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 is requested to be a participant in (as a witness or otherwise) any Proceeding, Indemnitee shall submit to the Company a written notice identifying the Proceeding. The failure by the Indemnitee to notify the Company within such 60-day period 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, provided that if the Company can establish that such failure to notify the Company in a timely manner resulted in actual prejudice to the Company, then the Company will be relieved from liability under this Agreement only to the extent of such actual prejudice. (b) Indemnitee shall at the time of giving such notice pursuant to Section 10(a) or thereafter deliver to the Company a written application for indemnification. Such application may be delivered at such time as Indemnitee deems appropriate in his or her sole discretion. Following delivery of such a written application for indemnification by Indemnitee, the Indemnitee’s entitlement to indemnification shall be determined promptly according to Section 11(a) of this Agreement and the outcome of such determination shall be reported to Indemnitee in writing within forty-five (45) days of the submission of such application.

PROCEDURE FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION. (a) Within sixty (60) days after the actual receipt by Indemnitee of written notice that he or she is a party to or is requested to be a participant in (as a witness or otherwise) any Proceeding, Indemnitee shall submit to the Company a written notice identifying the Proceeding. The failure by the Indemnitee to notify the Company within such 60-day period will not relieve the Company from any liability which it may have to Indemnitee (i) otherwise other than under this Agreement, and (ii) under this Agreement, provided that if the Company can establish that such failure to notify the Company in a timely manner resulted in actual prejudice to the Company, then the Company will be relieved from liability under this Agreement only to the extent of such actual prejudice. (b) Indemnitee shall at the time of giving such notice pursuant to Section 10(a11(a) or thereafter deliver to the Company a written application for indemnification. Such application may be delivered at such time as Indemnitee deems appropriate in his or her sole discretion. Following delivery of such a written application for indemnification by Indemnitee, the Indemnitee’s entitlement to indemnification shall be determined promptly according to Section 11(a12(a) of this Agreement and the outcome of such determination shall be reported to Indemnitee in writing within forty-five (45) days of the submission of such application.

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 agrees to or is requested to be a participant in (as a witness or otherwise) any Proceeding, Indemnitee shall submit to notify promptly the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification or hold harmless rights, or advancement of Expenses covered hereunder. The written notification shall include a written notice identifying description of the nature of the Proceeding and the facts underlying the Proceeding. The failure by the of Indemnitee to so notify the Company within such 60-day period will shall not relieve the Company from of any liability obligation which it may have to the Indemnitee (i) otherwise than under this Agreement, and (ii) under this Agreement, provided that if the Company can establish that such failure to notify the Company in a timely manner resulted in actual prejudice to the Company, then the Company will be relieved from liability under this Agreement only to the extent of such actual prejudiceor otherwise. (b) To obtain indemnification under this Agreement, Indemnitee shall at the time of giving such notice pursuant to Section 10(a) or thereafter deliver to the Company a written application for indemnificationto indemnify and hold harmless Indemnitee, 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 action, suit or proceeding, in accordance with this Agreement. Such application application(s) may be delivered from time to time and at such time time(s) as Indemnitee deems appropriate in his or her sole discretion. Following delivery of such a written application for indemnification by Indemnitee, the Indemnitee’s entitlement to indemnification shall be determined promptly according to Section 11(a12(a) of this Agreement and the outcome of such determination shall be reported to Indemnitee in writing within forty-five (45) days of the submission of such applicationAgreement.

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 is requested to be a participant in (as a witness or otherwise) any Proceeding, Indemnitee shall submit to the Company a written notice identifying the Proceeding. The failure by the Indemnitee to notify the Company within such 60-day period 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, provided that if the Company can establish that such failure to notify the Company in a timely manner resulted in actual prejudice to the Company, then the Company will be relieved from liability under this Agreement only to the extent of such actual prejudice. (b) Indemnitee shall at the time of giving such notice pursuant to Section 10(a) or thereafter deliver to the Company a written application for indemnification. Such application may be delivered at such time as Indemnitee deems appropriate in his or her sole discretion. Following delivery of such a written application for indemnification by Indemnitee, the IndemniteeIndernnitee’s entitlement to indemnification shall be determined promptly according to Section 11(a) of this Agreement and the outcome of such determination shall be reported to Indemnitee in writing within forty-five (45) days of the submission of such application.

