Common use of Procedure for Notification of Claim for Indemnification or Advancement Clause in Contracts

Procedure for Notification of Claim for Indemnification or Advancement. (a) Indemnitee will notify the Company in writing of any Proceeding with respect to which Indemnitee intends to seek indemnification or advancement of Expenses hereunder as soon as reasonably practicable following the receipt by Indemnitee of written notice thereof. Indemnitee will include in the written notification to the Company a description of the nature of the Proceeding and the allegations underlying the Proceeding and provide 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 Proceeding. Indemnitee’s failure to so notify the Company will not relieve the Company from any obligation it may have to Indemnitee under this Agreement, and any delay or defect in so notifying the Company will not constitute a waiver by Indemnitee of any rights under this Agreement. The Secretary of the Company will, promptly upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee has requested indemnification or advancement. (b) The Company will be entitled to participate in the Proceeding at its own expense, provided, that the Company will not be entitled to assume the defense of such Proceedings on Indemnitee’s behalf without Indemnitee’s prior written consent. (c) The Company will not settle any Proceeding (in whole or in part) if such settlement would attribute to Indemnitee any admission of liability or impose any Expense, judgment, liability, fine, penalty or obligation or limitation on Indemnitee without Indemnitee’s prior written consent, which shall not be unreasonably withheld.

Procedure for Notification of Claim for Indemnification or Advancement. (a) Indemnitee will notify the Company in writing of any Proceeding with respect to which Indemnitee intends to seek indemnification or advancement of Expenses hereunder as soon as reasonably practicable following the receipt by Indemnitee of written notice thereof. Indemnitee will include in the written notification to the Company a description of the nature of the Proceeding and the allegations underlying the Proceeding and provide 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 Proceeding. Indemnitee’s failure to so notify the Company will not relieve the Company from any obligation it may have to Indemnitee under this Agreement, and any delay or defect in so notifying the Company will not constitute a waiver by Indemnitee of any rights under this Agreement. The Secretary of the Company will, promptly upon receipt of such a request for indemnification, advise the Board Governing Body in writing that Indemnitee has requested indemnification or advancement. (b) The Company will be entitled to participate in the Proceeding at its own expense, provided, that the Company will not be entitled to assume the defense of such Proceedings on Indemnitee’s behalf without Indemnitee’s prior written consent. (c) The Company will not settle any Proceeding (in whole or in part) if such settlement would attribute to Indemnitee any admission of liability or impose any Expense, judgment, liability, fine, penalty or obligation or limitation on Indemnitee without Indemnitee’s prior written consent, which shall not be unreasonably withheld.

Procedure for Notification of Claim for Indemnification or Advancement. (a) Indemnitee will notify the Company in writing of any Proceeding with respect to which Indemnitee intends to seek indemnification or advancement of Expenses hereunder as soon as reasonably practicable following the receipt by Indemnitee of written notice thereof. Indemnitee will include in the written notification to the Company a description of the nature of the Proceeding and the allegations facts underlying the Proceeding and provide 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 Proceeding. Indemnitee’s failure to so notify the Company will not relieve the Company from any obligation it may have to Indemnitee under this Agreement, and any delay or defect in so notifying the Company will not constitute a waiver by Indemnitee of any rights under this Agreement. The Secretary of the Company will, promptly upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee has requested indemnification or advancement. (b) The Company will be entitled to participate in the Proceeding at its own expense. Unless a Change of Control has occurred, providedand subject to the provisions of applicable policies of directors’ and officers’ liability insurance, that the Company will not shall also be entitled to assume or lead the defense thereof with counsel reasonably satisfactory to Indemnitee; provided that if Xxxxxxxxxx believes, after consultation with counsel selected by Xxxxxxxxxx, that (a) the use of counsel chosen by the Company to represent Indemnitee would present such Proceedings on counsel with an actual or potential conflict, (b) the named parties in any such Proceeding (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available to Indemnitee that are different from or in addition to those available to the Company, (c) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, or (d) Indemnitee has interests in the Proceeding or any claim, issue or matter therein that are different from or in addition to those of other persons against whom the claim in such Proceeding has been made or might reasonably be expected to be made, then Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Proceeding for all indemnitees in Indemnitee’s behalf circumstances) at the Company’s expense. The Company shall not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without Indemniteethe Company’s prior written consent. (c) . The Company will not settle shall not, without the prior written consent of Indemnitee, effect any settlement of any Proceeding (in whole to which Indemnitee is, or in part) if could have been, a party unless such settlement would attribute solely involves the payment of money and includes a complete and unconditional release of Indemnitee from all liability on any claims that are the subject matter of such Proceeding. Neither the Company nor Indemnitee shall unreasonably withhold its consent to any proposed settlement; provided that Indemnitee may withhold consent to any admission settlement that does not provide a complete and unconditional release of liability or impose any Expense, judgment, liability, fine, penalty or obligation or limitation on Indemnitee without Indemnitee’s prior written consent, which shall not be unreasonably withheld.

