Notice and Other Indemnification Procedures Sample Clauses
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Notice and Other Indemnification Procedures. 7.1 Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof.
7.2 If, at the time of the receipt of a notice of the commencement of a proceeding pursuant to Section 7.1 hereof, the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such D&O Insurance policies.
7.3 In the event the Company shall be obligated to advance the expenses for any proceeding against the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld), upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that: (a) the Indemnitee shall have the right to employ his own counsel in any such proceeding at the Indemnitee's expense; (b) the Indemnitee shall have the right to employ his own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (c) if (i) the employment of counsel by the Indemnitee has been previously authorized by the Company, (ii) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense or (iii) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of the Indemnitee's counsel shall be at the expense of the Company.
Notice and Other Indemnification Procedures. (a) Notification of Proceeding. Indemnitee will notify the Company in writing promptly upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any proceeding or matter which may be subject to indemnification or advancement of expenses covered hereunder. The failure of Indemnitee to so notify the Company shall not relieve the Company of any obligation which it may have to Indemnitee under this Agreement or otherwise.
Notice and Other Indemnification Procedures. (a) Notification of Proceeding. Indemnitee will notify the Company in writing promptly upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any proceeding or matter which may be subject to indemnification or advancement of Expenses covered hereunder. The written notification to the Company shall include a description of the nature of the proceeding and the facts underlying the proceeding. The failure of Indemnitee to so notify the Company shall not relieve the Company of any obligation which it may have to Indemnitee under this Agreement or otherwise and any delay in so notifying the Company shall not constitute a waiver by Indemnitee of any rights under this Agreement.
Notice and Other Indemnification Procedures. (a) Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof.
(b) If, at the time of the receipt of a notice of the commencement of a proceeding pursuant to Section 7(a) hereof, the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policies.
Notice and Other Indemnification Procedures. Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof, provided that the failure to provide such notification shall not diminish Indemnitee’s indemnification hereunder, except to the extent that the Company can demonstrate that it was actually prejudiced as a result thereof. The Company shall indemnify the Indemnitee against all expenses incurred in connection with any hearing or proceeding under this Section 5 unless a court of competent jurisdiction makes a final judicial determination that each of the claims and/or defenses of the Indemnitee in any such proceeding was frivolous or in bad faith.
Notice and Other Indemnification Procedures. (a) Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof.
Notice and Other Indemnification Procedures. (a) After receipt by the Indemnitee of notice of the commencement of, or the threat of commencement of, any Proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification or advancement of Expenses with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof. However, a failure so to notify the Company within a reasonable period of time following Indemnitee's receipt of such notice shall not relieve the Company from any liability that it may have to the Indemnitee otherwise than under this Agreement, including, without limitation, its liability under its Articles of Association, or the Singapore Companies Act.
(b) The Indemnitee shall be entitled to select his or her own counsel to defend him or her with respect to a Proceeding and such counsel shall be paid directly by the Company in accordance with the provisions of Section 6.
Notice and Other Indemnification Procedures. (a) After receipt by the Indemnitee of notice of the commencement of, or the threat of commencement of, any Proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification or advancement of Expenses with respect thereto may be sought from Verigy US under this Agreement, notify Verigy US of the commencement or threat of commencement thereof. However, a failure so to notify Verigy US within a reasonable period of time following Indemnitee’s receipt of such notice shall not relieve Verigy US from any liability that it may have to the Indemnitee otherwise than under this Agreement, including, without limitation, its liability under its Certificate of Incorporation or By-laws or the DGCL.
(b) The Indemnitee shall be entitled to select his or her own counsel to defend him or her with respect to a Proceeding and such counsel shall be paid directly by Verigy US in accordance with the provisions of Section 6.
Notice and Other Indemnification Procedures a.) In order for the Corporation to indemnify Executive and for the Corporation to be fully informed at all times concerning its possible obligations to give indemnity to the Executive thereof under the provisions of this Agreement, Nevada Law, or federal law and to permit the amounts thereof to be minimized, if the Executive suffers or is threatened with or incurs any loss, damage, or expense for which it would be entitled to be indemnified, the Executive shall promptly give notice to the Corporation after obtaining knowledge of any claim. Notwithstanding the foregoing notice requirement, the right to indemnification hereunder shall not be affected by any failure of Executive to give such notice or any delay by Executive in giving such notice unless, and then only to the extent that, the rights and remedies of the Corporation shall have been prejudiced as a result of the failure to give, or delay in giving such notice. RETIREMENT AGREEMENT G▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
b.) The Corporation shall have the right to assume the defense of and to settle any claim asserted by a third party against the Executive with counsel reasonably acceptable to the Executive so long as the Corporation is diligently defending such claim. If Executive assumes the defense of a claim, the Executive shall bear the fees of any additional counsel retained by it to conduct its defense. The Corporation shall not settle any claim without the consent of the Executive (which consent shall not be unreasonably withheld, conditioned or delayed), unless such settlement requires no admission of liability on the part of the Executive and no assumption of any obligation or monetary payment for which the Executive has not been fully indemnified.
c.) Each party will cooperate with the other in resolving or attempting to resolve any claim and will permit the other party access to all books and records which might be useful for such purpose, during normal business hours and at the place where the same are normally kept, with full right to make copies thereof or extracts therefrom at the cost of the copying party.
Notice and Other Indemnification Procedures. (a) Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee