Common use of Procedure for Notification of Claim for Indemnification or Advancement Clause in Contracts

Procedure for Notification of Claim for Indemnification or Advancement. (a) Indemnitee will notify the Company in writing of any Proceeding with respect to which Indemnitee intends to seek indemnification or advancement of Expenses hereunder as soon as reasonably practicable following the receipt by Indemnitee of written notice thereof. Indemnitee will include in the written notification to the Company a description of the nature of the Proceeding and the allegations underlying the Proceeding and provide 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 such Proceeding. Indemnitee’s failure to so notify the Company will not relieve the Company from any obligation it may have to Indemnitee under this Agreement, and any delay or defect in so notifying the Company will not constitute a waiver by Indemnitee of any rights under this Agreement. The Secretary of the Company will, promptly upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee has requested indemnification or advancement. (b) The Company will be entitled to participate in the Proceeding at its own expense, provided, that the Company will not be entitled to assume the defense of such Proceedings on Indemnitee’s behalf without Indemnitee’s prior written consent. (c) The Company will not settle any Proceeding (in whole or in part) if such settlement would attribute to Indemnitee any admission of liability or impose any Expense, judgment, liability, fine, penalty or obligation or limitation on Indemnitee without Indemnitee’s prior written consent, which shall not be unreasonably withheld.

Procedure for Notification of Claim for Indemnification or Advancement. (a) Indemnitee will notify the Company in writing of any Proceeding with respect to which Indemnitee intends to seek indemnification or advancement of Expenses hereunder as soon as reasonably practicable following the receipt by Indemnitee of written notice thereof. Indemnitee will include in the written notification to the Company a description of the nature of the Proceeding and the allegations underlying the Proceeding and provide 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 such Proceeding. Indemnitee’s failure to so notify the Company will not relieve the Company from any obligation it may have to Indemnitee under this Agreement, and any delay or defect in so notifying the Company will not constitute a waiver by Indemnitee of any rights under this Agreement. The Secretary of the Company will, promptly upon receipt of such a request for indemnification, advise the Board Governing Body in writing that Indemnitee has requested indemnification or advancement. (b) The Company will be entitled to participate in the Proceeding at its own expense, provided, that the Company will not be entitled to assume the defense of such Proceedings on Indemnitee’s behalf without Indemnitee’s prior written consent. (c) The Company will not settle any Proceeding (in whole or in part) if such settlement would attribute to Indemnitee any admission of liability or impose any Expense, judgment, liability, fine, penalty or obligation or limitation on Indemnitee without Indemnitee’s prior written consent, which shall not be unreasonably withheld.

Procedure for Notification of Claim for Indemnification or Advancement. (a) Indemnitee will notify the Company in writing of any Proceeding with respect to which Indemnitee intends to seek indemnification or advancement of Expenses hereunder as soon as reasonably practicable following the receipt by Indemnitee of written notice thereof. Indemnitee will include in the written notification to the Company a description of the nature of the Proceeding and the allegations facts underlying the Proceeding and provide 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 such Proceeding. Indemnitee’s failure to so notify the Company will not relieve the Company from any obligation it may have to Indemnitee under this Agreement, and any delay or defect in so notifying the Company will not constitute a waiver by Indemnitee of any rights under this Agreement. The Secretary of the Company will, promptly upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee has requested indemnification or advancement. (b) The Company will be entitled to participate in the Proceeding at its own expense. Unless a Change of Control has occurred, providedand subject to the provisions of applicable policies of directors’ and officers’ liability insurance, that the Company will not shall also be entitled to assume or lead the defense thereof with counsel reasonably satisfactory to Indemnitee; provided that if ▇▇▇▇▇▇▇▇▇▇ believes, after consultation with counsel selected by ▇▇▇▇▇▇▇▇▇▇, that (a) the use of counsel chosen by the Company to represent Indemnitee would present such Proceedings on counsel with an actual or potential conflict, (b) the named parties in any such Proceeding (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available to Indemnitee that are different from or in addition to those available to the Company, (c) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, or (d) Indemnitee has interests in the Proceeding or any claim, issue or matter therein that are different from or in addition to those of other persons against whom the claim in such Proceeding has been made or might reasonably be expected to be made, then Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Proceeding for all indemnitees in Indemnitee’s behalf circumstances) at the Company’s expense. The Company shall not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without Indemniteethe Company’s prior written consent. (c) . The Company will not settle shall not, without the prior written consent of Indemnitee, effect any settlement of any Proceeding (in whole to which Indemnitee is, or in part) if could have been, a party unless such settlement would attribute solely involves the payment of money and includes a complete and unconditional release of Indemnitee from all liability on any claims that are the subject matter of such Proceeding. Neither the Company nor Indemnitee shall unreasonably withhold its consent to any proposed settlement; provided that Indemnitee may withhold consent to any admission settlement that does not provide a complete and unconditional release of liability or impose any Expense, judgment, liability, fine, penalty or obligation or limitation on Indemnitee without Indemnitee’s prior written consent, which shall not be unreasonably withheld.

