Initiation of Proceeding. Notwithstanding anything in this Agreement to the contrary, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless (i) the Company has joined in or the Board has consented to the initiation of such Proceeding; (ii) the Proceeding is one to enforce indemnification rights under Section 5; or (iii) the Proceeding is instituted after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control) and Independent Counsel has approved its initiation.
Initiation of Proceeding. Notwithstanding anything in this Agreement to the contrary, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless (i) the Company has joined in or the Board has consented to the initiation of such Proceeding, (ii) the Proceeding is one to enforce indemnification rights under Section 5, or (iii) the Proceeding is instituted after a Change in Control and Independent Counsel has approved its initiation.
Initiation of Proceeding. Notwithstanding anything in this Agreement to the contrary, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against Mallinckrodt plc or any of its subsidiaries or any director, officer or employee of Mallinckrodt plc or any of its subsidiaries unless (i) Mallinckrodt plc has joined in or the Board has consented to the initiation of such Proceeding; (ii) the Proceeding is one to enforce indemnification rights under Section 4; or (iii) the Proceeding is instituted after a Change in Control and Independent Counsel has approved its initiation.
Initiation of Proceeding. Notwithstanding anything in this Agreement to the contrary, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding or part thereof initiated by Indemnitee against Xxxxx or any director or officer of Xxxxx unless (i) Xxxxx has joined in or the Board has consented to the initiation of such Proceeding or part thereof; (ii) the Proceeding or part thereof is one to enforce indemnification rights under Section 4; or (iii) the Proceeding or part thereof is instituted after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control) and Independent Counsel has approved its initiation.
Initiation of Proceeding. Notwithstanding anything in this Agreement to the contrary, Indemnified Party shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnified Party against the Corporation or any director or officer of the Corporation unless (i) the Corporation has joined in or the board of directors has consented to the initiation of such Proceeding; (ii) the Proceeding is one to enforce Indemnified Party’s rights under this Agreement, or any other agreement or insurance policy or the Corporation’s Certificate of Incorporation or Bylaws to indemnification or advancement of expenses; or (iii) as otherwise required under applicable law.
Initiation of Proceeding. Notwithstanding anything in this Agreement to the contrary, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless (i) the Company has joined in or the Board has consented to the initiation of such Proceeding, (ii) the Proceeding is one to enforce rights under this Agreement or (iii) the Proceeding is instituted after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control) and Independent Counsel has approved its initiation. The prohibition of indemnification contained in this subsection 2(b) shall apply to the defense of any counterclaim (except for a compulsory counterclaim by the Indemnitee against the Company for which the Indemnitee shall have rights to indemnification in accordance with the terms of this Agreement), cross-claim, affirmative defense or like claim of the Company in such Proceeding).
Initiation of Proceeding. Notwithstanding anything in this Agreement to the contrary, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against Xxxxxxx Controls or any of its Affiliates or any director, officer or employee of Xxxxxxx Controls or any of its Affiliates unless (i) Xxxxxxx Controls has joined in or the Board has consented to the initiation of such Proceeding; (ii) the Proceeding is one to enforce indemnification rights under Section 4; or (iii) the Proceeding is instituted after a Change in Control and Independent Counsel has approved its initiation.
Initiation of Proceeding. If any dispute pertaining to the interpretation of the word “material” in the final paragraph of Section 11 of the Agreement to which this Exhibit H is attached, then either party may initiate arbitration by serving written notice on the other party of its intention to arbitrate the dispute, provided that either party (the “Initiating Party”) may elect, within five (5) days of receipt of such notice, to notify the other party (the “Responding Party”) of such party’s election to submit any such dispute, first, to non-binding mediation. The Initiating Party shall include with such notice a list of no fewer than five (5) proposed mediators not affiliated with the Initiating Party, selected from panels or lists maintained by the AAA. Within two (2) business days of receipt of such notice, the Responding Party shall provide the Initiating Party with a list of one or more mediators from the list provided by the Initiating Party that are agreeable to the Responding Party whereupon the parties shall arrange for one of the mutually agreeable mediators to conduct the mediation as soon as possible, provided that in the absence of a timely response from the Responding Party the Initiating Party shall be entitled to make such arrangement with any of the mediators on the Initiating Party’s list. Prior to the mediation, the parties shall each provide the mediator with a statement setting forth such party’s description of the nature of the dispute and, if applicable, the remedy sought.
Initiation of Proceeding. Notwithstanding anything in this Agreement to the contrary, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless (i) the Company has joined in or the Board has consented to the initiation of such Proceeding; (ii) the Proceeding is one to enforce Indemnitee’s rights under this Agreement, or any other agreement or insurance policy or the Company’s Certificate of Incorporation or Bylaws to indemnification or advancement of expenses; (iii) as otherwise required under Section 145 of the Delaware General Corporation Law or (iv) the Proceeding is instituted after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control) and Independent Counsel has approved its initiation.
Initiation of Proceeding. Notwithstanding anything in this Agreement to the contrary, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against Covidien plc or any of its subsidiaries or any director, officer or employee of Covidien plc or any of its subsidiaries unless (i) Covidien plc has joined in or the Board has consented to the initiation of such Proceeding; (ii) the Proceeding is one to enforce indemnification rights under Section 4; or (iii) the Proceeding is instituted after a Change in Control and Independent Counsel has approved its initiation.