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 is requested to be a participant in (as a witness or otherwise) any Proceeding, Indemnitee shall submit to the Company a written notice identifying the Proceeding. The failure by the Indemnitee to notify the Company within such 60-day period 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, provided that if the Company can establish that such failure to notify the Company in a timely manner resulted in actual prejudice to the Company, then the Company will be relieved from liability under this Agreement only to the extent of such actual prejudice. (b) Indemnitee shall at the time of giving such notice pursuant to Section 10(a) or thereafter deliver to the Company a written application for indemnification. Such application may be delivered at such time as Indemnitee deems appropriate in his or her sole discretion. Following delivery of such a written application for indemnification by Indemnitee, the Indemnitee’s 's entitlement to indemnification shall be determined promptly according to Section 11(a) of this Agreement and the outcome of such determination shall be reported to Indemnitee in writing within forty-five sixty (4560) days of the submission of such application.

PROCEDURE FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION. 11.1 Indemnitee shall notify the Company in writing as soon as reasonably practicable (a) Within sixty after being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or (60b) days if the Company has not been previously notified, after the actual receipt of written notice of any other matter with respect to which Indemnitee intends to seek indemnification under Sections 3.1, 4.1 or 6.1 or advancement of expenses under Section 10.1. The omission by Indemnitee of notice that he or she is a party to or is requested to be a participant in (as a witness or otherwise) any Proceeding, Indemnitee shall submit to the Company a written notice identifying the Proceeding. The failure by the Indemnitee to so notify the Company within such 60-day period will shall not relieve the Company from any liability which it may have to Indemnitee (i) otherwise than under this Agreement, Agreement except and (ii) under this Agreement, provided that if only to the extent the Company can establish that such failure omission to notify the Company in a timely manner resulted in actual material prejudice to the Company, then the Company will be relieved from liability or (ii) otherwise than under this Agreement only to the extent of such actual prejudiceAgreement. (b) 11.2 Indemnitee shall at the time of giving such notice pursuant to Section 10(a) or may thereafter deliver to the Company a written application request for indemnification. Such application may be delivered indemnification pursuant to this Agreement at such time and from time to time as Indemnitee deems appropriate in his or her sole discretion, which request shall also be deemed a request for advancement of expenses under Section 10.1. Following delivery of such a written application for indemnification by Indemniteerequest, the Indemnitee’s entitlement to indemnification shall be determined promptly according to Section 11(a) of this Agreement and the outcome of such determination shall be reported to Indemnitee in writing within forty-five (45) days of the submission of such application12.1.

PROCEDURE FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION. (a) Within sixty (60) days after Indemnitee agrees to notify promptly the actual receipt by Indemnitee Companies in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification, hold harmless or exoneration rights or advancement of notice that he or she is a party to or is requested to be a participant in (as a witness or otherwise) any Proceeding, Indemnitee shall submit to the Company a written notice identifying the ProceedingExpenses covered hereunder. The failure by the of Indemnitee to so notify the Company within such 60-day period will Companies shall not relieve the Company from Companies of any liability obligation which it may have to Indemnitee (i) otherwise than under this Agreement, or otherwise, and (ii) any delay in so notifying the Companies shall not constitute a waiver by Indemnitee of any rights under this Agreement, provided that if the Company can establish that such failure to notify the Company in a timely manner resulted in actual prejudice to the Company, then the Company will be relieved from liability under this Agreement only to the extent of such actual prejudice. (b) Indemnitee shall at the time of giving such notice pursuant to Section 10(a) or thereafter may deliver to the Company Companies a written application for indemnificationto indemnify, hold harmless or exonerate Indemnitee in accordance with this Agreement. Such application application(s) may be delivered from time to time and at such time time(s) as Indemnitee deems appropriate in his or her Indemnitee’s sole discretion. Following delivery of such a written application for indemnification by Indemnitee, the Indemnitee’s entitlement to indemnification shall be determined promptly according to Section 11(a8(a) of this Agreement and the outcome of such determination shall be reported to Indemnitee in writing within forty-five (45) days of the submission of such application.Agreement