Procedure for Notification of Claim for Indemnification or Advancement. (a) Indemnitee will notify the Company in writing of any Proceeding with respect to which Indemnitee intends to seek indemnification or advancement of Expenses hereunder as soon as reasonably practicable following the receipt by Indemnitee of written notice thereof. Indemnitee will include in the written notification to the Company a description of the nature of the Proceeding and the allegations facts underlying the Proceeding and provide such documentation and information as is reasonably requested by the Company and available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification following the final disposition of such Proceeding. Indemnitee’s failure to so notify the Company will not relieve the Company from any obligation it may have to Indemnitee under this Agreement, except to the extent the Company is actually and materially prejudiced in its defense of such Proceeding as a result of such failure, and any delay or defect in so notifying the Company will not constitute a waiver by Indemnitee of any rights under this Agreement. The Secretary of the Company will, promptly upon receipt of such a request for indemnificationindemnification or advancement of Expenses hereunder, advise the Board in writing that Indemnitee ▇▇▇▇▇▇▇▇▇▇ has requested indemnification or advancementadvancement of Expenses hereunder. (b) The Company will be entitled to participate in the Proceeding at its own expense, provided, that the Company will not be entitled to assume the defense of such Proceedings on Indemnitee’s behalf without Indemnitee’s prior written consent. (c) The Company will not settle any Proceeding (in whole or in part) if such settlement would attribute to Indemnitee any admission of liability or impose any Expense, judgment, liability, fine, penalty or obligation or limitation on Indemnitee without Indemnitee’s prior written consent, which shall not be unreasonably withheld.

Procedure for Notification of Claim for Indemnification or Advancement. (a) Indemnitee will notify the Company in writing of any Proceeding with respect to which Indemnitee intends to seek indemnification or advancement of Expenses hereunder as soon as reasonably practicable following the receipt by Indemnitee of written notice thereof. Indemnitee will include in the written notification to the Company a description of the nature of the Proceeding and the allegations facts underlying the Proceeding and provide 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 such Proceeding. Indemnitee’s failure to so notify the Company will not relieve the Company from any obligation it may have to Indemnitee under this Agreement, and any delay or defect in so notifying the Company will not constitute a waiver by Indemnitee of any rights under this Agreement. The Secretary of the Company will, promptly upon receipt of such a request for indemnificationindemnification or advancement, advise the Board in writing that Indemnitee has requested indemnification or advancement. (b) The Company will be entitled to participate in the Proceeding at its own expense. (c) With respect to any Proceeding for which Indemnitee requests advancement of Expenses and/or indemnification, provided, that the Company may, at its option, assume the defense of such Proceeding with counsel reasonably acceptable to Indemnitee. Upon assumption of the defense by the Company and the retention of such counsel by the Company, Indemnitee will not be entitled to assume advancement of Expenses or indemnification under this Agreement for Expenses subsequently incurred by Indemnitee with respect to the Proceeding, and any such Expenses will be at Indemnitee’s sole cost and expense. However, if ▇▇▇▇▇▇▇▇▇▇’s counsel delivers a written notice to the Company stating that such counsel has reasonably concluded that there is or may be a conflict of interest between the Company and Indemnitee with respect to the Proceeding, or if the Company shall not, in fact, have employed counsel or otherwise actively pursued the defense of such Proceedings on Indemnitee’s behalf without Indemnitee’s prior written consentproceeding within a reasonable time, then Indemnitee will be eligible for indemnification and advancement of Expenses for such Proceeding consistent with the provisions of this Agreement. (c) The Company will not settle any Proceeding (in whole or in part) if such settlement would attribute to Indemnitee any admission of liability or impose any Expense, judgment, liability, fine, penalty or obligation or limitation on Indemnitee without Indemnitee’s prior written consent, which shall not be unreasonably withheld.

