indemnitee’s request for indemnification, advancement or other claims shall not relieve the Company from any liability that it may have to Indemnitee hereunder and shall not constitute a waiver or release by Indemnitee of any rights hereunder or otherwise, except to the extent the Company is actually and materially prejudiced in its defense of such action, suit or proceeding Proceeding as a result of such failure. To submit a request for indemnification under Section 1, Indemnitee shall submit to the Company a written request therefor; provided that any request for such indemnification may not be made until after a final adjudication judgment of such action, suit or proceedingProceeding. Any notice by Indemnitee under this 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.

Procedure for Indemnification; Notification and Defense of Claim. (a) Promptly after receipt by Indemnitee of actual notice of the commencement of any actionAction, suit Suit or proceedingProceeding, Indemnitee shall, if any indemnification, advancement or other a claim in respect thereof is to be sought from made or could 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 any actionthe Action, suit Suit or proceedingProceeding, or of Indemnitee’s request for indemnification, advancement or other claims shall will not relieve the Company from any liability that it may have to Indemnitee hereunder and shall not constitute a waiver or release by Indemnitee of any rights hereunder or otherwisehereunder, except to the extent the Company is actually and materially prejudiced (through the forfeiture of substantive rights or defenses) in its defense of such actionAction, suit Suit or proceeding Proceeding as a result of such failure. To submit a request for obtain indemnification under Section 1this Agreement, Indemnitee shall submit to the Company a written request therefor; provided that any request for such indemnification may not be made until after a final adjudication of such action, suit or proceeding. Any notice by Indemnitee under this Section 3 should include 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. In addition, Indemnitee shall reasonably cooperate with the Company and shall give the Company such additional information as the Company may reasonably require.

Procedure for Indemnification; Notification and Defense of Claim. (a) Promptly after receipt by Indemnitee of notice of the commencement of any actionAction, suit Suit or proceedingProceeding, Indemnitee shall, if any indemnification, advancement or other a claim in respect thereof is to be sought from made or could 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 any actionthe Action, suit Suit or proceedingProceeding, or of Indemnitee’s request for indemnification, advancement or other claims shall will not relieve the Company from any liability that it may have to Indemnitee hereunder and shall not constitute a waiver or release by Indemnitee of any rights hereunder or otherwisehereunder, except to the extent the Company is actually and materially prejudiced (through the forfeiture of substantive rights or defenses) in its defense of such actionAction, suit Suit or proceeding Proceeding as a result of such failure. To submit a request for obtain indemnification under Section 1this Agreement, Indemnitee shall submit to the Company a written request therefor; provided that any request for such indemnification may not be made until after a final adjudication of such action, suit or proceeding. Any notice by Indemnitee under this Section 3 should include 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. In addition, Indemnitee shall reasonably cooperate with the Company and shall give the Company such additional information as the Company may reasonably require.

Procedure for Indemnification; Notification and Defense of Claim. (ac) Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shall, if 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 any action, suit or proceeding, or of Indemnitee’s request for indemnification, advancement or other claims shall not relieve the Company from any liability that it may have to Indemnitee hereunder and shall not constitute a waiver or release by Indemnitee of any rights hereunder or otherwise, 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 submit a request for indemnification under Section 1, Indemnitee shall submit to the Company a written request therefor; provided that any request for such indemnification may not be made until after a the final adjudication disposition of such action, suit or proceeding. Any notice by Indemnitee under this Section 3 requesting indemnification 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.

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 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 any action, suit or proceeding, or of Indemnitee’s request for indemnification, advancement or other claims shall not relieve the Company from any liability that it may have to Indemnitee hereunder and shall not constitute a waiver or release by Indemnitee of any rights hereunder or otherwise, 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 submit a request for indemnification under Section 1, Indemnitee shall submit to the Company a written request therefor; provided that any request for such indemnification may not be made until after a final adjudication of such action, suit or proceeding. Any notice by Indemnitee under this Section 3 requesting indemnification 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.

Procedure for Indemnification; Notification and Defense of Claim. (a) Promptly after receipt by Indemnitee of notice of the commencement of any actionAction, suit Suit or proceedingProceeding, Indemnitee shall, if any indemnification, advancement or other a claim in respect thereof is to be sought from made or could 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 any actionthe Action, suit Suit or proceedingProceeding, or of Indemnitee’s request for indemnification, advancement or other claims shall will not relieve the Company Companies from any liability that it they may have to Indemnitee hereunder and shall not constitute a waiver or release by Indemnitee of any rights hereunder or otherwisehereunder, except to the extent the Company is Companies are actually and materially prejudiced (through the forfeiture of substantive rights or defenses) in its their defense of such actionAction, suit Suit or proceeding Proceeding as a result of such failure. To submit a request for obtain indemnification under Section 1this Agreement, Indemnitee shall submit to the Company Companies a written request therefor; provided that any request for such indemnification may not be made until after a final adjudication of such action, suit or proceeding. Any notice by Indemnitee under this Section 3 should include 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. In addition, Indemnitee shall reasonably cooperate with the Companies and shall give the Companies such additional information as the Companies may reasonably require.

