Indemnifiable Proceeding definition

Indemnifiable Proceeding means any Proceeding of the type described in Sections 3, 4 or 9 of this Agreement, or Article 5 of the Procedural Appendix and any Proceeding approved by the Company Board for such purpose, as contemplated by Section 11(c) of this Agreement.
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Indemnifiable Proceeding means any Proceeding in which the Indemnitee was, is or will be involved as a party or otherwise, by reason of any action taken by such Indemnitee or any inaction on such Indemnitee’s part in each case after the date of this Agreement while acting as a director or officer of the Company or serving at the request of the Company as a director, officer, employee, or agent of another company or corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans.
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Indemnifiable Proceeding means any Proceeding based upon, arising out of or resulting from (i) any actual, alleged or suspected act or failure to act by Indemnitee in his or her capacity as a director, officer, employee or agent of the Company or as a director, officer, employee, member, manager, trustee or agent of any other Person, whether or not for profit (including any employee benefit plan or related trust), as to which Indemnitee is or was serving at the request of the Company as a director, officer, employee, member, manager, trustee or agent, (ii) any actual, alleged or suspected act or failure to act by Indemnitee in respect of any business, transaction, communication, filing, disclosure or other activity of the Company or any other Person referred to in clause (i) of this sentence, or (iii) Indemnitee’s Corporate Status or any actual, alleged or suspected act or failure to act by Indemnitee in connection with any obligation or restriction imposed upon Indemnitee by reason of such Corporate Status.
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Examples of Indemnifiable Proceeding in a sentence

  • Indemnifiable Losses arising out of any Indemnifiable Proceeding.

  • Indemnifiable Proceeding, including any interest accrued, but excluding any Litigation Expenses.

  • Indemnifiable Proceeding, appendices, has a lien attached or is threatened with seizure.

  • STRS interfacing to optical communication equipment follows the same techniques shown in integration with High Data Rate hardware.

  • Indemnifiable Proceeding, it can even be found with inconsistent terms in multiple places in the same agreement.

  • In addition to indemnifying the Indemnified Party against all Indemnifiable Losses, the Indemnifying Party shall defend the Indemnified Party against the Indemnifiable Proceeding.

  • That some will not get to use this benefit while others will, could make them feel like they are less important.

  • Indemnifiable Losses arising out once any Indemnifiable Proceeding.

  • No file here yet! Indemnifiable Proceeding, including any interest accrued, but excluding any Litigation Expenses.

  • If the Parties agree taking a resolution of the riot at mediation, or matter then an Indemnifiable Proceeding, but exhibit such dates shall be anticipated dates only and may be easy to alteration.