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 is requested to be a participant in (as a witness or otherwise) any Proceeding, Indemnitee shall submit to the Company a written notice identifying the Proceeding. The failure by the Indemnitee to notify the Company within such 60-day period will not relieve the Company from any liability which it may have to Indemnitee (i) otherwise than under this Agreement, and (ii) under this AgreementAgreement except, provided that if and only to the extent that, the Company can establish that such failure to notify the Company in a timely manner resulted in actual prejudice to the Company, then the Company will be relieved from liability under this Agreement only to the extent of such actual prejudice. (b) Indemnitee shall at the time of giving such notice pursuant to Section 10(a) or thereafter deliver to the Company a written application for indemnification. Such application may be delivered at such time as Indemnitee deems appropriate in his or her sole discretion. Following delivery of such a written application for indemnification by Indemnitee, the Indemnitee’s 's entitlement to indemnification shall be determined promptly according to Section 11(a) of this Agreement and the outcome of such determination shall be reported to Indemnitee in writing within forty-five (45) days of the submission of such application.

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 is requested to be a participant in (as a witness or otherwise) in any Proceeding, Indemnitee shall submit to the Company a written notice identifying the Proceeding. The failure omission by the Indemnitee to notify the Company within such 60-day period 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, provided that if Agreement only to the extent the Company can establish that such failure omission to notify the Company in a timely manner resulted in actual prejudice to the Company, then the Company will be relieved from liability under this Agreement only to the extent of such actual prejudice. (b) Indemnitee shall at the time of giving such notice pursuant to Section 10(a) or thereafter deliver to the Company a written application for indemnificationto indemnify Indemnitee in accordance with this Agreement. Such application application(s) may be delivered from time to time and at such time time(s) as Indemnitee deems appropriate in his or her sole discretion. Following delivery of such a written application for indemnification by Indemnitee, the Indemnitee’s entitlement to indemnification shall be determined promptly according to Section 11(a9(a) of this Agreement and the outcome of such determination shall be reported to Indemnitee in writing within forty-five (45) days of the submission of such applicationAgreement.

PROCEDURE FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION. 11.1 Indemnitee shall notify the Company in writing as soon as reasonably practicable (a) Within sixty after being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or (60b) days if the Company has not been previously notified, after the actual receipt of written notice of any other matter with respect to which Indemnitee intends to seek indemnification under Sections 3.1, 4.1 or 6.1 or advancement of expenses under Section 10.1. The omission by Indemnitee of notice that he or she is a party to or is requested to be a participant in (as a witness or otherwise) any Proceeding, Indemnitee shall submit to the Company a written notice identifying the Proceeding. The failure by the Indemnitee to so notify the Company within such 60-day period will shall not relieve the Company from any liability which it may have to Indemnitee (i) otherwise than under this Agreement, Agreement except and (ii) under this Agreement, provided that if only to the extent the Company can establish that such failure omission to notify the Company in a timely manner resulted in actual material prejudice to the Company, then the Company will be relieved from liability or (ii) otherwise than under this Agreement only to the extent of such actual prejudiceAgreement. (b) 11.2 Indemnitee shall at the time of giving such notice pursuant to Section 10(a) or may thereafter deliver to the Company a written application request for indemnification. Such application may be delivered indemnification pursuant to this Agreement at such time and from time to time as Indemnitee deems appropriate in his or her sole discretion, which request shall also be deemed a request for advancement of expenses under Section 10.1. Following delivery of such a written application for indemnification by Indemniteerequest, the Indemnitee’s entitlement to indemnification shall be determined promptly according to Section 11(a) 12.1. 7 Form of this Agreement and the outcome of such determination shall be reported to Indemnitee in writing within forty-five (45) days of the submission of such application.Allied Nevada Gold Corp. Indemnification Agreement

