Primary Proceeding definition

Primary Proceeding means any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative, in which Director is or was a defendant, or is threatened to be made a defendant by reason of the fact that Director is or was an Agent. The term does not include an action by or in the right of KCD to obtain a judgment in KCD's favor.
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Examples of Primary Proceeding in a sentence

  • If Director unreasonably fails to enter into a settlement offered or assented to by the opposing party or parties in any Primary Proceeding or Derivative Proceeding and the settlement is acceptable to KCD, then, notwithstanding any provision of this Agreement, KCD's obligations to indemnify or advance expenses to or on behalf of Director shall not exceed the amount at which settlement could have been made, plus expenses incurred by Director before the settlement could reasonably have been effected.

  • Director shall give KCD (a) notice in writing as soon as possible of any claim made against Director for which indemnity will or could be sought under this Agreement and (b) such information and cooperation (including executing documents and instruments) as KCD may reasonably request in connection with any Primary Proceeding or Derivative Proceeding.

  • Termination of a Primary Proceeding by judgment, order, settlement, conviction or plea of nolo contendere or its equivalent shall not, of itself, create a presumption that Director failed to satisfy the conditions in clauses (a) and (b) of Section 2.1.

  • KCD shall indemnify Director against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with a Primary Proceeding, but only if (a) Director acted in good faith and in a manner that Director reasonably believed to be in the best interests of KCD and (b) in the case of a criminal proceeding, Director had no reasonable cause to believe that Director's conduct was unlawful.

  • To the extent that Director is successful on the merits in defense of any Primary Proceeding or Derivative Proceeding, or in defense of any claim, issue or matter in such a proceeding, KCD shall indemnify Director against expenses actually and reasonably incurred by Director in connection with it.

Related to Primary Proceeding

  • Disciplinary proceeding means an adjudicative proceeding permitted under this

  • 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.

  • Child custody proceeding means a proceeding in which legal custody, physical custody, or visitation with respect to a child is an issue. The term includes a proceeding for dissolution of marriage, separation, neglect, abuse, dependency, guardianship, paternity, termination of parental rights, and protection from domestic violence, in which the issue may appear. The term does not include a proceeding involving juvenile delinquency, contractual emancipation, or enforcement under article III.

  • 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.

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