Common use of Written Request for Indemnification Clause in Contracts

Written Request for Indemnification. The Officer shall notify the Company in writing of any matter with respect to which the Officer intends to seek indemnification or Expense Advances hereunder as soon as reasonably practicable following the receipt by the Officer of written notice thereof. The written notification to the Company shall include a description of the nature of the Proceeding and the facts underlying the Proceeding. To obtain indemnification under this Agreement, the Officer shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to the Officer and is reasonably necessary to determine whether and to what extent the Officer is entitled to indemnification following the final disposition of such Proceeding. The omission by the Officer to notify the Company hereunder will not relieve the Company from any liability which it may have to the Officer hereunder or otherwise than under this Agreement, and any delay in so notifying the Company shall not constitute a waiver by the Officer of any rights under this Agreement. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board of the Company in writing that the Officer has requested indemnification. The Officer shall cooperate with the party reviewing the Officer’s entitlement to indemnification, including providing to said party upon reasonable advance request any documentation or information that is not privileged or otherwise protected from disclosure and that is reasonably available to the Officer and reasonably necessary to such determination. The Company shall pay any costs or expenses (including attorneys’ fees and disbursements) incurred by the Officer in so cooperating (irrespective of the determination as to the Officer’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold the Officer harmless therefrom.

Written Request for Indemnification. The Officer Director shall notify the Company in writing of any matter with respect to which the Officer Director intends to seek indemnification or Expense Advances hereunder as soon as reasonably practicable following the receipt by the Officer Director of written notice thereof. The written notification to the Company shall include a description of the nature of the Proceeding and the facts underlying the Proceeding. To obtain indemnification under this Agreement, the Officer Director shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to the Officer Director and is reasonably necessary to determine whether and to what extent the Officer Director is entitled to indemnification following the final disposition of such Proceeding. The omission by the Officer Director to notify the Company hereunder will not relieve the Company from any liability which it may have to the Officer Director hereunder or otherwise than under this Agreement, and any delay in so notifying the Company shall not constitute a waiver by the Officer Director of any rights under this Agreement. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board of the Company in writing that the Officer Director has requested indemnification. The Officer Director shall cooperate with the party reviewing the OfficerDirector’s entitlement to indemnification, including providing to said party upon reasonable advance request any documentation or information that is not privileged or otherwise protected from disclosure and that is reasonably available to the Officer Director and reasonably necessary to such determination. The Company shall pay any costs or expenses (including attorneys’ fees and disbursements) incurred by the Officer Director in so cooperating (irrespective of the determination as to the OfficerDirector’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold the Officer Director harmless therefrom.