Indemnified Proceeding definition

Indemnified Proceeding has the meaning set forth in each Operative Document in which it appears.

Indemnified Proceeding has the meaning set forth in Section 12.2.

Indemnified Proceeding shall have the meaning provided in Section 8.02.

Examples of Indemnified Proceeding in a sentence

• No Indemnified Party shall settle or compromise, or consent to the entry of any judgment in, any pending or threatened Indemnified Proceeding in respect of which any payment would result hereunder or under the Operative Documents without the prior written consent of the Indemnifying Party, such consent not to be unreasonably conditioned, withheld or delayed.

• No Indemnified Person shall settle or compromise, or consent to the entry of any judgment in, any pending or threatened Indemnified Proceeding in respect of which any payment would result hereunder or under the Operative Documents without the prior written consent of the Indemnifying Person, such consent not to be unreasonably conditioned, withheld or delayed.

• In the event any Company Indemnified Party is or becomes involved in any Company Indemnified Proceeding, Parent shall, or shall cause the Surviving Corporation to, pay expenses in advance of the final disposition of any such Company Indemnified Proceeding to each Company Indemnified Party to the full extent permitted by law upon receipt of any undertaking contemplated by Section 145 of the DGCL.

• To the extent that an Indemnitee has been successful on the merits or otherwise in defense of any Indemnified Proceeding, or in defense of a claim, issue or matter in such Indemnified Proceeding, the Indemnitee shall be indemnified against Indemnified Expenses actually and reasonably incurred by Indemnitee in connection with such proceeding.

• The termination of an Indemnified Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, or with respect to any criminal action or proceeding, an adjudication that Indemnitee had reasonable cause to believe Indemnitee’s conduct was unlawful.

More Definitions of Indemnified Proceeding

Indemnified Proceeding has the meaning set forth in each Operative Document or Zybrestat Operative Document in which it appears.

Indemnified Proceeding means any civil, criminal or administrative action or proceeding to which you are made a party by reason of your being or having been a director of the Corporation or by reason of your being or having been, at the Corporation's request, a director or officer of any other body corporate of which the Corporation is or was a shareholder or creditor.

Indemnified Proceeding as defined in Subsection 7.8(a).

Indemnified Proceeding as defined in Section 6.3(d)(iii).

Indemnified Proceeding means any litigation, arbitration or other case or proceeding pursuant to which Secured Party has or potentially could have a right to contribution or indemnity from the Company pursuant to the Registration Rights Agreement or the Indemnity Agreement.

Indemnified Proceeding has the meaning indicated in section 4.2(a).

Indemnified Proceeding shall have the meaning ascribed to it in Section 10.3.