Action or Proceedings Sample Clauses
The "Action or Proceedings" clause defines the rules and procedures governing how legal actions or disputes related to the agreement are to be initiated and conducted. Typically, this clause specifies the appropriate courts or jurisdictions where lawsuits may be filed, outlines any requirements for notice before commencing legal action, and may address whether alternative dispute resolution methods like arbitration must be attempted first. Its core practical function is to provide clarity and predictability for both parties regarding the process for resolving disputes, thereby reducing uncertainty and potential conflicts over where and how legal proceedings should occur.
Action or Proceedings. Other than an Action by or in the Right of the Corporation. Except as limited by Section 3 above, Indemnitee shall be entitled to the indemnification rights provided in this Section if Indemnitee is a party or is threatened to be made a party to any Proceeding (other than an action by or in the name of the Corporation) by reason of the fact that Indemnitee is or was an independent or non-independent director or officer of the Corporation, or is or was serving at the request of the Corporation as an officer or director of another entity; or by reason of anything done or not done by Indemnitee in any such capacity. Pursuant to this Section, Indemnitee shall be indemnified against all costs, judgments, penalties, fines, liabilities, amounts paid in settlement by or on behalf of Indemnitee, and Expenses actually and reasonably incurred by Indemnitee in connection with such Proceeding, if Indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal Proceeding, had no reasonable cause to believe his or her conduct was unlawful.
Action or Proceedings. No action or proceeding before a court or any other governmental agency or body shall have been instituted or threatened to restrain or prohibit the transactions contemplated hereby, and no order, decree or judgment of any court, agency, commission or governmental authority shall be outstanding which seeks to or would render it unlawful to consummate the transactions described herein.
Action or Proceedings. There shall not be any actual or threatened --------------------- action or proceeding by or before any court or other governmental body which shall seek to restrain, prohibit or invalidate the transactions contemplated by this Agreement, nor shall there be any actual action or proceeding seeking a material amount of damages by reason of the consummation of the Merger.