PROCEDURE FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION. (a) Within sixty (60) days after the actual receipt by Indemnitee of written notice that he or she is a party to or is requested to be a participant in (as a witness or otherwise) any Proceeding, Indemnitee shall submit to the Company a written notice identifying the Proceeding. The failure by the Indemnitee to notify the Company within such 60-day period will not relieve the Company from any liability which it may have to Indemnitee (i) otherwise other than under this Agreement, and (ii) under this Agreement, provided that if the Company can establish that such failure to notify the Company in a timely manner resulted in actual prejudice to the Company, then the Company will be relieved from liability under this Agreement only to the extent of such actual prejudice. (b) Indemnitee shall at the time of giving such notice pursuant to Section 10(a11(a) or thereafter deliver to the Company a written application for indemnification. Such application may be delivered at such time as Indemnitee deems appropriate in his or her sole discretion. Following delivery of such a written application for indemnification by Indemnitee, the Indemnitee’s 's entitlement to indemnification shall be determined promptly according to Section 11(a12(a) of this Agreement and the outcome of such determination shall be reported to Indemnitee in writing within forty-five (45) days of the submission of such application.

PROCEDURE FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION. (a) Within sixty (60) days after the actual receipt by Indemnitee being served with any summons, citation, subpoena, complaint, indictment, inquiry, information or other document relating to any Proceeding or matter which may be subject to indemnification, hold harmless or exoneration rights under this Agreement, or advancement of notice that he or she is a party to or is requested to be a participant in (as a witness or otherwise) any ProceedingExpenses covered hereby, Indemnitee shall submit to the Company a written notice identifying the Proceeding. The failure omission by the Indemnitee to notify the Company within such 60-day period 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, provided that if Agreement unless and only to the extent the Company can establish that such failure omission to notify the Company in a timely manner resulted in actual prejudice to the Company, then the Company will be relieved from liability under this Agreement only to the extent of such actual prejudice. (b) Indemnitee shall at the time of giving such notice pursuant to Section 10(a) or may thereafter deliver to the Company a written application for indemnificationto indemnify, hold harmless and exonerate Indemnitee in accordance with this Agreement. Such application application(s) may be delivered from time to time and at such time time(s) as Indemnitee deems appropriate in his or her sole discretion. Following delivery of such a written application for indemnification by Indemnitee, the Indemnitee’s entitlement to such indemnification shall be determined promptly according to Section 11(a) of this Agreement and the outcome of such determination shall be reported to Indemnitee in writing within forty-five (45) days of the submission of such applicationAgreement.

PROCEDURE FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION. (a) Within sixty (60) days after 11.1 Xxxxxxxxxx agrees to notify promptly the actual receipt by Indemnitee of notice that he Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or she is a party other document relating to or is requested to be a participant in (as a witness or otherwise) any Proceeding, Indemnitee shall submit claim, issue or matter therein which may be subject to the Company a written notice identifying the Proceedingindemnification, hold harmless or exoneration rights, or advancement of Expenses covered hereunder. The failure by the of Indemnitee to so notify the Company within such 60-day period will shall not relieve the Company from of any liability obligation which it may have to Indemnitee (i) otherwise than under this Agreement, unless, and (ii) under this Agreement, provided that if the Company can establish that such failure to notify the Company in a timely manner resulted in actual prejudice to the Company, then the Company will be relieved from liability under this Agreement only to the extent that, such failure actually and materially prejudices the interests of such actual prejudice.the Company (b) 11.2 Indemnitee shall at the time of giving such notice pursuant to Section 10(a) or thereafter may deliver to the Company a written application for indemnificationto indemnify, hold harmless or exonerate Indemnitee in accordance with this Agreement. Such application application(s) may be delivered from time to time and at such time time(s) as Indemnitee deems appropriate in his or her such Indemnitee’s sole discretion. Following delivery of such a written application for indemnification by Indemnitee, the Indemnitee’s entitlement to indemnification shall be determined promptly according to Section 11(a) 12.1 of this Agreement and the outcome of such determination shall be reported to Indemnitee in writing within forty-five (45) days of the submission of such applicationAgreement.

