Common use of INDEMNIFICATION REVIEW PROCEDURE Clause in Contracts

INDEMNIFICATION REVIEW PROCEDURE. Within five (5) days of the occurrence of a Termination Event, Indemnitee shall provide written notice to the Company of the Termination Event (the "Termination Event Notice"). In the Event that Indemnitee has been successful on the merits or otherwise in defense of the Indemnifiable Event, indemnification by the Company of Indemnitee shall be mandatory. In the event that Indemnitee loses a judgement on the merits or otherwise in defense of the Indemnifiable Event, or where there is no judicial determination of the actual merits of the defense raised, whether due to settlement, dismissal of the Complaint before trial, or upon a plea of nolo contendere or its equivalent, the Company shall submit the Termination Event Notice to the applicable Reviewing Party (as set forth below). The Reviewing Party shall make a determination whether or not Indemnitee is entitled to be indemnified pursuant to this Agreement and applicable law (the "Indemnification Determination"). The Indemnification Determination shall be made within twenty- five (25) days of the receipt of the Termination Event Notice. In connection with any Indemnification Determination, the burden of proof shall be on the Company.

INDEMNIFICATION REVIEW PROCEDURE. Within five (5) days of the occurrence of a Termination Event, Indemnitee shall provide written notice to the Company of the Termination Event (the "“Termination Event Notice"”). In the Event that Indemnitee has been successful on the merits or otherwise in defense of the Indemnifiable Event, indemnification by the Company of Indemnitee shall be mandatory. In the event that Indemnitee lndemnitee loses a judgement on the merits or otherwise in defense of the Indemnifiable Event, or where there is no judicial determination of the actual merits of the defense raised, whether due to settlement, dismissal of the Complaint before trial, or upon a plea of nolo contendere or its equivalent, the Company shall submit the Termination Event Notice to the applicable Reviewing Party (as set forth below). The Reviewing Party shall make a determination whether or not Indemnitee is entitled to be indemnified pursuant to this Agreement and applicable law (the "“Indemnification Determination"”). The Indemnification Determination shall be made within twenty- twenty-five (25) days of the receipt of the Termination Event Notice. In connection with any Indemnification Determination, the burden of proof shall be on the Company.