Common use of Proceedings Initiated by Indemnified Representatives Clause in Contracts

Proceedings Initiated by Indemnified Representatives. Notwithstanding any other provision of this Article XII, the Corporation shall not indemnify an Indemnified Representative under this Article XII for any Liability incurred in a Proceeding initiated (which shall not be deemed to include counter-claims or affirmative defenses) or participated in as an intervenor or amicus curiae by the person seeking indemnification unless such initiation of or participation in the Proceeding is authorized, either before or after its commencement, by the affirmative vote of a majority of the Directors in office. This Section 12.2 does not apply to reimbursement of expenses incurred in successfully prosecuting or defending an arbitration under Section 12.6 or otherwise successfully prosecuting or defending the rights of an Indemnified Representative granted by or pursuant to this Article XII.

Proceedings Initiated by Indemnified Representatives. Notwithstanding any other provision of this Article XIIArticle, the Corporation corporation shall not indemnify an Indemnified Representative under this Article XII an indemnified representative for any Liability liability incurred in a Proceeding proceeding initiated (which shall not be deemed to include counter-claims counterclaims or affirmative defenses) or participated in as an intervenor or amicus curiae by the person seeking indemnification unless such initiation of or participation in the Proceeding proceeding is authorized, either before or after its commencement, by the affirmative vote of a majority of the Directors directors in office. This Section 12.2 section does not apply to a reimbursement of expenses incurred in successfully prosecuting or defending an arbitration under Section 12.6 6 or otherwise successfully prosecuting or defending the rights of an Indemnified Representative indemnified representative granted by or pursuant to this Article XIIArticle.

Proceedings Initiated by Indemnified Representatives. Notwithstanding any other provision of this Article XIIArticle, the Corporation corporation shall not indemnify an Indemnified Representative under this Article XII an indemnified representative for any Liability liability incurred in a Proceeding proceeding initiated (which shall not be deemed to include counter-claims or affirmative defenses) or participated in as an intervenor or amicus curiae by the person seeking indemnification unless such initiation of or ------ ------ participation in the Proceeding proceeding is authorized, either before or after its commencement, by the affirmative vote of a majority of the Directors directors in office. This Section 12.2 section does not apply to reimbursement of expenses incurred in successfully prosecuting or defending an arbitration under Section 12.6 6 or otherwise successfully prosecuting or defending the rights of an Indemnified Representative indemnified representative granted by or pursuant to this Article XIIArticle.

Proceedings Initiated by Indemnified Representatives. Notwithstanding any other provision of this Article XII, the Corporation shall not indemnify an Indemnified Indemnified Representative under this Article XII for any Liability incurred in a Proceeding initiated (which shall not be deemed to include counter-claims or affirmative affirmative defenses) or participated in as an intervenor or amicus curiae by the person seeking indemnification indemnification unless such initiation of or participation in the Proceeding is authorized, either before or after its commencement, by the affirmative affirmative vote of a majority of the Directors in officeoffice. This Section 12.2 does not apply to reimbursement of expenses incurred in successfully prosecuting or defending an arbitration under Section 12.6 or otherwise successfully prosecuting or defending the rights of an Indemnified Indemnified Representative granted by or pursuant to this Article XII.