Procedure for Notification of Claim for Indemnification or Advancement. (a) Indemnitee will notify the Company in writing of any Proceeding with respect to which Indemnitee intends to seek indemnification or advancement of Expenses hereunder as soon as reasonably practicable following the receipt by Indemnitee of written notice thereof. Indemnitee will include in the written notification to the Company a description of the nature of the Proceeding and the allegations facts underlying the Proceeding and provide 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 Proceeding. Indemnitee’s failure to so notify the Company will not relieve the Company from any obligation it may have to Indemnitee under this Agreement, and any delay or defect in so notifying the Company will not constitute a waiver by Indemnitee of any rights under this Agreement. The Secretary of the Company will, promptly upon receipt of such a request for indemnificationindemnification or advancement, advise the Board in writing that Indemnitee has requested indemnification or advancement. (b) The Company will be entitled to participate in the Proceeding at its own expense, provided, that the Company will not be entitled to assume the defense of such Proceedings on Indemnitee’s behalf without Indemnitee’s prior written consent. (c) The Company will may not settle consent to the entry of any Proceeding judgment directly against Indemnitee without the prior written consent of Indemnitee (in whole not to be unreasonably withheld or in partdelayed) if such settlement would attribute to Indemnitee any which (i) includes an admission of fault of Indemnitee, (ii) does not include a full release of Indemnitee from all liability in respect of such Proceeding in form and substance reasonably satisfactory to Indemnitee, or (iii) would impose any Expense, judgment, liability, fine, penalty or obligation or limitation on Indemnitee without Indemnitee’s prior written consent, which shall not be unreasonably withheld.

Procedure for Notification of Claim for Indemnification or Advancement. (a) Indemnitee will notify the Company in writing of any Proceeding with respect to which Indemnitee intends to seek indemnification or advancement of Expenses hereunder as soon as reasonably practicable following the receipt by Indemnitee of written notice thereof. Indemnitee will include in the written notification shall submit to the Company a description of the nature of the Proceeding and the allegations underlying the Proceeding and provide written request, 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 Proceeding. Indemnitee’s failure to so notify the Company will not relieve the Company from any obligation it may have to Indemnitee under this Agreement, and any delay or defect in so notifying the Company will not constitute a waiver by Indemnitee of any rights under this Agreement. The Secretary of the Company will, promptly upon receipt of such a request for indemnificationindemnification or advancement, advise the Board in writing that Indemnitee has requested indemnification or advancement. (b) The Company will be entitled to participate in the Proceeding at its own expense, provided, that the Company will not be entitled to assume the defense of such Proceedings on Indemnitee’s behalf without Indemnitee’s prior written consent. (c) The Indemnitee agrees that counsel retained by Indemnitee will be a member of any approved list of panel counsel under the Company’s applicable directors’ and officers’ insurance policy, should the applicable policy provide for a panel of approved counsel and should such approved panel list comprise law firms with well-established reputations in the type of litigation at issue; provided, however, that the foregoing shall not prevent Indemnitee from retaining separate counsel for which the Company will shall not settle bear any Proceeding (in whole or in part) if such settlement would attribute responsibility to Indemnitee any admission of liability or impose any Expense, judgment, liability, fine, penalty or obligation or limitation on Indemnitee without Indemnitee’s prior written consent, which shall not be unreasonably withheldfor indemnification.

Procedure for Notification of Claim for Indemnification or Advancement. (a) Unless the company is a co-defendant in any Proceeding, Indemnitee will notify the Company in writing of any Proceeding with respect to which Indemnitee intends to seek indemnification or advancement of Expenses hereunder as soon as reasonably practicable following the receipt by Indemnitee of written notice thereof. Indemnitee will include in the written notification to the Company a description of the nature of the Proceeding and the allegations facts underlying the Proceeding and provide such documentation and information as is reasonably available to Indemnitee Indemnitee, not otherwise in the control or possession of the Company, and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification following the final disposition of such Proceeding. Indemnitee’s failure to so notify the Company will not relieve the Company from any obligation it may have to Indemnitee under this Agreement, and any delay or defect in so notifying the Company will not constitute a waiver by Indemnitee of any rights under this Agreement. The Secretary of the Company will, promptly upon receipt of such a request for indemnificationindemnification or advancement, advise the Board in writing that Indemnitee has requested indemnification or advancement. (b) The Company will be entitled to participate in the Proceeding at its own expense, provided, that the Company will not be entitled to assume the defense of such Proceedings on Indemnitee’s behalf without Indemnitee’s prior written consent. (c) The Company will not settle any Proceeding (in whole or in part) if such settlement would attribute to Indemnitee any admission of liability or impose any Expense, judgment, liability, fine, penalty or obligation or limitation on Indemnitee without Indemnitee’s prior written consent, which shall not be unreasonably withheld.

