376 Indemnification Procedure; Determination of Right to Indemnification Clause Examples for Any Agreement
This clause outlines the process by which a party seeks indemnification and how it is determined whether they are entitled to such protection. It typically specifies the steps for notifying the indemnifying party of a claim, the required documentation, and the timeline for response or defense. For example, it may require the indemnified party to promptly inform the indemnifier of any third-party claims and allow the indemnifier to assume the defense. The core function of this clause is to ensure a clear, fair, and orderly process for handling indemnification claims, thereby reducing disputes and uncertainty over responsibilities.
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Indemnification Procedure; Determination of Right to Indemnification. (a) Promptly after receipt by the Indemnitee of notice of the commencement of any Proceeding, the Indemnitee shall, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement thereof in writing. The omission to so notify the Company, however, shall not relieve it from any liability which it may have to the Indemnitee otherwise than under this Agreement.
(b) If a claim for indemnification or advances under this Agreement is not paid by the Company within thirty (30) days of receipt of written notice, the rights provided by this Agreement shall be enforceable by the Indemnitee in any court of competent jurisdiction. The burden of proving by clear and convincing evidence that indemnification or advances are not appropriate shall be on the Company. Neither the failure of the directors or stockholders of the Company or its independent legal counsel to have made a determination prior to the commencement of such action that indemnification or advances are proper in the circumstances because the Indemnitee has met the applicable standard of conduct, if any, nor an actual determination by the directors or shareholders of the Company or independent legal counsel that the Indemnitee has not met the applicable standard of conduct, shall be a defense to the action or create a presumption for the purpose of an action that the Indemnitee has not been the applicable standard of conduct.
(c) The Indemnitee's Expenses incurred in connection with any Proceeding concerning his/her right to indemnification or advances in whole or part pursuant to this Agreement shall also be indemnified by the Company regardless of the outcome of such Proceeding.
(d) With respect to any Proceeding for which indemnification is requested, the Company will be entitled to participate therein at its own expense and, except as otherwise provided below, to the extent that it may wish, the Company may assume the defense thereof, with counsel satisfactory to the Indemnitee. After notice from the Company to the Indemnitee of its election to assume the defense of a Proceeding, the Company will not be liable to the Indemnitee for any Expenses subsequently incurred by the Indemnitee in connection with the defense thereof, other than as provided below. The Company shall not settle any Proceeding in any manner which would impose any penalty or limitation on the Indemnitee without the Indemnitee's written consent. The Indemnitee shall have the ...
Indemnification Procedure; Determination of Right to Indemnification. (a) Promptly after receipt by the Indemnitee of notice of the commencement of any Proceeding, the Indemnitee shall, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement thereof in writing. The omission to so notify the Company, however, shall not relieve it from any liability which it may have to the Indemnitee otherwise than under this Agreement.
(b) If a claim for indemnification or advances under this Agreement is not paid by the Company within thirty (30) days of receipt of written notice, the rights provided by this Agreement shall be enforceable by the Indemnitee in any court of competent jurisdiction. The burden of proving by clear and convincing evidence that indemnification or advances are not appropriate shall be on the Company. Neither the failure of the directors or stockholders of the Company or its independent legal counsel to have made a determination prior to the commencement of such action that indemnification or advances are proper in the
Indemnification Procedure; Determination of Right to Indemnification. Promptly after receipt by Executive of notice of the commencement of any Proceeding with respect to which Executive intends to claim indemnification or advancement of Expenses pursuant to these indemnity provisions, Executive will notify Employer of the commencement thereof. The omission to so notify Employer will not relieve Employer from any liability which it may have to Executive under these indemnity provisions or otherwise.
Indemnification Procedure; Determination of Right to Indemnification. Promptly after receipt by the Indemnitee of notice of the commencement of any Proceeding, the Indemnitee will, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement thereof. The omission so to notify the Company will not relieve it from any liability which it may have to the Indemnitee under this Agreement or otherwise. (b) If a claim under this Agreement is not paid by the Company within thirty (30) days of receipt of written notice, the right
Indemnification Procedure; Determination of Right to Indemnification. (a) PROMPTLY AFTER RECEIPT BY THE INDEMNITEE OF WRITTEN NOTICE OF THE COMMENCEMENT OF ANY PROCEEDING, THE INDEMNITEE WILL, IF A CLAIM IN RESPECT THEREOF IS TO BE MADE AGAINST THE COMPANY UNDER THIS AGREEMENT, NOTIFY THE COMPANY OF THE COMMENCEMENT THEREOF. THE OMISSION SO TO NOTIFY THE COMPANY (i) WILL RELIEVE THE COMPANY FROM ANY LIABILITY WHICH THE COMPANY MAY HAVE TO THE INDEMNITEE UNDER THIS AGREEMENT ONLY TO THE EXTENT THAT THE COMPANY IS ABLE TO ESTABLISH THAT ITS ABILITY TO AVOID SUCH LIABILITY WAS MATERIALLY PREJUDICED BY SUCH OMISSION, AND (ii) WILL NOT RELIEVE THE COMPANY FROM ANY LIABILITY WHICH IT MAY HAVE TO THE INDEMNITEE OTHERWISE THAN UNDER THIS AGREEMENT.
(b) IF A CLAIM UNDER THIS AGREEMENT IS NOT PAID BY THE COMPANY WITHIN THIRTY (30) DAYS OF RECEIPT OF WRITTEN NOTICE, THE RIGHT TO INDEMNIFICATION AS PROVIDED BY THIS AGREEMENT SHALL BE ENFORCEABLE BY THE INDEMNITEE IN ANY COURT OF COMPETENT JURISDICTION. THE BURDEN OF PROVING BY CLEAR AND CONVINCING EVIDENCE THAT THE RIGHT TO INDEMNIFICATION OR ADVANCEMENT OF EXPENSES ARE NOT APPROPRIATE SHALL BE ON THE COMPANY. NEITHER THE FAILURE OF THE DIRECTORS OR SHAREHOLDERS OF THE COMPANY OR INDEPENDENT LEGAL COUNSEL TO HAVE MADE A DETERMINATION PRIOR TO THE COMMENCEMENT OF SUCH ACTION THAT THE RIGHT TO INDEMNIFICATION OR ADVANCEMENT OF EXPENSES ARE PROPER IN THE CIRCUMSTANCES BECAUSE THE INDEMNITEE HAS MET THE APPLICABLE STANDARD OF CONDUCT, NOR AN ACTUAL DETERMINATION BY THE DIRECTORS OR SHAREHOLDERS OF THE COMPANY OR INDEPENDENT LEGAL COUNSEL THAT THE INDEMNITEE HASN'T MET SUCH APPLICABLE STANDARD OF CONDUCT, SHALL BE A DEFENSE TO THE ACTION OR CREATE A PRESUMPTION THAT THE INDEMNITEE HAS NOT MET THE APPLICABLE STANDARD OF CONDUCT.
Indemnification Procedure; Determination of Right to Indemnification. (a) Promptly after receipt by the Indemnitee of notice of the commencement of any Proceeding, the Indemnitee shall, if a
Indemnification Procedure; Determination of Right to Indemnification. (a) Promptly after receipt by the Indemnitee of notice of the commencement of any Proceeding, the Indemnitee shall, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement thereof in writing. The omission to so notify the Company will not relieve it from any liability which it may have to the Indemnitee otherwise than under this Agreement.