Common use of Request for Indemnification and Indemnification Payments Clause in Contracts

Request for Indemnification and Indemnification Payments. Indemnitee shall notify the Company in writing of any matter with respect to which Indemnitee intends to seek indemnification hereunder promptly following receipt by the Indmennitee of written notice thereof, and such notice shall include a request for payment thereof by the Company and any other documentation or information as is reasonably available to Indemnitee and reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification following final disposition of the Proceeding (except for any such documentation or information that is privileged or otherwise protected from disclosure). The omission by Indemnitee to notify the Company hereunder will not relieve the Company from any liability which it may have to Indemnitee hereunder and any delay in so notifying the Company shall not constitute a waiver by Indemnity of any rights hereunder. Indemnification payments requested by Indemnitee under Section 2 hereof shall be made by the Company no later than 30 days after receipt of the written request of Indemnitee, unless a determination has been made pursuant to Section 6(c) that the Indemnitee is not entitled to indemnification pursuant to such request. Claims for advancement of Expenses shall be made under the provisions of Section 5 herein.

Appears in 1 contract

Sources: Indemnification Agreement (Misonix Inc)

Request for Indemnification and Indemnification Payments. Indemnitee shall notify the Company in writing promptly upon receiving notice of the issuance of any matter with Judgment or arbitral award or any demand or other requirement to make a payment of a Judgment or a tax in respect to of which Indemnitee intends to seek indemnification hereunder promptly following receipt by the Indmennitee of written notice thereof, and such notice shall include a request for payment thereof by the Company and any other documentation or information as is reasonably available to Indemnitee and reasonably necessary to determine whether and to what extent believes Indemnitee is entitled to indemnification following final disposition under the terms of this Agreement; provided, however, that the Proceeding (except for any such documentation or information that is privileged or otherwise protected from disclosure). The omission by failure of Indemnitee so to notify the Company hereunder will shall not relieve the Company from of any liability obligation which it may have to provide indemnification to Indemnitee hereunder and any delay in so notifying against such Judgment or tax under this Agreement or otherwise, unless the Company shall have been demonstrably and materially prejudiced by not constitute a waiver by Indemnity having notice of the issuance of any rights hereundersuch Judgment or arbitral award or any demand or other requirement under this Section 7(b). Indemnification payments requested by Indemnitee under Section 2 hereof shall be made by the Company no later than 30 days after receipt of the written request of Indemnitee, unless a determination has been made pursuant to Section 6(c) that the If Indemnitee is not determined to be entitled to indemnification pursuant to such request. Claims for advancement or payment of Expenses hereunder, then any amounts to which Indemnitee shall be made under the provisions of Section 5 hereinentitled shall be paid to Indemnitee with 20 days after such determination.

Appears in 1 contract

Sources: Indemnification Agreement (Gentiva Health Services Inc)