Procedure for Indemnification; Notification and Defense of Claim. (a) Promptly after receipt by Indemnitee of notice of the commencement of any actionAction, suit Suit or proceedingProceeding, Indemnitee shall, if any indemnification, advancement or other a claim in respect thereof is to be sought from made or could 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 any actionthe Action, suit Suit or proceedingProceeding, or of Indemnitee’s request for indemnification, advancement or other claims shall will not relieve the Company from any liability that it may have to Indemnitee hereunder and shall not constitute a waiver or release by Indemnitee of any rights hereunder or otherwisehereunder, except and only to the extent the Company is actually and materially prejudiced (through the forfeiture of substantive rights or defenses) in its defense of such actionAction, suit Suit or proceeding Proceeding as a result of such failure. To submit a request for obtain indemnification under Section 1this Agreement, Indemnitee shall submit to the Company a written request therefor; provided that any request for such indemnification may not be made until after a final adjudication of such action, suit or proceeding. Any notice by Indemnitee under this Section 3 should include 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. In addition, Indemnitee shall reasonably cooperate with the Company and shall give the Company such additional information as the Company may reasonably require.

Procedure for Indemnification; Notification and Defense of Claim. (a) Promptly after receipt by Indemnitee of actual notice of the commencement of any actionAction, suit Suit or proceedingProceeding, Indemnitee shall, if any indemnification, advancement or other a claim in respect thereof is to be sought from made or could 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 any actionthe Action, suit Suit or proceedingProceeding, or of Indemnitee’s request for indemnification, advancement or other claims shall will not relieve the Company from any liability that it may have to Indemnitee hereunder and shall not constitute a waiver or release by Indemnitee of any rights hereunder or otherwisehereunder, except to the extent the Company is actually and materially prejudiced (through the forfeiture of substantive rights or defenses) in its defense of such actionAction, suit Suit or proceeding Proceeding as a result of such failure. To submit a request for obtain indemnification under Section 1this Agreement, Indemnitee shall submit to the Company a written request therefor; provided that any request for such indemnification may not be made until after a final adjudication of such action, suit or proceeding. Any notice by Indemnitee under this Section 3 should include therefor including such documentation and information as is reasonably available to Indemnitee and, to the extent available, such documentation and information as is reasonably necessary to enable the Company to determine whether and to what extent Indemnitee is entitled to indemnification. In addition, Indemnitee shall reasonably cooperate with the Company and shall give the Company such additional information as the Company may reasonably require.

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 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 any action, suit or proceeding, or of Indemnitee’s request for indemnification, advancement or other claims shall not relieve the Company from any liability that it may have to Indemnitee hereunder and shall not constitute a waiver or release by Indemnitee of any rights hereunder or otherwise, except to the extent the Company is actually and materially prejudiced in its defense of such action, suit or EXHIBIT 10.1 proceeding as a result of such failure. To submit a request for indemnification under Section 1, Indemnitee shall submit to the Company a written request therefor; provided that any request for such indemnification may not be made until after a the final adjudication disposition of such action, suit or proceeding. Any notice by Indemnitee under this Section 3 requesting indemnification 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.

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 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 any action, suit or proceeding, or of Indemnitee’s request for indemnification, advancement or other claims shall not relieve the Company from any liability that it may have to Indemnitee hereunder and shall not constitute a waiver or release by Indemnitee of any rights hereunder or otherwise, 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 submit a request for indemnification under Section 1, Indemnitee shall submit to the Company a written request therefor; provided that any request for such indemnification may not be made until after a the final adjudication disposition of such action, suit or proceeding. Any notice by Indemnitee under this Section 3 requesting indemnification 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.

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 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 any action, suit or proceeding, or of Indemnitee’s request for indemnification, advancement or other claims shall not relieve the Company from any liability that it may have to Indemnitee hereunder and shall not constitute a waiver or release by Indemnitee of any rights hereunder or otherwise, 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 submit a request for indemnification under Section 1this Agreement, Indemnitee shall submit to the Company a written request therefor; provided that any request for such indemnification may not be made until after a final adjudication of such action, suit or proceeding. Any notice by Indemnitee under this 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.

Procedure for Indemnification; Notification and Defense of Claim. (a) Promptly Promptly, but in no event later than thirty (30) days after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shall, if 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 any action, suit or proceeding, or of Indemnitee’s 's request for indemnification, advancement or other claims shall not relieve the Company from any liability that it may have to Indemnitee hereunder and shall not constitute a waiver or release by Indemnitee of any rights hereunder or otherwise, except to the extent the Company is actually and materially prejudiced in its defense of such action, suit or proceeding or incurs material expenses as a result of such failure. To submit Following a request for indemnification under Section 1final adjudication of such action, suit or proceeding, Indemnitee shall submit to the Company a written request therefor; provided that for any request for such indemnification may not be made until after a final adjudication of such action, suit or proceedingsought. Any notice or request by Indemnitee under this 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.

