Common use of Proceedings Initiated by Indemnitee Clause in Contracts

Proceedings Initiated by Indemnitee. To indemnify or advance Expenses to Indemnitee with respect to Proceedings initiated or brought voluntarily by Indemnitee and not by way of defense, except (i) as provided in Section 13 of this Agreement, (ii) with respect to any Proceeding specifically authorized by the Board of Directors, or (iii) as otherwise required under Section 145 of the Delaware General Corporation Law; provided, however, that such indemnification or advancement of Expenses may be provided by the Company in specific cases if the Board of Directors determines it to be appropriate; or