Common use of PROCEDURE FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION Clause in Contracts

PROCEDURE FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION. (a) Within sixty (60) days after the actual receipt by Indemnitee of notice that he or she is a party to or a participant (as a witness or otherwise) in any Proceeding, Indemnitee shall submit to the Company a written notice identifying the Proceeding. The omission by Indemnitee to notify the Company will not relieve the Company from any liability which it may have to Indemnitee (i) otherwise than under this Agreement and (ii) under this Agreement unless and only to the extent that the Company can establish that such omission to notify resulted in actual prejudice to the Company. (b) Indemnitee shall thereafter deliver to the Company a written application to indemnify Indemnitee in accordance with this Agreement. Such application(s) may be delivered from time to time and at such time(s) as Indemnitee deems appropriate in his or her sole discretion. Following such a written application for indemnification by Indemnitee, Indemnitee’s entitlement to indemnification shall be determined in accordance with Section 11(a) of this Agreement.

Appears in 15 contracts

Samples: Indemnification Agreement (Evoke Pharma Inc), Indemnification Agreement (Puma Biotechnology, Inc.), Indemnification Agreement (Sorrento Therapeutics, Inc.)

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PROCEDURE FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION. (a) Within sixty (60) days after the actual receipt by Indemnitee of notice that he or she is a party to or a participant (as a witness or otherwise) in any Proceeding, Indemnitee shall submit to the Company a written notice identifying the Proceeding. The omission by the Indemnitee to notify the Company will not relieve the Company from any liability which it may have to Indemnitee (i) otherwise than under this Agreement Agreement, and (ii) under this Agreement unless and only to the extent that the Company can establish that such omission to notify resulted in actual prejudice to the Company. (b) Indemnitee shall thereafter deliver to the Company a written application to indemnify Indemnitee in accordance with this Agreement. Such application(s) may be delivered from time to time and at such time(s) as Indemnitee deems appropriate in his or her sole discretion. Following such a written application for indemnification by Indemnitee, the Indemnitee’s 's entitlement to indemnification shall be determined in accordance with according to Section 11(a) of this Agreement.

Appears in 13 contracts

Samples: Annual Report, Indemnity Agreement (Carriage Services Inc), Indemnity Agreement (Carriage Services Inc)

PROCEDURE FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION. (a) Within sixty (60) days after the actual receipt by Indemnitee of notice that he or she is a party to or a participant (as a witness or otherwise) in any Proceeding, Indemnitee shall submit to the Company a written notice identifying the Proceeding. The omission by the Indemnitee to notify the Company will not relieve the Company from any liability which it may have to Indemnitee (i) otherwise than under this Agreement Agreement, and (ii) under this Agreement unless and only to the extent that the Company can establish that such omission to notify resulted in actual prejudice to the Company. (b) Indemnitee shall thereafter deliver to the Company a written application to indemnify Indemnitee in accordance with this Agreement. Such application(s) may be delivered from time to time and at such time(s) as Indemnitee deems appropriate in his or her sole discretion. Following such a written application for indemnification by Indemnitee, the Indemnitee’s entitlement to indemnification shall be determined in accordance with according to Section 11(a) of this Agreement.

Appears in 6 contracts

Samples: Indemnity Agreement (Carriage Services Inc), Indemnity Agreement (Carriage Services Inc), Indemnification Agreement (Carriage Services Inc)

PROCEDURE FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION. (a) Within sixty forty-five (6045) days after the actual receipt by Indemnitee of notice that he or she is a party to or a participant (as a witness or otherwise) in any Proceeding, Indemnitee shall submit to the Company a written notice identifying the Proceeding. The omission by the Indemnitee to notify the Company will not relieve the Company from any liability which it may have to Indemnitee (i) otherwise than under this Agreement Agreement, and (ii) under this Agreement unless and only to the extent that the Company can establish that such omission to notify resulted in actual prejudice to the Company. (b) Indemnitee shall thereafter deliver to the Company a written application to indemnify Indemnitee in accordance with this Agreement. Such application(s) may be delivered from time to time and at such time(s) as Indemnitee deems appropriate in his or her sole discretion. Following such a written application for indemnification by Indemnitee, the Indemnitee’s 's entitlement to indemnification shall be determined in accordance with according to Section 11(a9(a) of this Agreement.