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 agrees to or is requested to be a participant in (as a witness or otherwise) any Proceeding, Indemnitee shall submit to promptly notify the Company a written notice identifying the Proceedingin writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification, hold harmless or exoneration rights or advancement of Expenses covered hereunder. The failure by the of Indemnitee to so notify the Company within such 60-day period will shall not relieve the Company from of any liability obligation which it may have to the Indemnitee (i) otherwise than under this Agreement, or otherwise, and (ii) any delay in so notifying the Company shall not constitute a waiver by Indemnitee of any rights under this Agreement, provided that if the Company can establish that such failure to notify the Company in a timely manner resulted in actual prejudice to the Company, then the Company will be relieved from liability under this Agreement only to the extent of such actual prejudice. (b) Indemnitee shall at the time of giving such notice pursuant to Section 10(a) or thereafter may deliver to the Company a written application for indemnificationto indemnify, hold harmless or exonerate Indemnitee in accordance with this Agreement. Such application application(s) may be delivered from time to time and at such time time(s) as Indemnitee deems appropriate in his or her Indemnitee’s sole discretion. Following delivery of such a written application for indemnification by Indemnitee, the Indemnitee’s entitlement to indemnification shall be determined promptly according to Section 11(a8(a) of this Agreement and the outcome of such determination shall be reported to Indemnitee in writing within forty-five (45) days of the submission of such application.Agreement

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 is requested to be a participant in (as a witness or otherwise) any Proceeding, Indemnitee shall submit to the Company a written notice identifying the Proceeding. The failure by the Indemnitee to notify the Company within such 60-day period 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, provided that if the Company can establish that such failure to notify the Company in a timely manner resulted in actual prejudice to the Company, then the Company will be relieved from liability under this Agreement only to the extent of such actual prejudice. (b) Indemnitee shall at the time of giving such notice pursuant to Section 10(a) or thereafter deliver to the Company a written application for indemnification. Such application may be delivered at such time as Indemnitee deems appropriate in his or her sole discretion. Following delivery of such a written application for indemnification by Indemnitee, the Indemnitee’s entitlement to indemnification shall be determined promptly according to Section 11(a) of this Agreement and the outcome of such determination shall be reported to Indemnitee in writing within forty-five thirty (4530) days of the submission of such application.

PROCEDURE FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION. (a) Within sixty (60) days after Indemnitee agrees to notify promptly the actual receipt Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, inquiry, information or other document relating to any Proceeding or matter which may be subject to indemnification or hold harmless rights, or advancement of Expenses covered hereunder. The failure of Indemnitee to so notify the Company shall not relieve the Company of any obligation which it may have to Indemnitee under this Agreement, or otherwise, and any delay in so notifying the Company shall not constitute a waiver by Indemnitee of notice that he or she is a party to or is requested to be a participant in any rights under this Agreement. (as a witness or otherwiseb) any ProceedingTo obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written notice identifying the Proceeding. The failure by the request therefor and, if Indemnitee so chooses pursuant to notify the Company within such 60-day period will not relieve the Company from any liability which it may have to Indemnitee (i) otherwise than under Section 12 of this Agreement, and (ii) under this Agreement, provided that if such written request shall also include a request for Indemnitee to have the Company can establish that such failure right to notify the Company in a timely manner resulted in actual prejudice to the Company, then the Company will be relieved from liability under this Agreement only to the extent of such actual prejudice. (b) Indemnitee shall at the time of giving such notice pursuant to Section 10(a) or thereafter deliver to the Company a written application for indemnification. Such application may be delivered at such time as Indemnitee deems appropriate in his or her sole discretionindemnification determined by Independent Counsel. Following delivery of such a written application request for indemnification by Indemnitee, the Indemnitee’s entitlement to indemnification shall be determined promptly according to Section 11(a12(a) of this Agreement and the outcome of such determination shall be reported to Indemnitee in writing within forty-five (45) days of the submission of such applicationAgreement.

