Indemnifiable Claim

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. View More

Indemnifiable Claim. Means any Claim in which Indemnitee is or is threatened to be involved as a party, witness or otherwise by reason of the fact that he or she is or was a director of the applicable Quintiles Company, or is or was serving at the request of such Quintiles Company as a director, officer, partner, member, trustee, employee or agent of another foreign or domestic corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise, or as a trustee or... administrator under any employee benefit plan of such Quintiles Company or any wholly owned subsidiary thereof, or by reason of any action alleged to have been taken or omitted in such capacity, including a Claim to enforce any provision of this Agreement. View More

Indemnifiable Claim. Means any Claim based upon, arising out of or resulting from the following: (i) any actual, alleged or suspected act or failure to act by Indemnitee in his or her capacity as a director or officer of the Corporation or as a director or officer (or individual serving in a similar capacity) 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... Corporation; (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 Corporation 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 or officer of the Corporation or as a current or former director or officer (or individual serving in a similar capacity) of 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. View More

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, stockholder, creditor, controlling person, agent or fiduciary of the Company or as a director, officer, employee, stockholder, creditor, member, manager, controlling person, trustee, agent or fiduciary 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, stockholder, creditor, member, manager, controlling person, trustee, agent or fiduciary, (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, stockholder, creditor, controlling person, agent or fiduciary of the Company or as a current or former director, officer, employee, stockholder, creditor, member, manager, controlling person, trustee, agent or fiduciary 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. View More

Indemnifiable Claim. 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 capacity as a member of the Special Committee, (ii) any actual, alleged or suspected act or failure to act by Indemnitee in respect of any business, transaction, demand, proceeding, communication, filing, disclosure or other activity of the Company, the Board or the Special Committee in respect of which any power or authority has been or shall be delegated to... the Special Committee, or (iii) Indemnitee's status as a member of the Special Committee 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. View More

Indemnifiable Claim. Means, with respect to any Indemnitee, any Claim by or against such Indemnitee involving any Losses with respect to which such Indemnitee may be entitled to be indemnified by the Company under this Agreement.

Indemnifiable Claim. Means any Claim based upon, arising out of or resulting from (whether Indemnitee is or was subject to, a target or subject of, a party to or witness or other participant in, or is or was threatened to be made subject to, a target or subject of, a party to or witness or other participant in such Claim) (i) Indemnitee's status as a current or former director, officer, employee or agent of the Company or, (ii) Indemnitee's current or former status 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, to the extent Indemnitee is or was serving in such capacity at the request of the Company. For the avoidance of doubt, an Indemnifiable Claim can relate to any matter, time frame, incident, act or failure to act that occurs or occurred based upon, arising out of or resulting from Indemnitee's current or former status as a director, officer, employee, member, manager, trustee or agent of the Company or any other corporation, limited liability company, partnership, joint venture, trust or other entity or enterprise, whether or not for profit, to the extent Indemnitee is or was serving in such capacity at the request of the Company. View More