Common use of Initiation of Proceeding Clause in Contracts

Initiation of Proceeding. Notwithstanding anything in this Agreement to the contrary, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding or part thereof initiated by Indemnitee against Xxxxx or any director or officer of Xxxxx unless (i) Xxxxx has joined in or the Board has consented to the initiation of such Proceeding or part thereof; (ii) the Proceeding or part thereof is one to enforce indemnification rights under Section 4; or (iii) the Proceeding or part thereof is instituted after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control) and Independent Counsel has approved its initiation.

Initiation of Proceeding. Notwithstanding anything in this Agreement to the contrary, Indemnitee shall not be entitled to indemnification or Expense Advances pursuant to this Agreement in connection with any Proceeding or part thereof initiated by Indemnitee against Xxxxx the Company or any director or officer of Xxxxx the Company unless (i) Xxxxx the Company has joined in in, or the Board has consented to in writing to, the initiation of such Proceeding or part thereofProceeding; (ii) the Proceeding or part thereof is one to enforce indemnification or advancement rights under Section 45; or (iii) the Proceeding or part thereof is instituted after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control) and Independent Counsel has approved its initiation.