third party proceeding definition

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.

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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.

third party proceeding has the meaning set forth in Section 9.2(c)(i).

Examples of third party proceeding in a sentence

• If such settlement or judgment involves solely monetary amounts to be satisfied by the Indemnifying Party and (i) does not involve any injunctive relief or finding or admission of any violation of Law or any admission of wrongdoing by any Indemnified Party, or (ii) fully and finally releases the Indemnified Party completely in connection with such Third Party Proceeding, then the Indemnifying Party shall give written notice of such intended settlement or entry of judgment to the Indemnified Party.

• The Indemnifying Parties shall cooperate with the insurer under the R&W Insurance Policy and any such counsel of the insurer in the defense or prosecution of any Third Party Proceeding or non-third party claim pursuant to Section 10.3(b) and otherwise comply with the requirements of the R&W Insurance Policy in connection therewith.

• If the Indemnified Party fails to consent to such firm offer within ten (10) days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third Party Proceeding and in such event, the maximum Liability of the Indemnifying Party as to such Third Party Proceeding shall not exceed the amount of such settlement offer.

• Except to the extent of Losses payable by an Indemnified Party in connection with a Third Party Proceeding, an Indemnifying Party shall not, in any event, be liable hereunder to any Indemnified Party for any punitive damages.

• If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third Party Proceeding, the Indemnifying Party may settle the Third Party Proceeding upon the terms set forth in its notice to the Indemnified Party; provided, that the Indemnifying Party shall not enter into any settlement pursuant to its rights under Section 10.3(a)(2) to the extent such settlement is, in the good faith opinion of the Indemnified Party, prejudicial to the Indemnified Party’s interests.

More Definitions of third party proceeding

third party proceeding means any threatened, pending or completed action, suit, arbitration, alternative dispute mechanism, inquiry, administrative or legislative hearing or investigation, including any and all appeals, whether civil, criminal or administrative, other than an action by or in the right of the corporation.

third party proceeding shall have the meaning set forth in Section 11.2 hereof;

third party proceeding has the meaning set forth in Section 4.9.

third party proceeding means any claim or the commencement by a Third Party of any Proceeding.

third party proceeding means any civil, criminal, administrative or arbitrative action or suit, including all appeals thereof and any inquiry or investigation which could lead to such action or suit; provided, however, that “Third Party Proceeding” shall not include any of the foregoing by or in the name of the Corporation to procure a judgment in the Corporation’s favor.

third party proceeding means any pending, threatened or completed civil, criminal, administrative or arbitrative action, suit or proceeding, and any appeal therefrom, and any inquiry or investigation which could lead to such action, suit or proceeding, other than an action by or in the right of the Corporation.

third party proceeding has the meaning set out in Section 7.04.