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 any indemnification, advancement or other a 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 any the action, suit or proceeding, or of Indemnitee’s request for indemnification, advancement or other claims shall will not relieve the Company from any liability that it may have to Indemnitee hereunder and shall not constitute a waiver or release by Indemnitee of any rights hereunder or otherwise, 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 failurefailure or delay, and any such failure or delay shall not constitute a waiver by Indemnitee of any rights under this Agreement or otherwise. To submit a request for obtain indemnification under Section 1this Agreement, Indemnitee shall submit to the Company a written request therefor; provided that any request for such indemnification may not be made until after a final adjudication of such action, suit or proceeding. Any notice by Indemnitee under this Section 3 should include 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.

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 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 any action, suit or proceeding, or of Indemnitee’s request for indemnification, advancement or other claims shall not relieve the Company from any liability that it may have to Indemnitee hereunder and shall not constitute a waiver or release by Indemnitee of any rights hereunder or otherwise, 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 submit a request for indemnification under Section 1this Agreement, Indemnitee shall submit to the Company a written request therefor; provided that any request for such indemnification may not be made until after a final adjudication of such action, suit or proceeding. Any notice by Indemnitee under this 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.

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 any indemnification, advancement or other a claim in respect thereof is to be sought from or made against the Company Indemnitor hereunder, notify the Company Indemnitor in writing of the commencement thereof. The failure to promptly notify the Company Indemnitor of the commencement of any the action, suit or proceeding, or of the Indemnitee’s request for indemnification, advancement or other claims shall will not relieve the Company Indemnitor from any liability that it may have to the Indemnitee hereunder and shall not constitute a waiver or release by Indemnitee of any rights hereunder or otherwisehereunder, except to the extent the Company Indemnitor is actually and materially prejudiced in its defense of such action, suit or proceeding as a result of such failure. To submit a request for obtain indemnification under Section 1this Agreement, the Indemnitee shall submit to the Company Indemnitor a written request therefor; provided that any request for such indemnification may not be made until after a final adjudication of such action, suit or proceeding. Any notice by Indemnitee under this Section 3 should include therefor including such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to enable the Company Indemnitor to determine whether and to what extent the Indemnitee is entitled to indemnification.

Procedure for Indemnification; Notification and Defense of Claim. (a) Promptly after receipt by Indemnitee of notice of the commencement or threatened commencement of any action, suit or proceeding, Indemnitee shall, if any indemnification, advancement or other a claim in respect thereof is to be sought from or made against the Company Indemnitor hereunder, notify the Company Indemnitor in writing of the commencement thereof. The failure to promptly notify the Company Indemnitor of the commencement of any the action, suit or proceeding, or of Indemnitee’s request for indemnification, advancement or other claims shall will not relieve the Company Indemnitor from any liability that it may have to Indemnitee hereunder and shall not constitute a waiver or release by Indemnitee of any rights hereunder or otherwisehereunder, except to the extent the Company Indemnitor is actually and materially prejudiced in its defense of such action, suit or proceeding as a result of such failure. To submit a request for obtain indemnification under Section 1this Agreement, Indemnitee shall submit to the Company Indemnitor a written request therefor; provided that any request for such indemnification may not be made until after a final adjudication of such action, suit or proceeding. Any notice by Indemnitee under this Section 3 should include therefor including such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to enable the Company Indemnitor to determine whether and to what extent Indemnitee is entitled to indemnification.

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 any indemnification, advancement or other a claim in respect thereof is to be sought from or made against the Company Indemnitor hereunder, notify the Company Indemnitor in writing of the commencement thereof. The failure to promptly notify the Company Indemnitor of the commencement of any the action, suit or proceeding, or of Indemnitee’s request for indemnification, advancement or other claims shall will not relieve the Company Indemnitor from any liability that it may have to Indemnitee hereunder and shall not constitute a waiver or release by Indemnitee of any rights hereunder or otherwisehereunder, except to the extent the Company Indemnitor is actually and materially prejudiced in its defense of such action, suit or proceeding as a result of such failure. To submit a request for obtain indemnification under Section 1this Agreement, Indemnitee shall submit to the Company Indemnitor a written request therefor; provided that any request for such indemnification may not be made until after a final adjudication of such action, suit or proceeding. Any notice by Indemnitee under this Section 3 should include therefor including such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to enable the Company Indemnitor to determine whether and to what extent Indemnitee is entitled to indemnification, provided, however, that under no circumstances shall documentation be required to be provided that, prepared in connection with legal services, contain references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law.