Appears in 4 contracts

Samples: Indemnification Agreement (Stamford Industrial Group, Inc.), Indemnification Agreement (Armor Holdings Inc), Indemnification Agreement (Clarus Corp)

PROCEDURE FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION. (a) Within sixty (60) days after the actual receipt by Indemnitee of notice that he or she is a party to or a participant (as a witness or otherwise) in any Proceeding, Indemnitee shall submit to the Company a written notice identifying the Proceeding. The omission by Indemnitee to notify the Company will not relieve the Company from any liability which it may have to Indemnitee (i) otherwise than under this Agreement and (ii) under this Agreement unless and only to the extent that the Company can establish that such omission to notify resulted in actual prejudice to the Company. (b) Indemnitee shall thereafter deliver to the Company a written application to indemnify Indemnitee in accordance with this Agreement. Such application(s) may be delivered from time to time and at such time(s) as Indemnitee deems appropriate in his or her sole discretion. Following such a written application for indemnification by Indemnitee, Indemnitee’s 's entitlement to indemnification shall be determined in accordance with Section 11(a) of this Agreement.

Appears in 4 contracts

Samples: Indemnification Agreement (Gen Probe Inc), Indemnification Agreement (Cancervax Corp), Indemnification Agreement (Santarus Inc)

PROCEDURE FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION. (a) Within sixty (60) days after the actual receipt by Indemnitee of notice that he or she is a party to or a participant (as a witness or otherwise) in any Proceeding, Indemnitee shall submit to the Company a written notice identifying the Proceeding. The omission by Indemnitee to notify the Company will not relieve the Company from any liability which it may have to Indemnitee (i) otherwise than under this Agreement and (ii) under this Agreement unless and only to the extent that the Company can establish that such omission to notify resulted in actual prejudice to the Company. (b) Indemnitee shall thereafter deliver to the Company a written application to indemnify Indemnitee in accordance with this Agreement. Such application(s) may be delivered from time to time and at such time(s) as Indemnitee deems appropriate in his or her sole discretion. Following such a written application for indemnification by Indemnitee, Indemnitee’s entitlement to indemnification shall be determined in accordance with Section 11(a) of this Agreement.

Appears in 4 contracts

Samples: General Release of Claims (Zogenix, Inc.), General Release of Claims (Zogenix, Inc.), Employment Agreement (Somaxon Pharmaceuticals, Inc.)

PROCEDURE FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION. (a) Within sixty (60) days after the actual receipt by Indemnitee of notice that he or she is a party to or a participant (as a witness or otherwise) in any Proceeding, Indemnitee shall submit to the Company a written notice identifying the Proceeding. The omission by Indemnitee to notify the Company will not relieve the Company from any liability which it may have to Indemnitee (i) otherwise than under this Agreement and (ii) under this Agreement unless and only except to the extent that the Company can establish that such omission to notify resulted in actual prejudice to the Company. (b) Indemnitee shall thereafter deliver to the Company a written application to indemnify Indemnitee in accordance with this Agreement. Such application(s) may be delivered from time to time and at such time(s) as Indemnitee deems appropriate in his or her sole discretion. Following such a written application for indemnification by Indemnitee, Indemnitee’s entitlement to indemnification shall be determined in accordance with Section 11(a) of this Agreement.

Appears in 3 contracts

Samples: Executive Employment Agreement (Lee Samuel Sang-Bum), Indemnification Agreement (Design Within Reach Inc), Executive Employment Agreement (Topper Alexa)

PROCEDURE FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION. (a) Within sixty (60) days after the actual receipt by Indemnitee of notice that he or she is a party to or a participant (as a witness or otherwise) in any Proceeding, Indemnitee shall submit to the Company a written notice identifying the Proceeding. The omission by Indemnitee to notify the Company will not relieve the Company from any liability which it may have to Indemnitee Indemnitee (i) otherwise than under this Agreement and (ii) under this Agreement unless and only except to the extent that the Company can establish that such omission to notify resulted in actual prejudice to the Company. (b) Indemnitee shall thereafter deliver to the Company a written application to indemnify Indemnitee in accordance with this Agreement. Such application(s) may be delivered from time to time and at such time(s) as Indemnitee deems appropriate in his or her sole discretion. Following such a written application for indemnification by Indemnitee, Indemnitee’s entitlement to indemnification shall be determined in accordance with Section 11(a) of this Agreement.

Appears in 2 contracts

Samples: Indemnification Agreement (Prospect Medical Holdings Inc), Indemnification Agreement (Prospect Medical Holdings Inc)

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PROCEDURE FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION. (a) Within sixty (60) days after the actual receipt by Indemnitee of notice that he or she is a party to or a participant (as a witness or otherwise) or otherwise involved in any Proceeding, Indemnitee shall submit to the Company a written notice identifying the Proceeding. The omission failure by Indemnitee to so notify the Company will not relieve the Company from any liability which it may have to Indemnitee (i) otherwise than under this Agreement and (ii) under this Agreement unless and only or otherwise, except to the extent that the Company can establish that such omission failure to notify resulted in actual prejudice to the Company. (b) Indemnitee shall thereafter deliver to the Company a written application to indemnify Indemnitee in accordance with this Agreement. Such application(s) may be delivered from time to time and at such time(s) as Indemnitee deems appropriate in his or her sole discretion. Following such a written application for indemnification by Indemnitee, Indemnitee’s entitlement to indemnification shall be determined in accordance with promptly according to Section 11(a) of this Agreement.

