Common use of Request for Indemnification Clause in Contracts

Request for Indemnification. (a) To obtain indemnification under this Agreement, an Indemnitee shall submit to the Company a written request (an “Indemnification Request”), including therein or therewith such documentation and information as is reasonably available to such Indemnitee and reasonably necessary to determine whether and to what extent such Indemnitee is entitled to indemnification. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that such Indemnitee has requested indemnification. (b) If an Indemnitee submits an Indemnification Request in accordance with Section 7(a) hereof or an Advancement Request in accordance with Section 6 hereof and (i) a determination is made that such Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made to such Indemnitee pursuant to Section 6 hereof, (iii) a determination of entitlement to indemnification shall not have been made by the Company and delivered in writing to such Indemnitee within thirty (30) days after receipt by the Company of such Indemnification Request or (iv) payment of indemnification is not made within forty five (45) days after receipt by the Company of such Indemnification Request, such Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Illinois, or in any other court of competent jurisdiction, determining whether such Indemnitee is entitled to such indemnification or advancement of Expenses. (c) In the event that a determination shall have been made that an Indemnitee is not entitled to indemnification under this Agreement, any judicial proceeding commenced pursuant to this Section 7 shall be conducted in all respects as a de novo trial and no Indemnitee shall be prejudiced by reason of that adverse determination. In any judicial proceeding commenced pursuant to this Section 7 the Company shall have the burden of proving that on the merits that such Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. (d) In the event that an Indemnitee, pursuant to this Section 7, seeks a judicial adjudication of to enforce such Indemnitee’s rights under, or to recover damages for breach of, this Agreement, such Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all expenses (of the types described in the definition of Expenses in Section 1 hereof) actually incurred by such Indemnitee in connection with such judicial adjudication, but only if such Indemnitee prevails therein. If it shall be determined in such judicial adjudication that such Indemnitee is entitled to receive part but not all of the indemnification or advancement of expenses sought, the expenses incurred by such Indemnitee in connection with such judicial adjudication shall be appropriately prorated.

Request for Indemnification. If any event or circumstance occurs which gives rise to the Major Sellers’ liability under this Article 15 (Indemnification), the following provisions shall apply: (i) within and not later than thirty (30) Business Days after becoming aware of such event or circumstance, Buyer shall deliver a written notice to the relevant Major Sellers liable for the indemnification of such event (the “Indemnifying Party”), with a copy to the Violet Parties (a “Notice of Claim”) and shall provide reasonable details thereof, including (in each case, to the extent known) (a) To obtain indemnification under this Agreement, an Indemnitee shall submit to the Company a written request (an “Indemnification Request”), including therein or therewith such documentation and information as is reasonably available to such Indemnitee and reasonably necessary to determine whether and to what extent such Indemnitee is entitled to indemnification. The Secretary nature of the Company shallclaim, promptly upon receipt of such a request for indemnification, advise the Board in writing that such Indemnitee has requested indemnification. (b) If an Indemnitee submits an Indemnification Request in accordance with Section 7(a) hereof or an Advancement Request in accordance with Section 6 hereof the amount of Losses constituting the subject matter of the Buyer’s claim hereunder (to the extent reasonably computable at the date of such notice), and (ic) the provision(s) of this Agreement on the basis of which such amount is claimed (provided that failure to timely notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability it may have to Buyer, except to the extent that the Indemnifying Party has been actually prejudiced by such failure). The Notice of Claim shall also specify whether it arises as a determination result of a claim, action, suit or proceeding by a Person (including, for the avoidance of doubt, any notice by any Governmental Authority of any violation of any Law) against Buyer, the Company or any of its Subsidiaries (a “Third Party Claim”) or whether the Notice of Claim is made that such Indemnitee is not entitled to indemnification under this Agreement, asserted directly by Buyer (a “Direct Claim”); (ii) advancement of Expenses is not timely made the Indemnifying Party shall have the right to such Indemnitee pursuant to Section 6 hereof, (iii) a determination of entitlement to indemnification shall not have been made by the Company and delivered challenge in writing to such Indemnitee the Notice of Claim within thirty (30) Business Days from receipt thereof, under penalty of forfeiture, specifying the subject matter of the Indemnifying Party’s disagreement and the reasons for such disagreement together with reasonable particulars thereto. If the Indemnifying Party fails to timely challenge in writing the Notice of Claim, the Indemnifying Party shall pay Buyer the amount specified in such Notice of Claim within the expiration of the thirty (30) Business Day period referred to above; and (iii) during a period of thirty (30) days after receipt following the giving of the notice by the Company Indemnifying Party under the preceding clause (ii), the Indemnifying Party and Buyer shall attempt to resolve amicably and in good faith any differences, which they may have with respect to any matters constituting the subject matter of such Indemnification Request notice, with a view to reaching an amicable agreement in respect of such matters. If, at the end of such period (or (iv) payment of indemnification any mutually agreed upon extension thereof), the Indemnifying Party and Buyer fail to reach agreement in writing with respect to all such matters, then all matters as to which agreement is not