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.

• 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.

• The failure by Indemnity to timely notify the Company of the commencement of an Indemnified Proceeding will not relieve the Company from any obligation it otherwise would have to Indemnitee under this Agreement, except to the extent the Company is prejudiced in the defense of such Indemnified Proceeding as a result of such failure.

• 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.

• Parent’s and the Surviving Corporation’s obligations under this Section 5.9(b) shall continue in full force and effect for the period beginning upon the acceptance for payment of, and payment by Merger Sub for, any Shares pursuant to the Offer and ending six years from the Effective Time; provided, however, that all rights to indemnification in respect of any Indemnified Proceeding asserted or made within such period shall continue until the final disposition of such Indemnified Proceeding.

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 as defined in Section 7.8(a).

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. (a) as used in the El Paso Agreement, has the meaning set forth in Section 3.5 of the El Paso Agreement, (b) as used in the Trinity Company Agreement, has the meaning set forth in Section 13.7 of the Trinity Company Agreement and (c) as used in the Sponsor Subsidiary Credit Agreement, has the meaning set forth in Section 10.05 of the Sponsor Subsidiary Credit Agreement.

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 as defined in Section 6.3(d)(iii).

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