Procedure for Notification of Claim for Indemnification or Advancement. (a) Indemnitee will notify the Company in writing of any Proceeding with respect to which Indemnitee intends to seek indemnification or advancement of Expenses hereunder as soon as reasonably practicable following the receipt by Indemnitee of written notice thereof. Indemnitee will include in the written notification to the Company a description of the nature of the Proceeding and the allegations underlying the Proceeding and provide 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 such Proceeding. Indemnitee’s failure to so notify the Company will not relieve the Company from any obligation it may have to Indemnitee under this Agreement, and any delay or defect in so notifying the Company will not constitute a waiver by Indemnitee of any rights under this Agreement. The Secretary of the Company will, promptly upon receipt of such a request for indemnificationindemnification or advancement, advise the Board in writing that Indemnitee has requested indemnification or advancement. (b) The Company will be entitled to participate in the Proceeding at its own expense, provided, that the Company will not be entitled to assume the defense of such Proceedings on Indemnitee’s behalf without Indemnitee’s prior written consent. (c) The Company will not settle any Proceeding (in whole or in part) if such settlement would attribute to Indemnitee any admission of liability or impose any Expense, judgment, liability, fine, penalty or obligation or limitation on Indemnitee without Indemnitee’s prior written consent, which shall not be unreasonably withheld.

Procedure for Notification of Claim for Indemnification or Advancement. (a) Indemnitee will notify the Company in writing of any Proceeding with respect to which Indemnitee intends to seek indemnification or advancement of Expenses hereunder as soon as reasonably practicable following the receipt by Indemnitee of written notice thereof. Indemnitee will include in the written notification to the Company a description of the nature of the Proceeding and the allegations facts underlying the Proceeding and provide 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 such Proceeding. Indemnitee’s failure to so notify the Company will not relieve the Company from any obligation it may have to Indemnitee under this Agreement, and any delay or defect in so notifying the Company will not constitute a waiver by Indemnitee of any rights under this Agreement. The Secretary of the Company will, promptly upon receipt of such a request for indemnificationindemnification or advancement, advise the Board in writing that Indemnitee has requested indemnification or advancement. (b) The Company will be entitled to participate in the Proceeding at its own expense, provided, that the Company will not be entitled to assume the defense of such Proceedings on Indemnitee’s behalf without Indemnitee’s prior written consent. (c) The Company will may not settle consent to the entry of any Proceeding judgment directly against Indemnitee without the prior written consent of Indemnitee (in whole not to be unreasonably withheld or in partdelayed) if such settlement would attribute to Indemnitee any which (i) includes an admission of fault of Indemnitee, (ii) does not include a full release of Indemnitee from all liability in respect of such Proceeding in form and substance reasonably satisfactory to Indemnitee, or (iii) would impose any Expense, judgment, liability, fine, penalty or obligation or limitation on Indemnitee without Indemnitee’s prior written consent, which shall not be unreasonably withheld.

