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.
Appears in 4 contracts
Samples: Deed of Indemnification (Johnson Controls International PLC), Indemnification Agreement (Johnson Controls International PLC), Indemnification Agreement (TYCO INTERNATIONAL PLC)