made within forty five so reached may, thereafter, be submitted to arbitration in accordance with Paragraph 23.2 (45Arbitration) days after receipt by the Company of such Indemnification Request, such Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Illinois, or in any other court of competent jurisdiction, determining whether such Indemnitee is entitled to such indemnification or advancement of Expensesbelow. (c) In the event that a determination shall have been made that an Indemnitee is not entitled to indemnification under this Agreement, any judicial proceeding commenced pursuant to this Section 7 shall be conducted in all respects as a de novo trial and no Indemnitee shall be prejudiced by reason of that adverse determination. In any judicial proceeding commenced pursuant to this Section 7 the Company shall have the burden of proving that on the merits that such Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. (d) In the event that an Indemnitee, pursuant to this Section 7, seeks a judicial adjudication of to enforce such Indemnitee’s rights under, or to recover damages for breach of, this Agreement, such Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all expenses (of the types described in the definition of Expenses in Section 1 hereof) actually incurred by such Indemnitee in connection with such judicial adjudication, but only if such Indemnitee prevails therein. If it shall be determined in such judicial adjudication that such Indemnitee is entitled to receive part but not all of the indemnification or advancement of expenses sought, the expenses incurred by such Indemnitee in connection with such judicial adjudication shall be appropriately prorated.

Request for Indemnification. Upon written request by Indemnitee for indemnification, a determination with respect to Indemnitee's entitlement thereto shall be made by any of the following methods as selected solely by the Indemnitee: (ai) To obtain indemnification under this Agreement, an Indemnitee shall submit by Independent Counsel in a written opinion to the Company board of managers of the Managing General Partner of the Company, a written request copy of which shall be delivered to Indemnitee; (ii) by a majority vote of the Disinterested Managers, even though less than a quorum of the board of managers of the Managing General Partner of the Company, (iii) by a committee of the Disinterested Managers designated by a majority vote of Disinterested Managers, even though less than a quorum of the board of managers of the Managing General Partner of the Company, or (iv) an “Indemnification Request”arbitration panel selected in accordance with Section 6(e), including therein ; or therewith such documentation and information as is reasonably available (v) by any other group or procedure mutually acceptable to such the Indemnitee and reasonably necessary to determine whether and to what extent such the Company. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within 10 days after such determination. The Secretary Any costs or expenses (including attorneys' fees and disbursements) incurred by Indemnitee in cooperating with the person, persons or entity making the determination discussed in this Section 6(d) with respect to Indemnitee's entitlement to indemnification, shall be borne by the Company (irrespective of the determination as to Indemnitee's entitlement to indemnification) and the Company shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that such hereby indemnifies and agrees to hold Indemnitee has requested indemnification. (b) If an Indemnitee submits an Indemnification Request in accordance with Section 7(a) hereof or an Advancement Request in accordance with Section 6 hereof and (i) harmless therefrom. In making a determination is made with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination shall presume that such Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made to such Indemnitee pursuant to Section 6 hereof, (iii) a determination of entitlement to indemnification shall not have been made by the Company and delivered in writing to such Indemnitee within thirty (30) days after receipt by the Company of such Indemnification Request or (iv) payment of indemnification is not made within forty five (45) days after receipt by the Company of such Indemnification Request, such Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Illinois, or in any other court of competent jurisdiction, determining whether such Indemnitee is entitled to such indemnification or advancement of Expenses. (c) In the event that a determination shall have been made that an Indemnitee is not entitled to indemnification under this Agreement, any judicial proceeding commenced pursuant to this Section 7 shall be conducted in all respects as a de novo trial and no Indemnitee shall be prejudiced by reason of that adverse determination. In any judicial proceeding commenced pursuant to this Section 7 the Company shall have the burden of proving that on proof in overcoming such presumption by clear and convincing evidence. Neither the merits that failure of the Company (including the board of managers of the Managing General Partner or independent legal counsel) to have made a determination prior to the commencement of such Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. (d) In the event that an Indemnitee, action pursuant to this Section 7Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, seeks a judicial adjudication of to enforce such Indemnitee’s rights under, or to recover damages for breach of, this Agreement, such Indemnitee shall be entitled to recover from the Company, and shall be indemnified nor an actual determination by the Company against, any and all expenses (including the board of managers of the types described in the definition Managing General Partner or independent legal counsel) that Indemnitee has not met such applicable standard of Expenses in Section 1 hereof) actually incurred by such Indemnitee in connection with such judicial adjudicationconduct, but only if such Indemnitee prevails therein. If it shall be determined in such judicial adjudication a defense to the action or create a presumption that such Indemnitee is entitled to receive part but has not all met the applicable standard of the indemnification or advancement of expenses sought, the expenses incurred by such Indemnitee in connection with such judicial adjudication shall be appropriately proratedconduct.

