Procedure for Notification and Defense of Claim. (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request therefor and, if Indemnitee so chooses pursuant to Section 11 of this Agreement, such written request shall also include a request for Indemnitee to have the right to indemnification determined by Independent Counsel. (b) The Company will be entitled to participate in the Proceeding at its own expense.
Appears in 40 contracts
Sources: Indemnification Agreement (Avadel Pharmaceuticals PLC), Indemnification Agreement (Mural Oncology LTD), Indemnification Agreement (Mural Oncology LTD)
Procedure for Notification and Defense of Claim. (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request therefor and, if Indemnitee so chooses pursuant to Section 11 of this Agreement, such written request shall also include a request for Indemnitee to have the right to indemnification determined by Independent Counseltherefor.
(b) The Company will be entitled to participate in the Proceeding at its own expense.
Appears in 30 contracts
Sources: Indemnification Agreement (Globalscape Inc), Indemnification Agreement (Helen of Troy LTD), Indemnification Agreement (TrueCar, Inc.)
Procedure for Notification and Defense of Claim. (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request therefor andtherefor, if including therein or therewith such documentation and information as is reasonably available to Indemnitee so chooses pursuant and is reasonably necessary to Section 11 determine whether and to what extent Indemnitee is entitled to indemnification. The officer of this Agreementthe Company receiving any such request from Indemnitee shall, promptly upon receipt of such written request shall also include a request for indemnification, advise the Board in writing that Indemnitee to have the right to indemnification determined by Independent Counselhas requested indemnification.
(b) The Company will be entitled to participate in the Proceeding at its own expense.
Appears in 7 contracts
Sources: Indemnification Agreement (New York REIT Liquidating LLC), Indemnification Agreement (New York REIT Liquidating LLC), Indemnification Agreement (New York REIT Liquidating LLC)
Procedure for Notification and Defense of Claim. (a) To obtain indemnification under this AgreementDeed, Indemnitee shall submit to the Company a written request therefor and, if Indemnitee so chooses pursuant to Section 11 9 of this AgreementDeed, such written request shall also include a request for Indemnitee to have the right to indemnification determined by Independent Counsel.
(b) The Company will be entitled to participate in the Proceeding at its own expense.
Appears in 3 contracts
Sources: Deed of Indemnification (Avadel Pharmaceuticals PLC), Deed of Indemnification (Mural Oncology LTD), Deed of Indemnification (Alkermes Plc.)
Procedure for Notification and Defense of Claim. (a) To obtain indemnification under this AgreementDeed, Indemnitee shall submit to the Company Indemnitors a written request therefor and, if Indemnitee so chooses pursuant to Section 11 9 of this AgreementDeed, such written request shall also include a request for Indemnitee to have the right to indemnification determined by Independent Counsel.
(b) The Company Indemnitors will be entitled to participate in the Proceeding at its their own expense.
Appears in 3 contracts
Sources: Deed of Indemnification (Carbon Revolution Ltd.), Indemnification Agreement (Ads-Tec Energy Public LTD Co), Deed of Indemnification (Fusion Fuel Green PLC)
Procedure for Notification and Defense of Claim. (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request therefor and, if Indemnitee so chooses pursuant to Section 11 of this Agreement, such written request shall also include a request for Indemnitee to have the right to indemnification determined by Independent Counseltherefor.
(b) The Company will be entitled to participate in the Proceeding at its own expense.. -5-
Appears in 3 contracts
Sources: Director Indemnification Agreement (Ensco International Inc), Officer Indemnification Agreement (Ensco International Inc), Indemnification Agreement (Ensco International Inc)
Procedure for Notification and Defense of Claim. (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request therefor and, if Indemnitee so chooses pursuant to Section 11 of this Agreement, such written request shall also include a request for Indemnitee to have the right to indemnification determined by Independent Counsel.
(b) The Company will be entitled to participate in the Proceeding at its own expense.
Appears in 3 contracts
Sources: Indemnification Agreement (FGL Holdings), Indemnification Agreement (Fidelity & Guaranty Life), Indemnification Agreement (Northeast Bancorp /Me/)
Procedure for Notification and Defense of Claim. (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request therefor and, if Indemnitee so chooses pursuant to Section 11 of this Agreement, such written request shall also include a request for Indemnitee to have the right to indemnification determined by Independent Counsel.
(b) therefor. The Company will be entitled to participate in the Proceeding at its own expense.
Appears in 2 contracts
Sources: Indemnification Agreement (Javelin Pharmaceuticals, Inc), Indemnification Agreement (Javelin Pharmaceuticals, Inc)
Procedure for Notification and Defense of Claim. (a) To obtain indemnification under this AgreementDeed, Indemnitee shall submit to the Company a written request therefor and, if Indemnitee so chooses pursuant to Section 11 of this AgreementDeed, such written request shall also include a request for Indemnitee to have the right to indemnification determined by Independent Counsel.
(b) The Company will be entitled to participate in the Proceeding at its own expense.
Appears in 2 contracts
Sources: Deed of Indemnification (Alkermes Plc.), Deed of Indemnification (Alkermes Plc.)
Procedure for Notification and Defense of Claim. (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request therefor and, if a Change in Control has occurred and Indemnitee so chooses pursuant to Section 11 of this Agreement, such written request shall also include a request for Indemnitee to have the right to indemnification determined by Independent Counsel.
