Indemnifiable Event

Indemnifiable Event. Means any event or occurrence, whether occurring before, on or after the date of this Agreement, related to the fact that Indemnitee is or was a director and/or officer or fiduciary of the Company, or is or was serving at the request of the Company as a director, officer, employee, manager, member, partner, tax matter partner, partnership representative, trustee, agent, fiduciary or similar capacity, of another company, corporation, limited liability company,... partnership, joint venture, employee benefit plan, trust or other entity or enterprise, or by reason of anything done or not done by Indemnitee in any such capacity (in all cases whether or not Indemnitee is acting or serving in any such capacity or has such status at the time any Indemnifiable Amount is incurred for which indemnification, advancement or any other right can be provided by this Agreement). The term "Company," where the context requires when used in this Agreement, may be construed to include such other company, corporation, limited liability company, partnership, joint venture, employee benefit plan, trust or other entity or enterprise. View More

Indemnifiable Event. Any event or occurrence that took or takes place either prior to or after the execution of this Agreement, related to the fact that Indemnitee is or was a director, officer, secretary or employee of Mallinckrodt plc, or while a director, officer, secretary or employee of Mallinckrodt plc is or was serving at the request of Mallinckrodt plc or a direct or indirect subsidiary of Mallinckrodt plc as a director, officer, secretary, employee, trustee, agent, or fiduciary of another foreign or... domestic corporation, partnership, limited liability company, joint venture, employee benefit plan, trust, or other Enterprise (in such capacity, an "Other Enterprise Capacity"), or related to anything done or not done by Indemnitee in any such capacity, whether or not the basis of the Proceeding is alleged action in an official capacity as a director, officer, secretary, employee, trustee, agent, or fiduciary or in any other capacity while serving as a director, officer, secretary, employee, trustee, agent, or fiduciary. View More

Indemnifiable Event. Means either (i) an increase, as a result of a Change in Law, an audit by the applicable taxing authority or any action taken by KMI or KMGP that is inconsistent with the Tax Assumptions, in the sum of Taxes imposed on, payable by, or withheld from payments to Management, over the sum of Taxes, if any, Management would have paid or incurred in such year or shorter tax period with respect thereto based on the Tax Assumptions, computed in each case as provided in Section 4, (ii) any insufficiency... or inadequacy of cash to pay Taxes as contemplated by the definition of "Tax Assumptions" (which insufficiency or inadequacy shall be treated as additional Tax for purposes of Section 3(a)(1)), or (iii) any of the situations described in the last sentence of Section 3(a)(3). View More

Indemnifiable Event. Shall mean any event or occurrence in any way resulting from, arising out of or in connection with, based upon or directly related to the fact that Indemnitee is or was a stockholder, controlling person, director, agent or fiduciary of the Company, or any subsidiary of the Company, or by reason of (or arising in part or in whole out of) any event or occurrence related to (a) the fact that Indemnitee is or was or may be deemed a stockholder, director, officer, employee, controlling person, agent... or fiduciary of the Company, or any subsidiary of the Company, or (b) is or was or may be deemed to be serving at the request of the Company as a stockholder, director, officer, employee, controlling person, agent or fiduciary of another corporation, partnership, limited liability company, joint venture, trust or other enterprise, or (c) to the fullest extent permitted by applicable law, any alleged breach by Indemnitee of his or her fiduciary duty as a director or officer of the Company or any of its subsidiaries, or (d) by reason of any action or inaction on the part of Indemnitee while serving in the capacity of a stockholder, director, officer, employee, controlling person, agent or fiduciary of the Company, or any subsidiary of the Company, including, without limitation, any and all losses, claims, damages, expenses and liabilities, joint or several (including any investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit, proceeding or any claim asserted) under the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise or (e) which relates directly or indirectly to the registration, purchase, sale or ownership of any securities of the Company or to any fiduciary obligation owed with respect thereto or (f) as a direct or indirect result of any Claim made by any stockholder of the Company against Indemnitee and arising out of or related to any round of financing of the Company (including but not limited to Claims regarding non-participation, or non-prorata participation, in such round by such stockholder), or (g) made by a third party against Indemnitee based on any misstatement or omission of a material fact by the Company in violation of any duty of disclosure imposed on the Company by federal or state securities or common laws. View More

Indemnifiable Event. Means any act or omission, whether occurring before, on or after the date of this Agreement, arising from the performance of the Indemnitee's duties or obligations to the Company or any of its subsidiaries, including in connection with any civil, criminal, administrative, investigative or other action, suit or proceeding to which the Indemnitee may hereafter be made a party by reason of being or having been an officer, director, manager, member, partner, tax matters partner, fiduciary or... trustee of, or having served in any other capacity with, another Person or any employee benefit plan at the request of the Company. View More

Indemnifiable Event. Means any event or occurrence related to the fact that the Indemnitee is or was serving as a member of the Board and/or an officer of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.

Indemnifiable Event. Any event or occurrence that takes place either prior to or after the execution of this Agreement, related to the fact that Indemnitee is or was a director, officer, secretary or employee of Johnson Controls, or while a director, secretary or officer of Johnson Controls is or was serving at the request of Johnson Controls or an Affiliate of Johnson Controls as a director, officer, secretary, employee, trustee, agent, or fiduciary of another foreign or domestic corporation, partnership, body... corporate, company, joint venture, employee benefit plan, trust, or other Enterprise, or related to anything done or not done by Indemnitee in any such capacity, whether or not the basis of the Proceeding is alleged action in an official capacity as a director, officer, secretary, employee, trustee, agent, or fiduciary or in any other capacity while serving as a director, officer, secretary, employee, trustee, agent, or fiduciary. View More

Indemnifiable Event. Means any event or occurrence, whether occurring before, on or after the date of this Agreement, related to the fact that Indemnitee is or was a director and/or officer or fiduciary of the Company, or is or was serving at the request of the Company as a director, officer, employee, manager, member, partner, tax matter partner, trustee, agent or fiduciary of another company, corporation, limited liability company, partnership, joint venture, employee benefit plan, trust, agent, fiduciary or... other entity or enterprise, or by reason of anything done or not done by Indemnitee in any such capacity (in all cases whether or not Indemnitee is acting or serving in any such capacity or has such status at the time any Indemnifiable Amount is incurred for which indemnification, advancement or any other right can be provided by this Agreement). References to "serving at the request of the Company" shall include, but not be limited to, any service as a director, officer, employee or agent of the Company or any other entity which imposes duties on, or involves services by, such director officer, employee or agent with respect to any employee benefit plan, employee pension trust, or any similar entity, or any participants or beneficiaries thereof, including as a deemed fiduciary thereto. View More

Indemnifiable Event. Any event or occurrence arising out of or related to the fact that Indemnitee is or was a director, officer, employee, or agent of the Company or an Affiliate of the Company, or is or was serving at the request of the Company or an Affiliate of the Company as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, whether for profit or not, or by reason of anything done or not done by Indemnitee... in any such capacity View More

Indemnifiable Event. Means any event or occurrence, whether occurring before, on or after the date of this Agreement, related to or arising out of the fact that the Indemnitee is or was serving in an Official Capacity (as defined below), or by reason of an action or inaction by the Indemnitee in any such Official Capacity, whether the basis of such Proceeding is an alleged action in an Official Capacity or in any other capacity while serving in an Official Capacity and whether or not serving in any Official... Capacity at the time any Losses are incurred for which indemnity or Expense Advance (as defined below) can be provided under this Agreement. View More