Procedure for Notification of Claim for Indemnification or Advancement. (a) Indemnitee will notify the Company in writing of any Proceeding with respect to which Indemnitee intends to seek indemnification or advancement of Expenses hereunder as soon as reasonably practicable following the receipt by Indemnitee of written notice thereof. Indemnitee will include in the written notification shall submit to the Company a description of the nature of the Proceeding and the allegations underlying the Proceeding and provide written request, 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 Proceeding, but in no case shall Indemnitee be required to convey any information that would cause Indemnitee to waive any privilege accorded by applicable law. Indemnitee’s failure to so notify the Company will not relieve the Company from any obligation it may have to Indemnitee under this Agreement, and any delay or defect in so notifying the Company will not constitute a waiver by Indemnitee of any rights under this Agreement. The Secretary of the Company will, promptly upon receipt of such a request for indemnificationindemnification or advancement, advise the Board in writing that Indemnitee has requested indemnification or advancement. (b) The Company will be entitled to participate in the Proceeding at its own expense, provided, that the Company will not be entitled to assume the defense of such Proceedings on Indemnitee’s behalf without Indemnitee’s prior written consent. (c) The Indemnitee agrees that counsel retained by Indemnitee will be a member of any approved list of panel counsel under the Company’s applicable directors’ and officers’ insurance policy, should the applicable policy provide for a panel of approved counsel and should such approved panel list comprise law firms with well-established reputations in the type of litigation at issue; provided, however, that the foregoing shall not prevent Indemnitee from retaining separate counsel for which the Company will shall not settle bear any Proceeding (in whole or in part) if such settlement would attribute responsibility to Indemnitee any admission of liability or impose any Expense, judgment, liability, fine, penalty or obligation or limitation on Indemnitee without Indemnitee’s prior written consent, which shall not be unreasonably withheldfor indemnification.

Procedure for Notification of Claim for Indemnification or Advancement. (a) Indemnitee will notify the Company in writing of any Proceeding with respect to which Indemnitee intends to seek indemnification or advancement of Expenses hereunder as soon as reasonably practicable following the receipt by Indemnitee of written notice thereof. Indemnitee will include in the written notification to the Company a description of the nature of the Proceeding and the allegations facts underlying the Proceeding and provide 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 Proceeding. Indemnitee’s failure to so notify the Company will not relieve the Company from any obligation it may have to Indemnitee under this Agreement, and any delay or defect in so notifying the Company will not constitute a waiver by Indemnitee of any rights under this Agreement. The Secretary of the Company will, promptly upon receipt of such a request for indemnificationindemnification or advancement, advise the Board in writing that Indemnitee has requested indemnification or advancement. (b) The Company will be entitled to participate in the Proceeding at its own expense, provided, that the Company will not be entitled to assume the defense of such Proceedings on Indemnitee’s behalf without Indemnitee’s prior written consent. (c) The Company will shall not settle any Proceeding (in whole or in part) if such settlement would attribute to Indemnitee any admission of liability or impose any ExpenseExpenses, judgment, liability, fine, penalty or obligation or limitation on Indemnitee in respect of which Indemnitee is not entitled to be indemnified hereunder without Indemnitee’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed.

Procedure for Notification of Claim for Indemnification or Advancement. (a) Indemnitee will notify the Company in writing of any Proceeding with respect to which Indemnitee intends to seek indemnification or advancement of Expenses hereunder as soon as reasonably practicable following the receipt by Indemnitee of written notice thereof. Indemnitee will include in the written notification to the Company a description of the nature of the Proceeding and the allegations underlying the Proceeding and provide 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 Proceeding. Indemnitee’s failure to so notify the Company will not relieve the Company from any obligation it may have to Indemnitee under this Agreement, and any delay or defect in so notifying the Company will not constitute a waiver by Indemnitee of any rights under this Agreement. The Secretary of the Company will, promptly upon receipt of such a request for indemnificationindemnification or advancement, advise the Board in writing that Indemnitee has requested indemnification or advancement. (b) The Company will be entitled to participate in the Proceeding at its own expense, provided, that the Company will not be entitled to assume the defense of such Proceedings on Indemnitee’s behalf without Indemnitee’s prior written consent. (c) The Company will not settle any Proceeding (in whole or in part) if such settlement would attribute to Indemnitee any admission of liability or impose any Expense, judgment, liability, fine, penalty or obligation or limitation on Indemnitee without Indemnitee’s prior written consent, which shall not be unreasonably withheld.