(b) The Company will be entitled to participate in the Proceeding at its own expense.
Appears in 2 contracts
Sources: Indemnification Agreement (Pcm, Inc.), Indemnification Agreement (Pcm, Inc.)
Procedure for Notification and Defense of Claim. (a) To obtain indemnification under this Agreement, Indemnitee shall first submit to the Company a written request therefor and, if Indemnitee so chooses pursuant to Section 11 of this Agreement, such written request shall also include a request for Indemnitee to have specifying in reasonable detail the right claims or circumstances under which Indemnittee believes he is entitled to indemnification determined by Independent Counselhereunder.
(b) The Company will be entitled to participate in the Proceeding at its own expense.
Appears in 2 contracts
Sources: Indemnification Agreement (Priceline Com Inc), Indemnification Agreement (Priceline Com Inc)
Procedure for Notification and Defense of Claim. (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request therefor and, if Indemnitee so chooses pursuant to Section 11 of this Agreement, such written request shall also include a request for Indemnitee to have the right to indemnification determined by Independent CounselCompany.
(b) The Company will be entitled entitled, but not obliged, to participate in the Proceeding at its own expense.
Appears in 2 contracts
Sources: Indemnification Agreement (Lam Research Corp), Indemnification Agreement (Lam Research Corp)
Procedure for Notification and Defense of Claim. (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request therefor and, if Indemnitee so chooses and has the right pursuant to Section 11 of this Agreement, such written request shall also include a request for Indemnitee to have the right to indemnification determined by Independent Counsel.
(b) The Company will be entitled to participate in the Proceeding at its own expense.
Appears in 1 contract
Sources: Indemnification Agreement (Software Acquisition Group Inc.)
Procedure for Notification and Defense of Claim. (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company Corporation a written request therefor and, if Indemnitee so chooses pursuant to Section 11 of this Agreement, such written request shall also include a request for Indemnitee to have the right to indemnification determined by Independent Counsel.
(b) The Company Corporation will be entitled to participate in the Proceeding at its own expense.
Appears in 1 contract
Procedure for Notification and Defense of Claim. (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request therefor and, if request. The omission to notify the Company will not relieve the Company from any liability which it may have to Indemnitee so chooses pursuant to Section 11 of otherwise than under this Agreement. The Secretary of the Company shall, promptly upon receipt of such written request shall also include a request for indemnification, advise the Board in writing that Indemnitee to have the right to indemnification determined by Independent Counselhas requested indemnification.
(b) The Company will be entitled to participate in the Proceeding at its own expense.
Appears in 1 contract
Procedure for Notification and Defense of Claim. (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request therefor and, if a Change of Control has occurred and Indemnitee so chooses pursuant to Section 11 of this Agreement, such written request shall also include a request for Indemnitee to have the right to indemnification determined by Independent Counsel.
(b) The Company will be entitled to participate in the Proceeding at its own expense.
Appears in 1 contract
Procedure for Notification and Defense of Claim. (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request therefor and, if Indemnitee so chooses pursuant to Section 11 of this Agreement, such written request shall also include a request for Indemnitee to have the right to indemnification determined by Independent CounselCompany.
(b) The Company will shall be entitled entitled, but not obliged, to participate in the Proceeding at its own expense; provided, however, that nothing in this entitlement shall be construed to give the Company a right of access to confidential information concerning, or confidential material from, Indemnitee to which the Company would not otherwise have a right of access.
Appears in 1 contract
Procedure for Notification and Defense of Claim. (a) a. To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request therefor and, if Indemnitee so chooses pursuant to Section 11 of this Agreement, such written request shall also include a request for Indemnitee to have the right to indemnification determined by Independent Counsel.
(b) b. The Company will be entitled to participate in the Proceeding at its own expense.
Appears in 1 contract
Sources: Indemnification Agreement (Jacobs Engineering Group Inc /De/)
Procedure for Notification and Defense of Claim. (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request therefor and, if Indemnitee so chooses pursuant to Section 11 of this Agreement, such written request shall also include a request for Indemnitee to have the right to indemnification determined by Independent Counsel.therefor. -5-
(b) The Company will be entitled to participate in the Proceeding at its own expense.
Appears in 1 contract
Sources: Indemnification Agreement (Ensco International Inc)
Procedure for Notification and Defense of Claim. (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request therefor and, if Indemnitee so chooses pursuant to Section 11 of this Agreement, such written request shall also include a request for Indemnitee to have the right to indemnification determined by Independent CounselCompany.
(b) The Company will be entitled entitled, but not obliged, to participate in the Proceeding at its own expense; provided, however, that nothing in this entitlement shall be construed to give the Company a right of access to confidential information concerning, or confidential material from, Indemnitee to which the Company would not otherwise have a right of access.
Appears in 1 contract
Procedure for Notification and Defense of Claim. (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request therefor andspecifying the basis for the claim, if the amounts for which Indemnitee so chooses pursuant to Section 11 of is seeking payment under this Agreement, such written request shall also include a request for Indemnitee to have and all documentation related thereto as reasonably requested by the right to indemnification determined by Independent CounselCompany.
(b) The Company will be entitled to participate in the Proceeding at its own expense.
Appears in 1 contract