More Definitions of Indemnifiable Proceeding

Indemnifiable Proceeding means any Proceeding of the type described in Sections 1, 2 or 7.
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Indemnifiable Proceeding means any judicial or administrative proceeding, arbitration, action, suit, claim, investigation, or proceeding against Indemnified Party arising out of this Agreement and: (i) arising out of Indemnifying Party's act or omission, fraud, negligence, violation of applicable law, or misconduct, or (ii) resulting from a breach of any obligation of the Indemnifying Party hereunder, or (iii) resulting from a third-party claim that the Platform, when used by the Indemnified Party in accordance with this Agreement, infringes Intellectual Property Rights (as defined below) of a third party; (b) “Indemnifiable Losses” means any amount awarded in, or paid in settlement of, any Indemnifiable Proceeding, including any interest accrued, including any Litigation Expenses; and (c) “Litigation Expense” means any reasonable out-of-pocket expense incurred in defending an Indemnifiable Proceeding or in any related investigation or negotiation, including court filing fees, court costs, arbitration fees, witness fees, and attorneys’ and other professionals’ fees and disbursements.
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Indemnifiable Proceeding means any threatened, pending or completed action, suit, arbitration, mediation, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or proceeding, whether brought in the right of the Company or otherwise, whether formal or informal, and whether of a civil, criminal, administrative or investigative nature, including any appeal therefrom and including without limitation any such Proceeding pending as of the date of this Agreement, in which Indemnitee was, is or will be involved as a party, a potential party, a non-party witness or otherwise based upon, arising out of or resulting from (i) any actual, alleged or suspected act or failure to act by Indemnitee in his or her capacity as a director, officer, employee or agent of the Company, as a director, officer, employee, member, manager, trustee or agent of any other corporation, limited liability company, partnership, joint venture, trust or other entity or enterprise, whether or not for profit as to which Indemnitee is or was serving at the request of the Company as a director, officer, employee, member, manager, trustee, agent, or deemed fiduciary, (ii) any actual, alleged or suspected act or failure to act by Indemnitee in respect to any business, transaction, communication, filing, disclosure or other activity of the Company or any other entity or enterprise referred to in clause (i) of this sentence, or (iii) Indemnitee’s status as a current or former director, officer, employee or agent of the Company or as a current or former director, officer, employee, member, manager, trustee or agent of the Company or any other entity or enterprise referred to in clause (i) of this sentence or any actual, alleged or suspected act or failure to act by Indemnitee in connection with any obligation or restriction imposed upon Indemnitee by reason of such status.
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Indemnifiable Proceeding means any Proceeding of the type described in Sections 3, 4 or 8 of this Agreement, or Article 5 of the Procedural Appendix and any Proceeding approved by the Borad for such purpose, as contemplated by Section 10 (c) of this Agreement.
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Related to Indemnifiable Proceeding

  • Indemnifiable Amounts has the meaning given that term in Section 12.6.

  • Indemnifiable Event means any event or occurrence that takes place either before or after the execution of this Agreement, related to the fact that Indemnitee is or was a director or an officer of the Company, or is or was serving at the request of the Company as a director or officer of another corporation, partnership, joint venture or other entity, or related to anything done or not done by Indemnitee in any such capacity, including, but not limited to neglect, breach of duty, error, misstatement, misleading statement or omission.

  • Indemnifiable Losses means any and all Losses relating to, arising out of or resulting from any Indemnifiable Claim.

  • eligible proceeding means a legal proceeding or investigative action, whether current, threatened, pending or completed, in which a director, former director or alternate director of the Company (an “eligible party”) or any of the heirs and legal personal representatives of the eligible party, by reason of the eligible party being or having been a director or alternate director of the Company:

  • Indemnifiable Loss means, with respect to any Person, any action, claim, cost, damage, deficiency, diminution in value, disbursement, expense, liability, loss, obligation, penalty, settlement, suit, or tax of any kind or nature, together with all interest, penalties, legal, accounting and other professional fees and expenses reasonably incurred in the investigation, collection, prosecution and defense of claims and amounts paid in settlement, that may be imposed on or otherwise incurred or suffered by such Person, whether directly or indirectly.

  • Third Party Claim has the meaning set forth in Section 8.3.

  • Indemnified Claim has the meaning set forth in Section 8.2.

  • Indemnitee has the meaning assigned to such term in Section 9.03(b).

  • Protective proceeding means a judicial proceeding in which a protective order is sought or has been issued.

  • Indemnified Party shall have the meaning set forth in Section 5(c).

  • Indemnified Person has the meaning set forth in Section 11.3.

  • Indemnification means an agreement of indemnity or a release from liability where the intent or effect is to shift or limit in any manner the potential liability of the person or firm for failure to adhere to applicable auditing or professional standards, whether or not resulting in part from knowing of other misrepresentations made by the insurer or its representatives.

  • Administrative proceeding means a non-judicial process that is adjudicatory in nature in order to make a determination of fault or liability (e.g., Securities and Exchange Commission Administrative Proceedings, Civilian Board of Contract Appeals Proceedings, and Armed Services Board of Contract Appeals Proceedings). This includes administrative proceedings at the Federal and State level but only in connection with performance of a Federal contract or grant. It does not include agency actions such as contract audits, site visits, corrective plans, or inspection of deliverables.