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 of the type described in Sections 1, 2 or 7.
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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.

  • If, at the time of the receipt of a notice of a Indemnifiable Proceeding pursuant to Articles 1 or 2 of this Procedural Appendix, the Company has directors’ and officers’ liability insurance in effect, the Company shall give prompt notice of the commencement of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies.

  • For each of the years ended December 31, 2009 and 2008, this fee was approximately $93,000.

  • Except as limited by Section 11, to the fullest extent permitted under Bermuda law, all Expenses incurred by Indemnitee in defending against any Indemnifiable Proceeding described in Section 3 or 4 in advance of the final disposition of such Indemnifiable Proceeding shall be paid by the Company at the request of Indemnitee.

  • Promptly after receipt by Indemnitee of notice of any Indemnifiable Proceeding, Indemnitee shall, if a claim in respect of such Proceeding is to be made against the Company under this Agreement, notify the Company in writing of the commencement of such Indemnifiable Proceeding; but the omission to so notify the Company shall not relieve the Company from any liability that it may have to Indemnitee.

  • Indemnifiable Losses arising out nor any Indemnifiable Proceeding.

  • Indemnifiable Proceeding, catalogued, or organization that believes a violation of this subpart has occurred.

  • Except as limited by Section 9, to the fullest extent permitted under Cayman Islands law, all Expenses incurred by Indemnitee in defending against an Indemnifiable Proceeding under Section 1 or 2 in advance of the final disposition of such Indemnifiable Proceeding shall be paid by the Indemnitor at the request of Indemnitee.

  • Indemnifiable Proceeding, DELIVERY, New Jersey: Xxxxxxx Xxxxxxxx Hall.


More Definitions of Indemnifiable Proceeding

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 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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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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Related to Indemnifiable Proceeding

  • Indemnifiable Claim means any Claim 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 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, (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 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. In addition to any service at the actual request of the Company, for purposes of this Agreement, Indemnitee shall be deemed to be serving or to have served at the request of the Company as a director, officer, employee, member, manager, trustee or agent of another entity or enterprise if Indemnitee is or was serving as a director, officer, employee, member, manager, agent, trustee or other fiduciary of such entity or enterprise and (i) such entity or enterprise is or at the time of such service was a Controlled Affiliate, (ii) such entity or enterprise is or at the time of such service was an employee benefit plan (or related trust) sponsored or maintained by the Company or a Controlled Affiliate, or (iii) the Company or a Controlled Affiliate (by action of the Board, any committee thereof or the Company’s Chief Executive Officer (“CEO”) (other than as the CEO him or herself)) caused or authorized Indemnitee to be nominated, elected, appointed, designated, employed, engaged or selected to serve in such capacity.

  • Indemnifiable Person means any person who is or was a director, officer, trustee, manager, member, partner, employee, attorney, consultant, member of an entity’s governing body (whether constituted as a board of directors, board of managers, general partner or otherwise) or other agent or fiduciary of the Company or a Subsidiary or Affiliate of the Company.

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

  • Indemnifiable Expenses Indemnifiable Liabilities" and "Indemnifiable Amounts" shall have the meanings ascribed to those terms in Section 3(a) below.

  • Indemnifiable Liabilities and "Indemnifiable Amounts" shall have the meanings ascribed to those terms in Section 3(a) below.

  • Indemnifiable Event means any event or occurrence related to Indemnitee’s service for the Company or any Subsidiary or Affiliate as an Indemnifiable Person (as defined below), or by reason of anything done or not done, or any act or omission, by Indemnitee in any such capacity.

  • Indemnifiable Damages shall have the meaning set forth in Section 9.1 herein.

  • Jointly Indemnifiable Claim means any Claim for which the Indemnitee may be entitled to indemnification from both an Indemnitee-Related Entity and the Company pursuant to applicable law, any indemnification agreement or the certificate of incorporation, by-laws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or comparable organizational documents of the Company and an Indemnitee-Related Entity.

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

  • Jointly Indemnifiable Claims shall be broadly construed and shall include, without limitation, any claim, demand, action, suit or proceeding for which the Covered Person shall be entitled to indemnification or advancement of Expenses from both (i) the Company and/or any Controlled Entity pursuant to the Indemnification Sources, on the one hand, and (ii) any Indemnitee-Related Entity pursuant to any other agreement between any Indemnitee-Related Entity and the Covered Person pursuant to which the Covered Person is indemnified, the laws of the jurisdiction of incorporation or organization of any Indemnitee-Related Entity and/or the certificate of incorporation, certificate of organization, bylaws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or other organizational or governing documents of any Indemnitee-Related Entity, on the other hand.

  • 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.

  • Adjudicative proceeding means the procedure to be followed in contested cases, as set forth in RSA 541-A:31 through RSA 541-A:36.

  • Third Party Claim has the meaning set forth in Section 7.05(a).

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

  • Company Indemnitee has the meaning set forth in Section 7.2(b).

  • 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).

  • third party proceeding means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, other than an action by or in the right of the corporation.

  • Indemnification Claim has the meaning set forth in Section 10.3.

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

  • Indemnified Matter has the meaning specified in Section 11.4 (Indemnities).

  • 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.

  • Seller Indemnitee has the meaning set forth in Section 9.2(b).

  • 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.