Appears in 2 contracts

Samples: Indemnification Agreement (Heritage-Crystal Clean, Inc.), Indemnity Agreement (Orbitz Worldwide, Inc.)

PROCEDURE FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION. (a) Within sixty (60) days after the actual receipt by Indemnitee of notice that he or she is a party to or a participant (as a witness or otherwise) in any Proceeding, Indemnitee shall submit to the Company a written notice identifying the Proceeding. The omission by Indemnitee to notify the Company will not relieve the Company from any liability which it may have to Indemnitee (i) otherwise than under this Agreement and (ii) under this Agreement unless and only to the extent that the Company can establish that such omission to notify resulted in actual prejudice to the Company. (b) Indemnitee shall thereafter deliver to the Company a written application to indemnify Indemnitee in accordance with this Agreement. Such application(s) may be delivered from time to time and at such time(s) as Indemnitee deems appropriate in his or her sole discretion. Following such a written application for indemnification by Indemnitee, Indemnitee’s 's entitlement to indemnification shall be determined in accordance with Section 11(a) of this Agreement.

Appears in 2 contracts

Samples: Indemnification Agreement (Somaxon Pharmaceuticals, Inc.), Indemnification Agreement (Websidestory Inc)

PROCEDURE FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION. (a) Within sixty (60) days after the actual receipt by the Indemnitee of notice that he or she is a party to or a participant (as a witness or otherwise) in any Proceeding, the Indemnitee shall submit to the Company a written notice identifying the Proceeding. The omission by the Indemnitee to notify the Company will not relieve the Company from any liability which it may have to the Indemnitee (i) otherwise than under this Agreement and (ii) under this Agreement unless and only to the extent that the Company can establish that such omission to notify resulted in actual prejudice to the Company. (b) The Indemnitee shall thereafter deliver to the Company a written application to indemnify the Indemnitee in accordance with this Agreement. Such application(s) may be delivered from time to time and at such time(s) as the Indemnitee deems appropriate in his or her sole discretion. Following such a written application for indemnification by the Indemnitee, the Indemnitee’s entitlement to indemnification shall be determined in accordance with Section 11(a) of this Agreement.

Appears in 1 contract

Samples: Indemnification Agreement (ChemoCentryx, Inc.)

PROCEDURE FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION. (a) Within sixty (60) days after the actual receipt by Indemnitee of notice that he or she is a party to or a participant (as a witness or otherwise) in any Proceeding, Indemnitee shall submit to the Company a written notice identifying the Proceeding. The omission by Indemnitee to notify the Company will not relieve the Company from any liability which it may have to Indemnitee (i) otherwise than under this Agreement and (ii) under this Agreement unless and only except to the extent that the Company can establish that such omission to notify resulted in actual prejudice to the Company. (b) Indemnitee shall thereafter deliver to the Company a written application to indemnify Indemnitee in accordance with this Agreement. Such application(s) may be delivered from time to time and at such time(s) as Indemnitee deems appropriate in his or her sole discretion. Following such a written application for indemnification by Indemnitee, Indemnitee’s 's entitlement to indemnification shall be determined in accordance with Section 11(a) of this Agreement.

Appears in 1 contract

Samples: Indemnification Agreement (Odimo INC)

PROCEDURE FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION. (a) Within sixty thirty (6030) days after the actual receipt by Indemnitee of notice that he or she is a party to or a participant (as a witness or otherwise) in any Proceeding, Indemnitee shall submit to the Company a written notice identifying the Proceeding. The omission by Indemnitee to notify the Company will not relieve the Company from any liability which it may have to Indemnitee (i) otherwise than under this Agreement and (ii) under this Agreement unless and only except to the extent that the Company can establish that such omission to notify resulted in actual prejudice to the Company. (b) Indemnitee shall thereafter deliver to the Company a written application to indemnify Indemnitee in accordance with this Agreement. Such application(s) may be delivered from time to time and at such time(s) as Indemnitee deems appropriate in his or her sole discretion. Following such a written application for indemnification by Indemnitee, Indemnitee’s entitlement to indemnification shall be determined in accordance with Section 11(a) of this Agreement.

Appears in 1 contract

Samples: Indemnification Agreement (Northwestern Corp)

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