Procedure for Notification of Claim for Indemnification or Advancement. ​ (a) Indemnitee The Indemnified Person will notify the Company Xxxx and iRealtor in writing of any Proceeding with respect to which Indemnitee the Indemnified Person intends to seek indemnification or advancement of Expenses hereunder as soon as reasonably practicable following the receipt by Indemnitee the Indemnified Person of written notice thereof. Indemnitee The Indemnified Person will include in the written notification to the Company a description of the nature of the Proceeding and the allegations facts underlying the Proceeding and provide such documentation and information as is reasonably available to Indemnitee the Indemnified Person and is reasonably necessary to determine whether and to what extent Indemnitee the Indemnified Person is entitled to indemnification following the final disposition of such Proceeding. IndemniteeThe Indemnified Person’s failure to so notify the Company Cian and iRealtor will not relieve the Company iRealtor from any obligation it may have to Indemnitee the Indemnified Person under this AgreementDeed, and any delay or defect in so notifying the Company Cian and iRealtor will not constitute a waiver by Indemnitee the Indemnified Person of any rights under this AgreementDeed. The Secretary of the Company Cian will, promptly upon receipt of such a request for indemnificationindemnification or advancement, advise the Board in writing that Indemnitee the Indemnified Person has requested indemnification or advancement.. ​ (b) The Company Cian will be entitled to participate in the Proceeding at its own expense, provided, that the Company will not be entitled to assume the defense of such Proceedings on Indemnitee’s behalf without Indemnitee’s prior written consent. (c) The Company will not settle any Proceeding (in whole or in part) if such settlement would attribute to Indemnitee any admission of liability or impose any Expense, judgment, liability, fine, penalty or obligation or limitation on Indemnitee without Indemnitee’s prior written consent, which shall not be unreasonably withheld.. ​

Procedure for Notification of Claim for Indemnification or Advancement. (a) Indemnitee will notify the Company AMPLUS in writing of any Proceeding with respect to which Indemnitee intends to seek indemnification or advancement of Expenses hereunder as soon as reasonably practicable following the receipt by Indemnitee of written notice thereof. Indemnitee thereof indemnitee will include in the written notification to the Company AMPLUS a description of the nature of the Proceeding and the allegations facts underlying the Proceeding and provide such documentation and information as is reasonably available to Indemnitee indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification following the final disposition of such Proceeding. Indemnitee’s 's failure to so notify the Company AMPLUS will not relieve the Company AMPLUS from any obligation it may have to Indemnitee under this Agreement, and any delay or defect in so notifying the Company AMPLUS will not constitute a waiver by Indemnitee of any rights under this Agreement. The Secretary of the Company AMPLUS will, promptly upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee indemnitee has requested indemnification or advancement. (b) The Company AMPLUS will be entitled to participate in the Proceeding at its own expense. Unless a Change of Control has occurred, providedand subject to the provisions of applicable policies of directors' and officers' liability insurance, that the Company will not AMPLUS shall also be entitled to assume or lead the defense thereof with counsel reasonably satisfactory to indemnitee; provided that if Indemnitee believes, after consultation with counsel selected by Indemnitee, that (a) the use of counsel chosen by AMPLUS to represent Indemnitee would present such Proceedings on Indemniteecounsel with an actual or potential conflict, (b) the named parties in any such Proceeding (including any impleaded parties) include both AMPLUS and indemnitee and Indemnitee shall conclude that there maybe one or more legal defenses available to Indemnitee that are different from or in addition to those available to AMPLUS, (c) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, or (d) Indemnitee has interests in the Proceeding or any claim, issue or matter therein that are different from or in addition to thoseof other persons against whom the claim in such Proceeding has been made or might reasonably be expected to be made, then Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Proceeding for allindemnitees in indemnitee’s behalf circumstances) at AMPLUS's expense. AMPLUS shall not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without Indemnitee’s AMPLUS's prior written consent. (c) The Company will not settle . AMPLUS shall not, without the prior written consent of indemnitee, effect any settlement of any Proceeding (in whole to which Indemnitee is, or in part) if could have been, a party unless such settlement would attribute solely involves the payment of money and includes a complete and unconditional release of Indemnitee from all liability on any claims that are the subject matter of such Proceeding. Neither AMPLUS nor Indemnitee shall unreasonably withhold its consent to any proposed settlement; provided that Indemnitee may withhold consent to any admission settlement that does not provide a complete and unconditional release of liability or impose any Expense, judgment, liability, fine, penalty or obligation or limitation on Indemnitee without Indemnitee’s prior written consent, which shall not be unreasonably withheld.indemnitee. made: