Permitted Action

Permitted Action. Includes (i) any Proceeding against the Company brought by Indemnitee, alone or with others, in connection with, or related to, the defense by Indemnitee of any Proceeding brought against Indemnitee by a third party, the Company, or any Other Enterprise (or brought on behalf of the Company, including by means of a derivative action), whether by a separately initiated Proceeding, or impleader, cross-claim, counterclaim, or otherwise; (ii) a Proceeding brought by Indemnitee or Indemnitee's... Affiliates to establish or enforce a right of indemnity under this Agreement, an applicable D&O Insurance policy, the Governing Documents, or any other agreement or law pertaining to indemnification of Indemnitee, or to recover Expenses or a Liability of Indemnitee resulting from a Proceeding against Indemnitee; (iii) a Proceeding against the Company or any Other Enterprise brought by Indemnitee which is approved in advance by a majority of the Company's independent directors, excluding Indemnitee; and (iv) a Proceeding brought by Indemnitee which is required under any applicable law; and with respect to (i) through (iv) above, any of the identified actions shall be considered a Permitted Action regardless of whether Indemnitee is ultimately determined to be entitled to the relief sought. View More

Permitted Action. Means any threatened, pending, actual or completed inquiry, investigation, action, suit, arbitration or other proceeding, whether civil, administrative, criminal, or any other type of proceeding whatsoever, including an appellate action of any kind, against the Corporation or any director or officer of the Corporation or any Other Enterprise brought by or on behalf of Indemnitee, alone or with others, (i) that the Corporation has joined in or to which the Board has consented to the initiation... of; (ii) to enforce Indemnitee's indemnification rights (whether under this Agreement, any D&O Insurance, the Governing Documents or applicable law) in connection with any other Proceeding in which Indemnitee actually incurs Liabilities or Expenses; (iii) that is instituted after a Change in Control (other than a Change in Control approved by a majority of the Incumbent Directors) and Independent Counsel, which shall be selected in accordance with Section 8(b)(iii), has approved its initiation; or (iv) that is otherwise required to be brought under applicable law. View More