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

PROCEDURE FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION. (a) Indemnitee agrees 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 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 the Indemnitee under this Agreement, or otherwise, unless such failure is due to the gross negligence or willful inaction of Indemnitee and the Company is materially disadvantaged by such failure to notify. (b) Indemnitee shall deliver to the Company a written application to indemnify and hold harmless Indemnitee in accordance with this Agreement, 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. Such application(s) shall be delivered from time to time and at such time(s) as the Company may reasonably request or as Indemnitee deems appropriate in his or her reasonable discretion. Following such a written application for indemnification by Indemnitee, the Indemnitee’s entitlement to indemnification shall be determined according to Section 12(a) of this Agreement.

PROCEDURE FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION. (a) Indemnitee agrees 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 indemnification, hold harmless or exoneration 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 the Indemnitee under this Agreement, or otherwise, unless such failure is due to the gross negligence or willful inaction of Indemnitee and any delay in so notifying the Company is materially disadvantaged shall not constitute a waiver by such failure to notifyIndemnitee of any rights under this Agreement. (b) Indemnitee shall deliver submit to the Secretary of the Company a written application to indemnify and hold harmless Indemnitee in accordance with this Agreementrequest, including therein or therewith such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. Such application(s) shall be delivered from time indemnification (the “Supporting Documentation”), to time and at such time(s) as the Company may reasonably request indemnify, hold harmless or as exonerate Indemnitee deems appropriate in his or her reasonable discretionaccordance with this Agreement. Following such a written application for indemnification by Indemnitee, the Indemnitee’s entitlement to indemnification shall be determined according to Section 12(a13(a) of this AgreementAgreement and, in any case, not later than sixty (60) days after receipt by the Company of the written request for indemnification together with the Supporting Documentation.

PROCEDURE FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION. (a) Indemnitee agrees to shall notify promptly the Company in writing of any matter with respect to which Indemnitee intends to seek indemnification or advancement of Expenses hereunder, including upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating related to any Proceeding or matter which that may be subject to indemnification or advancement of Expenses covered hereunder, as soon as reasonably practicable following the receipt by Indemnitee of written notice thereof or Indemnitee’s becoming aware thereof. The failure of Indemnitee to so notify the Company shall not relieve the Company of any obligation which that it may have to the Indemnitee under this Agreement, or otherwise, unless the Company’s ability to participate in the defense of such failure is due to the gross negligence or willful inaction of Indemnitee claim was materially and the Company is materially disadvantaged adversely affected by such failure to notify. (b) failure. Indemnitee shall may deliver to the Company a written application to indemnify and hold harmless Indemnitee in accordance with this Agreement, 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. Such application(s) shall may be delivered from time to time and at such time(s) as the Company may reasonably request or as Indemnitee deems appropriate in his or her reasonable Indemnitee’s sole discretion. Following such a written application for indemnification by Indemnitee, the Indemnitee’s entitlement to indemnification shall be determined according to Section 12(a) of this Agreement).

PROCEDURE FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION. (a) Indemnitee Xxxxxxxxxx agrees to notify promptly the Company in writing writing, email being sufficient, upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding Proceeding, claim, issue or matter therein which may be subject to indemnification indemnification, hold harmless or exoneration rights, or advancement of Expenses covered hereunder. The Notwithstanding the foregoing, the failure of Indemnitee to so notify the Company shall not relieve the Company of any obligation which it may have to the Indemnitee under this AgreementAgreement unless, or otherwiseand to the extent that, unless such failure is due to actually and materially prejudices the gross negligence or willful inaction interests of Indemnitee and the Company is materially disadvantaged by such failure to notifyCompany. (b) Indemnitee shall must deliver to the Company a written application to indemnify and hold harmless Indemnitee in accordance with this Agreementapplication, 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, to indemnify, hold harmless or exonerate Indemnitee in accordance with this Agreement. Such application(s) shall may be delivered from time to time and at such time(s) as the Company may reasonably request or as Indemnitee deems appropriate in his or her reasonable sole discretion; provided, that such written application is delivered promptly upon Indemnitee becoming aware of a need for indemnification, hold harmless or exoneration. Following such a written application for indemnification by Indemnitee, the Indemnitee’s entitlement to indemnification shall be determined according to Section 12(a) of this Agreement.