Procedure for Notification of Claim for Indemnification or Advancement. (a) Indemnitee will notify the Company AMPLUS in writing of any Proceeding with respect to which Indemnitee intends to seek indemnification or advancement of Expenses hereunder as soon as reasonably practicable following the receipt by Indemnitee of written notice thereof. Indemnitee thereof indemnitee will include in the written notification to the Company AMPLUS a description of the nature of the Proceeding and the allegations facts underlying the Proceeding and provide such documentation and information as is reasonably available to Indemnitee indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification following the final disposition of such Proceeding. Indemnitee’s 's failure to so notify the Company AMPLUS will not relieve the Company AMPLUS from any obligation it may have to Indemnitee under this Agreement, and any delay or defect in so notifying the Company AMPLUS will not constitute a waiver by Indemnitee of any rights under this Agreement. The Secretary of the Company AMPLUS will, promptly upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee indemnitee has requested indemnification or advancement. (b) The Company AMPLUS will be entitled to participate in the Proceeding at its own expense. Unless a Change of Control has occurred, providedand subject to the provisions of applicable policies of directors' and officers' liability insurance, that the Company will not AMPLUS shall also be entitled to assume or lead the defense thereof with counsel reasonably satisfactory to indemnitee; provided that if Indemnitee believes, after consultation with counsel selected by Indemnitee, that (a) the use of counsel chosen by AMPLUS to represent Indemnitee would present such Proceedings on Indemniteecounsel with an actual or potential conflict, (b) the named parties in any such Proceeding (including any impleaded parties) include both AMPLUS and indemnitee and Indemnitee shall conclude that there maybe one or more legal defenses available to Indemnitee that are different from or in addition to those available to AMPLUS, (c) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, or (d) Indemnitee has interests in the Proceeding or any claim, issue or matter therein that are different from or in addition to thoseof other persons against whom the claim in such Proceeding has been made or might reasonably be expected to be made, then Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Proceeding for allindemnitees in indemnitee’s behalf circumstances) at AMPLUS's expense. AMPLUS shall not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without Indemnitee’s AMPLUS's prior written consent. (c) The Company will not settle . AMPLUS shall not, without the prior written consent of indemnitee, effect any settlement of any Proceeding (in whole to which Indemnitee is, or in part) if could have been, a party unless such settlement would attribute solely involves the payment of money and includes a complete and unconditional release of Indemnitee from all liability on any claims that are the subject matter of such Proceeding. Neither AMPLUS nor Indemnitee shall unreasonably withhold its consent to any proposed settlement; provided that Indemnitee may withhold consent to any admission settlement that does not provide a complete and unconditional release of liability or impose any Expense, judgment, liability, fine, penalty or obligation or limitation on Indemnitee without Indemnitee’s prior written consent, which shall not be unreasonably withheld.indemnitee. made:

Procedure for Notification of Claim for Indemnification or Advancement. (a) Indemnitee will notify the Company in writing of any Proceeding with respect to which Indemnitee intends to seek indemnification or advancement of Expenses hereunder as soon as reasonably practicable following the receipt by Indemnitee of written notice thereof. Indemnitee will include in the written notification shall submit to the Company a description of the nature of the Proceeding and the allegations underlying the Proceeding and provide written request, including therein or therewith 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 such Proceeding, but in no case shall Indemnitee be required to convey any information that would cause Indemnitee to waive any privilege accorded by applicable law. Indemnitee’s failure to so notify the Company will not relieve the Company from any obligation it may have to Indemnitee under this Agreement, and any delay or defect in so notifying the Company will not constitute a waiver by Indemnitee of any rights under this Agreement. The Secretary of the Company will, promptly upon receipt of such a request for indemnificationindemnification or advancement, advise the Board in writing that Indemnitee has requested indemnification or advancement. (b) The Company will be entitled to participate in the Proceeding at its own expense, provided, that the Company will not be entitled to assume the defense of such Proceedings on Indemnitee’s behalf without Indemnitee’s prior written consent. (c) The Indemnitee agrees that counsel retained by Indemnitee will be a member of any approved list of panel counsel under the Company’s applicable directors’ and officers’ insurance policy, should the applicable policy provide for a panel of approved counsel and should such approved panel list comprise law firms with well-established reputations in the type of litigation at issue; provided, however, that the foregoing shall not prevent Indemnitee from retaining separate counsel for which the Company will shall not settle bear any Proceeding (in whole or in part) if such settlement would attribute responsibility to Indemnitee any admission of liability or impose any Expense, judgment, liability, fine, penalty or obligation or limitation on Indemnitee without Indemnitee’s prior written consent, which shall not be unreasonably withheldfor indemnification.