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 agrees to or is requested to be a participant in (as a witness or otherwise) any Proceeding, Indemnitee shall submit to notify promptly the Company a written notice identifying the Proceedingin writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification, hold harmless or exoneration rights or advancement of Expenses covered hereunder. The failure by the of Indemnitee to so notify the Company within such 60-day period will shall not relieve the Company from of any liability obligation which it may have to the Indemnitee (i) otherwise than under this Agreement, or otherwise, and (ii) any delay in so notifying the Company shall not constitute a waiver by Indemnitee of any rights under this Agreement, provided that if the Company can establish that such failure to notify the Company in a timely manner resulted in actual prejudice to the Company, then the Company will be relieved from liability under this Agreement only to the extent of such actual prejudice. (b) Indemnitee shall at the time of giving such notice pursuant to Section 10(a) or thereafter may deliver to the Company a written application for indemnificationto indemnify, hold harmless or exonerate Indemnitee in accordance with this Agreement. Such application application(s) may be delivered from time to time and at such time time(s) as Indemnitee deems appropriate in his or her Indemnitee’s sole discretion. Following delivery of such a written application for indemnification by Indemnitee, the Indemnitee’s entitlement to indemnification shall be determined promptly according to Section 11(a8(a) of this Agreement and the outcome of such determination Agreement. (c) The Company shall be reported entitled to Indemnitee participate in writing within forty-five (45) days of the submission of such applicationProceeding at its own cost and expense.

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 is requested to be a participant in (as a witness or otherwise) any Proceeding, Indemnitee shall submit to the Company a written notice identifying the Proceeding. The failure by the Indemnitee to notify the Company within such 60-day period will not relieve the Company from any liability obligation which it may have to Indemnitee (i) otherwise than under this Agreement, and (ii) under this Agreement, provided that if the Company can establish that such failure to notify the Company in a timely manner resulted in actual prejudice to the Company, then the Company will be relieved from liability an obligation under this Agreement only to the extent of such actual prejudice. (b) Indemnitee shall at the time of giving such notice pursuant to Section 10(a) or thereafter deliver to the Company a written application for indemnification. Such application may be delivered at such time as Indemnitee deems appropriate in his or her sole discretion. Following delivery of such a written application for indemnification by Indemnitee, the Indemnitee’s entitlement to indemnification shall be determined promptly according to Section 11(a) of this Agreement and the outcome of such determination shall be reported to Indemnitee in writing within forty-five sixty (4560) days of the submission of such application.

PROCEDURE FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION. (a) Within sixty (60) days after the actual receipt by Indemnitee of written notice that he or she is a party to or is requested to be a participant in (as a witness or otherwise) any Proceeding, Indemnitee shall submit to the Company a written notice identifying the Proceeding. The failure by the Indemnitee to notify the Company within such sixty (60-) day period will not relieve the Company from any liability which it may have to Indemnitee (i) otherwise other than under this Agreement, and (ii) under this Agreement, provided that if the Company can establish that such failure to notify the Company in a timely manner resulted in actual prejudice to the Company, then the Company will be relieved from liability under this Agreement only to the extent of such actual prejudice. (b) Indemnitee shall at the time of giving such notice pursuant to Section 10(a11(a) or thereafter deliver to the Company a written application for indemnification. Such application may be delivered at such time as Indemnitee deems appropriate in his or her sole discretion. Following delivery of such a written application for indemnification by Indemnitee, the Indemnitee’s entitlement to indemnification shall be determined promptly according to Section 11(a12(a) of this Agreement and the outcome of such determination shall be reported to Indemnitee in writing within forty-five (45) days of the submission of such application.

