Requests for Indemnification Clause Samples
The "Requests for Indemnification" clause outlines the process by which a party can formally seek compensation or protection from another party for losses or damages covered under an indemnity agreement. Typically, this clause specifies the required steps for submitting a claim, such as providing written notice, detailing the nature of the claim, and supplying supporting documentation. Its core practical function is to ensure that indemnification requests are handled in an orderly and transparent manner, reducing disputes and clarifying the obligations of each party in the event of a loss.
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Requests for Indemnification. If any Party (an "INDEMNIFIED PARTY") becomes aware of a fact, circumstance, claim, situation, demand or other matter for which it or any other Indemnified Party has been indemnified under this Article XIV (any such item being herein called an "INDEMNITY MATTER"), the Indemnified Party shall give prompt written notice of the Indemnity Matter to the Indemnifying Party, requesting indemnification therefor, specifying the nature of and specific basis for the Indemnity Matter and the amount or estimated amount thereof to the extent then feasible; PROVIDED, HOWEVER, a failure to give such notice will not waive any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are actually materially prejudiced by such failure. The Indemnifying Party shall have the right to assume the defense or investigation of such Indemnity Matter and to retain counsel and other experts to represent the Indemnified Party and shall pay the fees and disbursements of such counsel and other experts. If within 30 days after receipt of the request (or five days if litigation is pending) the Indemnifying Party fails to give notice to the Indemnified Party that the Indemnifying Party assumes the defense or investigation of the Indemnity Matter, an Indemnified Party may retain counsel and other experts (whose fees and disbursements shall be at the expense of the Indemnifying Party) to file any motion, answer or other pleading and take such other action which the Indemnified Party reasonably deems necessary to protect its interests or those of the Indemnifying Party until the date on which the Indemnified Party receives such notice from the Indemnifying Party. If an Indemnifying Party retains counsel and other experts, any Indemnified Party shall have the right to retain its own counsel and other experts, but the fees and expenses of such counsel and other experts shall be at the expense of the Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party mutually agree to the retention of such counsel and other experts or (ii) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would, in the opinion of counsel retained by the Indemnifying Party, be inappropriate due to actual or potential differing interests between them. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate wi...
Requests for Indemnification. No Right to Set Off; Insurance, Tax and Other Benefits 17.5 Exclusivity 17.6 Adjustment to Purchase Price
Requests for Indemnification. In order to obtain indemnification pursuant to this Agreement, Indemnitee shall submit to the Company a written request therefor, including in such request 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 following the final disposition of the applicable Claim, provided that documentation and information need not be so provided to the extent that the provision thereof would undermine or otherwise jeopardize attorney-client privilege. Indemnification shall be made insofar as the Indemnitee is entitled to indemnification in accordance with Section 3(c) or Section 3(d).
Requests for Indemnification. Requests for indemnification made pursuant to any provision of this Agreement, other than requests for an advancement of Expenses pursuant to Section 1(d) hereof, shall be made by Indemnitee in writing and shall be accompanied by written information in reasonable detail evidencing the Expenses, judgments, fines or amounts paid in settlement for which indemnification is requested. Such request shall also specify by which of the Determining Parties Indemnitee elects to have a Determination of Entitlement made with respect to such request, viz:
(i) the Disinterested Directors;
(ii) Independent Counsel; or
(iii) Arbitration
Requests for Indemnification. 27 ARTICLE XIV 28
Requests for Indemnification. All requests for indemnification under this Agreement shall be in writing and provide the following information:
(1) A general description of the claim or lawsuit;
(2) A copy of the complaint, petition, or claim letter; and
(3) The date by which the claim or lawsuit must be answered, or otherwise responded to. The party from whom indemnification is sought shall evaluate the information provided to it pursuant to this paragraph and advise within a reasonable period of time whether or not it shall indemnify the other party. Said party reserves the right to request additional information in order to determine whether or not it accepts the other party’s request for indemnification.
Requests for Indemnification. In order to obtain indemnification pursuant to this Agreement, Indemnitee shall submit to the Corporation a written request therefor. Such request or requests may be delivered from time to time and at such times as Indemnitee deems appropriate in his or her sole discretion.