Request for Indemnification. (a) To obtain In the event that at any time or from time to time, any party shall determine that it is entitled to indemnification under Article XIII of this Agreement, such party shall give reasonably detailed written notice to the Indemnifying Party (or with respect to notice to any Stockholder, to the Stockholders' Representative) specifying the basis on which indemnification is sought, the amount of the asserted Loss and requesting indemnification. In the event indemnification is required under this Agreement, an Indemnitee (i) with respect to a Claim, it is contemplated by the parties hereto that payment shall submit be made to the Company Indemnified Party at or about the time the Indemnified Party shall be required to make payment with respect to the Claim, unless there shall be a written request dispute as to the Indemnified Party's entitlement to indemnification or the extent thereof, in which case adjustment will be made upon resolution of said dispute, and (an “Indemnification Request”)ii) with respect to any other matter, including therein such payment will be so made at the time the amount of any such item shall have been finally determined and the liability for such indemnification shall have been agreed upon as between the parties or therewith such documentation and information as is reasonably available to such Indemnitee and reasonably necessary to determine whether and to what extent such Indemnitee is entitled to indemnificationhas been otherwise determined. The Secretary of the Company shall, promptly upon Upon receipt of such a any request for indemnification, advise the Board Indemnifying Party may acknowledge his or its indemnification obligations by delivering written notice of such acknowledgement to the Indemnified Party (or with respect to notice to any Stockholder, to the Stockholders' Representative)within thirty (30) days following receipt of notice from the Indemnifying Party's requesting indemnification. Failure on the part of any of the Indemnifying Party so to acknowledge indemnification obligations shall constitute a rejection by such party of the request to indemnify. If after such thirty (30) day period there remains a dispute as to any request for indemnification, the Indemnifying Party and Indemnified Party and/or their representative shall attempt in writing that good faith for thirty (30) days to agree upon the rights of the respective parties with respect to such Indemnitee has requested request for indemnification. If the Indemnifying Party and Indemnified Party should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. (b) If an Indemnitee submits an Indemnification Request no such agreement can be reached after good faith negotiation, either Indemnifying Party or Indemnified Party may, by written notice to the other (or with respect to notice to any Stockholder, to the Stockholders' Representative), demand arbitration of the matter in accordance with Section 7(a) hereof 16.10 hereof, unless the amount of the damage or an Advancement Request loss is at issue in accordance pending litigation with Section 6 hereof a Third Person, in which event arbitration shall not be commenced until such amount is ascertained or both the Indemnifying Party and (i) a determination is made that such Indemnitee is not entitled the Indemnified Party agree to indemnification under arbitration. The decision of the arbitrators as to the validity and amount of any claim shall be binding and conclusive on the parties to this Agreement, (ii) advancement of Expenses is not timely made to such Indemnitee pursuant to Section 6 hereof, (iii) a determination of entitlement to indemnification shall not have been made by the Company and delivered in writing to such Indemnitee within thirty (30) days after receipt by the Company of such Indemnification Request or (iv) payment of indemnification is not made within forty five (45) days after receipt by the Company of such Indemnification Request, such Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Illinois, or in any other court of competent jurisdiction, determining whether such Indemnitee is entitled to such indemnification or advancement of Expenses. (c) In the event that a determination shall have been made that an Indemnitee is not entitled to indemnification under this Agreement, any judicial proceeding commenced pursuant to this Section 7 shall be conducted in all respects as a de novo trial and no Indemnitee shall be prejudiced by reason of that adverse determination. In any judicial proceeding commenced pursuant to this Section 7 the Company shall have the burden of proving that on the merits that such Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. (d) In the event that an Indemnitee, pursuant to this Section 7, seeks a judicial adjudication of to enforce such Indemnitee’s rights under, or to recover damages for breach of, this Agreement, such Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all expenses (of the types described in the definition of Expenses in Section 1 hereof) actually incurred by such Indemnitee in connection with such judicial adjudication, but only if such Indemnitee prevails therein. If it shall be determined in such judicial adjudication that such Indemnitee is entitled to receive part but not all of the indemnification or advancement of expenses sought, the expenses incurred by such Indemnitee in connection with such judicial adjudication shall be appropriately prorated.