PROCEDURE FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION. (a) Within sixty forty (6040) days after the actual receipt by Indemnitee an Indemnified Party of notice that he of any Proceeding for which indemnity will or she is a party to or is requested to could be a participant in (as a witness or otherwise) any Proceedingsought under this Agreement, Indemnitee such Indemnified Party shall submit to the Company a written notice identifying the Proceeding. The failure by the Indemnitee such Indemnified Party to notify the Company within such 6040-day period will not relieve the Company from any liability which it may have to Indemnitee such Indemnified Party (i) otherwise than under this Agreement, and (ii) under this Agreement, provided that if the Company can establish that such failure to notify the Company in a timely manner resulted in actual prejudice to the Company, then the Company will be relieved from liability under this Agreement unless and only to the extent that the Company is actually and materially prejudiced as a consequence of the failure to provide notice within such actual prejudice40-day period. (b) Indemnitee An Indemnified Party shall at the time of giving such notice pursuant to Section 10(a) or thereafter deliver to the Company a written application for indemnification. Such application may be delivered at such time as Indemnitee such Indemnified Party deems appropriate in his his, her or her its sole discretion. Following delivery of such a written application for indemnification by Indemniteean Indemnified Party, the Indemniteesuch Indemnified Party’s entitlement to indemnification shall be determined promptly according to Section 11(a) of this Agreement and the outcome of such determination shall be reported to Indemnitee such Indemnified Party in writing within forty-five forty (4540) days of the submission of such application.

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 is requested to be a participant in (as a witness or otherwise) any Proceeding, Indemnitee shall submit to the Company a written notice identifying the Proceeding. The failure by the Indemnitee to notify the Company within such 60-day period 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, provided that if the Company can establish that such failure to notify the Company in a timely manner resulted in actual prejudice to the Company, then the Company will be relieved from liability under this Agreement only to the extent of such actual prejudice. (b) Indemnitee shall at the time of giving such notice pursuant to Section 10(a) or thereafter deliver to the Company a written application for indemnification. Such application may be delivered at such time as Indemnitee deems appropriate in his or her sole discretion. Following delivery of such a written application for indemnification by Indemnitee, the Indemnitee’s 's entitlement to indemnification shall be determined promptly according to Section 11(a) of this Agreement and the outcome of such determination shall be reported to Indemnitee in writing within forty-five (45) days of the submission of such application.

PROCEDURE FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION. (a) Within sixty (60) days after the actual receipt by Indemnitee being served with any summons, citation, subpoena, complaint, indictment, inquiry, information or other document relating to any Proceeding or matter which may be subject to indemnification, hold harmless or exoneration rights under this Agreement, or advancement of notice that he or she is a party to or is requested to be a participant in (as a witness or otherwise) any ProceedingExpenses covered hereby, Indemnitee shall submit to the Company a written notice identifying the Proceeding. The failure omission by the Indemnitee to notify the Company within such 60-day period 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, provided that if Agreement unless and only to the extent the Company can establish that such failure omission to notify the Company in a timely manner resulted in actual prejudice to the Company, then the Company will be relieved from liability under this Agreement only to the extent of such actual prejudice. (b) Indemnitee shall at the time of giving such notice pursuant to Section 10(a) or may thereafter deliver to the Company a written application for indemnificationto indemnify, hold harmless and exonerate Indemnitee in accordance with this Agreement. Such application application(s) may be delivered from time to time and at such time time(s) as Indemnitee deems appropriate in his or her sole discretion. Following delivery of such a written application for indemnification by Indemnitee, the Indemnitee’s 's entitlement to such indemnification shall be determined promptly according to Section 11(a) of this Agreement and the outcome of such determination shall be reported to Indemnitee in writing within forty-five (45) days of the submission of such applicationAgreement.