Procedure for Notification of Claim for Indemnification or Advancement. (a) Indemnitee will notify the Company in writing of any Proceeding with respect to which Indemnitee intends to seek indemnification or advancement of Expenses hereunder as soon as reasonably practicable following the receipt by Indemnitee of written notice thereof. Indemnitee will include in the written notification shall submit to the Company a description of the nature of the Proceeding and the allegations underlying the Proceeding and provide written request, including therein or therewith 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 such Proceeding. Indemnitee’s failure to so notify the Company will not relieve the Company from any obligation it may have to Indemnitee under this Agreement, and any delay or defect in so notifying the Company will not constitute a waiver by Indemnitee of any rights under this Agreement. The Secretary of the Company will, promptly upon receipt of such a request for indemnificationindemnification or advancement, advise the Board in writing that Indemnitee has requested indemnification or advancement. (b) The Company will be entitled to participate in the Proceeding at its own expense, provided, that the Company will not be entitled to assume the defense of such Proceedings on Indemnitee’s behalf without Indemnitee’s prior written consent. (c) The Indemnitee agrees that counsel retained by Indemnitee will be a member of any approved list of panel counsel under the Company’s applicable directors’ and officers’ insurance policy, should the applicable policy provide for a panel of approved counsel and should such approved panel list comprise law firms with well-established reputations in the type of litigation at issue; provided, however, that the foregoing shall not prevent Indemnitee from retaining separate counsel for which the Company will shall not settle bear any Proceeding (in whole or in part) if such settlement would attribute responsibility to Indemnitee any admission of liability or impose any Expense, judgment, liability, fine, penalty or obligation or limitation on Indemnitee without Indemnitee’s prior written consent, which shall not be unreasonably withheldfor indemnification.

Procedure for Notification of Claim for Indemnification or Advancement. (a) Indemnitee will notify the Company in writing of any Proceeding with respect to which Indemnitee intends to seek indemnification or advancement of Expenses hereunder as soon as reasonably practicable following the receipt by Indemnitee of written notice thereof. Indemnitee will include in the written notification to the Company a description of the nature of the Proceeding and the allegations facts underlying the Proceeding and provide 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 such Proceeding. Indemnitee’s failure to so notify the Company will not relieve the Company from any obligation it may have to Indemnitee under this Agreement, and any delay or defect in so notifying the Company will not constitute a waiver by Indemnitee of any rights under this Agreement. The Secretary of the Company will, promptly upon receipt of such a request for indemnificationindemnification or advancement, advise the Board in writing that Indemnitee has requested indemnification or advancement. (b) The Company will be entitled to participate in the Proceeding at its own expense, provided, that the Company will not be entitled to assume the defense of such Proceedings on Indemnitee’s behalf without Indemnitee’s prior written consent. (c) The Company will shall not settle any Proceeding (in whole or in part) if such settlement would attribute to Indemnitee any admission of liability or impose any ExpenseExpenses, judgment, liability, fine, penalty or obligation or limitation on Indemnitee in respect of which Indemnitee is not entitled to be indemnified hereunder without Indemnitee’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed.

Procedure for Notification of Claim for Indemnification or Advancement. (a) Unless the company is a co-defendant in any Proceeding, Indemnitee will notify the Company in writing of any Proceeding with respect to which Indemnitee intends to seek indemnification or advancement of Expenses hereunder as soon as reasonably practicable following the receipt by Indemnitee of written notice thereof. Indemnitee will include in the written notification to the Company a description of the nature of the Proceeding and the allegations facts underlying the Proceeding and provide such documentation and information as is reasonably available to Indemnitee Indemnitee, not otherwise in the control or possession of the Company, and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification following the final disposition of such Proceeding. Indemnitee’s failure to so notify the Company will not relieve the Company from any obligation it may have to Indemnitee under this Agreement, and any delay or defect in so notifying the Company will not constitute a waiver by Indemnitee of any rights under this Agreement. The Secretary of the Company will, promptly upon receipt of such a request for indemnificationindemnification or advancement, advise the Board in writing that Indemnitee has requested indemnification or advancement. (b) The Company will be entitled to participate in the Proceeding at its own expense, provided, that the Company will not be entitled to assume the defense of such Proceedings on Indemnitee’s behalf without Indemnitee’s prior written consent. (c) The Company will not settle any Proceeding (in whole or in part) if such settlement would attribute to Indemnitee any admission of liability or impose any Expense, judgment, liability, fine, penalty or obligation or limitation on Indemnitee without Indemnitee’s prior written consent, which shall not be unreasonably withheld.