Request for Indemnification. Upon written request by Indemnitee for indemnification, a determination with respect to Xxxxxxxxxx's entitlement thereto shall be made by any of the following methods as selected solely by the Indemnitee: (ai) To obtain indemnification under this Agreement, an Indemnitee shall submit by Independent Counsel in a written opinion to the Company board of managers of the Managing General Partner of the Company, a written request copy of which shall be delivered to Indemnitee; (ii) by a majority vote of the Disinterested Managers, even though less than a quorum of the board of managers of the Managing General Partner of the Company, (iii) by a committee of the Disinterested Managers designated by a majority vote of Disinterested Managers, even though less than a quorum of the board of managers of the Managing General Partner of the Company, or (iv) an “Indemnification Request”arbitration panel selected in accordance with Section 6(e), including therein ; or therewith such documentation and information as is reasonably available (v) by any other group or procedure mutually acceptable to such the Indemnitee and reasonably necessary to determine whether and to what extent such the Company. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within 10 days after such determination. The Secretary Any costs or expenses (including attorneys' fees and disbursements) incurred by Indemnitee in cooperating with the person, persons or entity making the determination discussed in this Section 6(d) with respect to Indemnitee's entitlement to indemnification, shall be borne by the Company (irrespective of the determination as to Indemnitee's entitlement to indemnification) and the Company shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that such hereby indemnifies and agrees to hold Indemnitee has requested indemnification. (b) If an Indemnitee submits an Indemnification Request in accordance with Section 7(a) hereof or an Advancement Request in accordance with Section 6 hereof and (i) harmless therefrom. In making a determination is made with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination shall presume that such Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made to such Indemnitee pursuant to Section 6 hereof, (iii) a determination of entitlement to indemnification shall not have been made by the Company and delivered in writing to such Indemnitee within thirty (30) days after receipt by the Company of such Indemnification Request or (iv) payment of indemnification is not made within forty five (45) days after receipt by the Company of such Indemnification Request, such Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Illinois, or in any other court of competent jurisdiction, determining whether such Indemnitee is entitled to such indemnification or advancement of Expenses. (c) In the event that a determination shall have been made that an Indemnitee is not entitled to indemnification under this Agreement, any judicial proceeding commenced pursuant to this Section 7 shall be conducted in all respects as a de novo trial and no Indemnitee shall be prejudiced by reason of that adverse determination. In any judicial proceeding commenced pursuant to this Section 7 the Company shall have the burden of proving that on proof in overcoming such presumption by clear and convincing evidence. Neither the merits that failure of the Company (including the board of managers of the Managing General Partner or independent legal counsel) to have made a determination prior to the commencement of such Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. (d) In the event that an Indemnitee, action pursuant to this Section 7Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, seeks a judicial adjudication of to enforce such Indemnitee’s rights under, or to recover damages for breach of, this Agreement, such Indemnitee shall be entitled to recover from the Company, and shall be indemnified nor an actual determination by the Company against, any and all expenses (including the board of managers of the types described in the definition Managing General Partner or independent legal counsel) that Indemnitee has not met such applicable standard of Expenses in Section 1 hereof) actually incurred by such Indemnitee in connection with such judicial adjudicationconduct, but only if such Indemnitee prevails therein. If it shall be determined in such judicial adjudication a defense to the action or create a presumption that such Indemnitee is entitled to receive part but has not all met the applicable standard of the indemnification or advancement of expenses sought, the expenses incurred by such Indemnitee in connection with such judicial adjudication shall be appropriately proratedconduct.