Common use of Initiation of Proceeding Clause in Contracts

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 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 under this Agreement in connection with any Proceeding initiated by Indemnitee against the Company Corporation or any director or officer of the Company Corporation unless (i) the Company Corporation 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 under this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director director, officer, employee or officer agent of the Company unless unless: (i) the Company has joined in or the Board has consented to the initiation of such Proceeding, ; or (ii) the such Proceeding is one to enforce indemnification rights under Section 5, ; or (iii) the such 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, no Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding or part thereof initiated by such Indemnitee against Indemnitor, the Company or any other director or officer of the Company unless (i) the Company has joined in or the Board has consented to the initiation of such Proceeding, Proceeding or part thereof; or (ii) the Proceeding or part thereof 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 initiationthis Agreement.

Initiation of Proceeding. Notwithstanding anything in this Agreement to the contrary, Indemnitee shall not be entitled to indemnification pursuant to under this Agreement in connection with any Proceeding 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.unless:

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 the Company or any director or officer of the Company (other than compulsory counterclaims) 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, 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 or advancement 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 initiationControl.

Initiation of Proceeding. Notwithstanding anything in this Agreement to the contrary, Indemnitee shall not be entitled to indemnification or advancement pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless (ia) the Company has joined in in, or the Board has consented to the initiation of to, such Proceeding, ; or (iib) 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 the Company or any director or officer of the Company or a subsidiary 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 the Company or any director or officer of the Company unless 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 or advancement 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 initiationControl.

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.; or

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 a proceeding under Section 5 to enforce indemnification rights under Section 5rights, 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 the Company or any director or officer of the Company unless (ia) the Company has joined in or the Board has consented to the initiation of such Proceeding, ; or (iib) the Proceeding is one to enforce indemnification enforce, assert or interpret Indemnitee’s rights under Section 5, or (iii) the Proceeding is instituted after a Change in Control and Independent Counsel has approved its initiationthis Agreement.

Initiation of Proceeding. Notwithstanding anything in this Agreement to the contrary, Indemnitee shall not be entitled to indemnification or advancement 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 Indemnitee's rights under Section 5, this Agreement; or (iii) the Proceeding is instituted after a Change in Control and Independent Counsel has approved its initiationControl.

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, 5 or (iii) the Proceeding is instituted after a Change in Control and Independent Counsel has approved its initiationControl.

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 or a subsidiary or affiliate 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 under this Agreement in connection with any Proceeding initiated by Indemnitee against the Company Corporation or any director or officer of the Company Corporation unless (i) the Company Corporation 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 paragraph 5, ; or (iii) the Proceeding is instituted after a Change in Control and the 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 54, 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 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, Proceeding or part thereof; (ii) the Proceeding or part thereof is one to enforce indemnification rights under Section 5, 4; or (iii) the Proceeding or part thereof is instituted after a Change in Control and Independent Counsel has approved its initiation.instituted

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, ; or (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 initiation4.

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 Director or officer 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 Legal 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 Corporation or any director or officer of the Company Corporation unless (i) the Company Corporation 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, 6; 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 under this Agreement in connection with any Proceeding initiated by Indemnitee against the Company Corporation or any director or officer of the Company Corporation unless (i) the Company Corporation 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 paragraph 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 or advancement 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 (A) enforce indemnification rights under Section 5, this Agreement or (B) recover under directors’ and officers’ liability insurance policies maintained by the Company ; or (iii) the Proceeding is instituted after a Change in Control and Independent Counsel has approved its initiationControl.