PROCEDURE FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION. 11.1 Indemnitee shall notify the Company in writing as soon as reasonably practicable (a) Within sixty after being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or (60b) days if the Company has not been previously notified, after the actual receipt of written notice of any other matter with respect to which Indemnitee intends to seek indemnification under Sections 3.1, 4.1 or 6.1 or advancement of expenses under Section 10.1. The omission by Indemnitee of notice that he or she is a party to or is requested to be a participant in (as a witness or otherwise) any Proceeding, Indemnitee shall submit to the Company a written notice identifying the Proceeding. The failure by the Indemnitee to so notify the Company within such 60-day period will shall not relieve the Company from any liability which it may have to Indemnitee (i) otherwise than under this Agreement, Agreement except and (ii) under this Agreement, provided that if only to the extent the Company can establish that such failure omission to notify the Company in a timely manner resulted in actual material prejudice to the Company, then the Company will be relieved from liability or (ii) otherwise than under this Agreement only to the extent of such actual prejudiceAgreement. (b) 11.2 Indemnitee shall at the time of giving such notice pursuant to Section 10(a) or may thereafter deliver to the Company a written application request for indemnification. Such application may be delivered indemnification pursuant to this Agreement at such time and from time to time as Indemnitee deems appropriate in his or her sole discretion, which request shall also be deemed a request for advancement of expenses under Section 10.1. Following delivery of such a written application for indemnification by Indemniteerequest, the Indemnitee’s entitlement to indemnification shall be determined promptly according to Section 11(a) of this Agreement and the outcome of such determination shall be reported to Indemnitee in writing within forty-five (45) days of the submission of such application12.1.

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 is requested to be a participant in (as a witness or otherwise) in any Proceeding, Indemnitee shall submit to the Company a written notice identifying the Proceeding. The failure omission by the Indemnitee to notify the Company within such 60-day period 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, provided Agreement unless and only to the extent that if the Company can establish that such failure omission to notify the Company in a timely manner resulted in actual prejudice to the CompanyCompany (in such case, then the Company will be relieved from liability under this Agreement only to the extent of such actual prejudice). (b) Indemnitee shall at the time of giving such notice pursuant to Section 10(a) or thereafter deliver to the Company a written application for indemnificationto indemnify Indemnitee in accordance with this Agreement. Such application application(s) may be delivered from time to time and at such time time(s) as Indemnitee deems appropriate in his or her sole discretion. Following delivery of such a written application for indemnification by Indemnitee, the Indemnitee’s entitlement to indemnification shall be determined promptly according to in accordance with Section 11(a) of this Agreement and the outcome of such determination shall be reported to Indemnitee in writing within forty-five sixty (4560) days of the submission of such application.

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 is requested to be a participant in (as a witness or otherwise) any Proceeding, Indemnitee shall submit to the Company a written notice identifying the Proceeding. The failure by the Indemnitee to notify the Company within such 60-day period 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, provided that if the Company can establish that such failure to notify the Company in a timely manner resulted in actual prejudice to the Company, then the Company will be relieved from liability under this Agreement only to the extent of such actual prejudice. (ba) Indemnitee shall at the time of giving such notice pursuant to Section 10(a11(a) or thereafter deliver to the Company a written application for indemnification. Such application may be delivered at such time as Indemnitee deems appropriate in his or her sole discretion. Following delivery of such a written application for indemnification by Indemnitee, the Indemnitee’s entitlement to indemnification shall be determined promptly according to Section 11(a) of this Agreement and the outcome of such determination shall be reported to Indemnitee in writing within forty-five (45) days of the submission of such application.promptly

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 is requested to be a participant in (as a witness or otherwise) any Proceeding, Indemnitee shall submit to the Company a written notice identifying the Proceeding. The failure by the Indemnitee to notify the Company within such 6030-day period 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, provided that if the Company can establish that such failure to notify the Company in a timely manner resulted in actual prejudice to the Company, then the Company will be relieved from liability under this Agreement only to the extent of such actual prejudice. (b) Indemnitee shall at the time of giving such notice pursuant to Section 10(a) or thereafter deliver to the Company a written application for indemnification. Such application may be delivered at such time as Indemnitee deems appropriate in his or her sole discretion. Following delivery of such a written application for indemnification by Indemnitee, the Indemnitee’s entitlement to indemnification shall be determined promptly according to Section 11(a) of this Agreement and the outcome of such determination shall be reported to Indemnitee in writing within forty-five thirty (4530) days of the submission of such application.