Proceeding

Proceeding. Shall include any threatened, pending, actual or completed inquiry, interview, investigation, action, suit, arbitration, alternative dispute mechanism, or other proceeding, whether of a civil, administrative, criminal, investigative, legislative or any other nature, including an appellate action of any kind, brought by (i) the Company (or brought on behalf of the Company, including a derivative action) against or involving Indemnitee or Indemnitee's Affiliates by reason of, or in any way... related to, Indemnitee's Official Capacity; (ii) Indemnitee, against or involving the Company or any Other Enterprise by reason of, or in any way related to, Indemnitee's Official Capacity or rights Indemnitee has against the Company or any Other Enterprise under this Agreement, the Governing Documents, or any other agreement or applicable law (but only with respect to a Permitted Action); (iii) any third party against or involving Indemnitee or Indemnitee's Affiliates by reason of, or in any way related to, Indemnitee's Official Capacity, directly or by impleader, cross-claim, counterclaim, or other means; or (iv) Indemnitee against any third party, other than the Company, by reason of, or in any way related to, Indemnitee's Official Capacity, directly or by impleader, cross claim, counterclaim or other means. View More

Proceeding. Shall mean any threatened, pending, or completed action, suit or other type of proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal.

Proceeding. Any judicial or administrative proceeding, or any dispute as to which suit has yet been filed, or other proceeding, to which the Indemnitee is or was a party or target or is threatened to be made a party or target, whether civil, criminal, administrative or otherwise, including any appeal or other proceeding for review, as a result of or in connection with: (i) any dispute arising by reason of the fact that Indemnitee is or was an officer, director, employee or agent of IBC or of an Affiliate... of IBC or is or was serving at the request of IBC as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise or as a trustee, administrator or committee member of any employee benefit plan established and maintained by IBC or by an Affiliate of IBC, or (ii) any claim against Indemnitee arising from Indemnitee's employment with Bank One including, without limitation, a claim by Bank One that Indemnitee violated the terms of certain restrictive covenants described in Section 3 below. Without limitation of any indemnification provided hereunder, an Indemnitee serving (x) another corporation, partnership, joint venture or trust of which 20% or more of the voting power or residual economic interest is held, directly or indirectly, by IBC, or (y) any employee benefit plan of IBC or any entity referred to in clause (x), in any capacity shall be deemed to be doing so at the request of IBC and any proceeding or dispute arising in connection with such entity or benefit plan shall be a Proceeding for purposes of this Agreement View More

Proceeding. Shall include any threatened, pending or completed action, suit, proceeding (including any and all appellate proceedings), arbitration, mediation, alternative dispute resolution mechanism, inquiry or investigation, in each case whether brought by or in the right of the Corporation or otherwise, whether of a civil, criminal, administrative, appellate or investigative nature, and whether of a formal or an informal nature, in which Indemnitee may be involved as a party or otherwise by reason of... the fact that Indemnitee is or was a director, officer, manager, member, employee, agent or fiduciary of the Corporation, or is or was serving at the request of the Corporation as a director, officer, manager, member, employee, agent or fiduciary of another entity, regardless of whether or not Indemnitee is serving in such capacity at the time any liability or expense is incurred for which indemnification or reimbursement is to be provided under this Agreement. View More

Proceeding. 1.7 The term "Proceeding" shall include any threatened, pending or completed action, suit or proceeding (including in each case appeals thereof), whether brought by or in the name of the Company or otherwise, whether of a civil, criminal, administrative, investigative or other nature, whether formal or informal, and whether or not the Indemnitee is or was an officer, employee, agent or fiduciary of the Company, or is or was serving at the request of the Company as an officer, employee, agent,... partner, member, trustee or fiduciary of another Enterprise at the time any liability or Expense is incurred for which indemnification or reimbursement is to be provided under this Agreement. For the avoidance of doubt, the term "Proceeding" shall include any Health and Safety Proceedings, as defined in subsection 8.2. View More

Proceeding. Includes any threatened, pending or completed investigation (other than internal investigations of the conduct of Fannie Mae employees), action, suit or other proceeding, whether brought in the name of Fannie Mae or otherwise, against Indemnitee, for which indemnification is not prohibited under Sections 2(a)-(c) above and whether of a civil, criminal, administrative or investigative nature, including, but not limited to, actions, suits or proceedings in which Indemnitee may be or may have been... involved as a party or otherwise, by reason of the fact that Indemnitee is or was a director, officer, employee or agent of Fannie Mae, or is or was serving, at the request of Fannie Mae, as a director, officer, employee or agent or fiduciary of any other entity, including, but not limited to, another corporation, partnership, joint venture or trust, or by reason of anything done or not done by Indemnitee in any such capacity, whether or not Indemnitee is serving in such capacity at the time any liability or expense is incurred for which indemnification or reimbursement can be provided under this Agreement. View More

Proceeding. Any threatened, pending or completed action, claim, suit, arbitration, alternative dispute mechanism, inquiry, formal or informal judicial, administrative, or legislative hearing, investigation, or any other threatened, pending, or completed judicial, administrative or arbitration proceeding, whether brought by or in the right of the Company or otherwise, including any and all appeals, whether of a civil, criminal, administrative, legislative, investigative, or other nature, to which the... Indemnitee was or is a party or is threatened to be made a party, witness or is otherwise involved in by reason of the Indemnitee's Corporate Status, or by reason of anything done or not done by the Indemnitee in any such capacity, whether or not the Indemnitee maintains such Corporate Status at the time any expense, liability, or loss is incurred for which indemnification or advancement can be provided under this Agreement. View More

Proceeding. Includes, without limitation, any threatened, pending, or completed action, suit, or proceeding, including any appeals related thereto, whether brought by or in the right of the Corporation or otherwise, and whether of a civil, criminal, administrative, or investigative nature, in which Indemnitee is or was a party or is threatened to be made a party by reason of the fact that Indemnitee is or was a director or officer of the Corporation (or of any predecessor or subsidiary of the Corporation... or any successor to the Corporation by merger), or is or was serving at the request of the Corporation as a director, officer, employee, member, manager, agent, or fiduciary of any other corporation, partnership, joint venture, trust, or other enterprise (including but not limited to a subsidiary). Such request by the Corporation shall be presumed to exist in the case of a subsidiary or other entity in which the Corporation has an investment or contractual interest. "Proceeding" also includes an action by Indemnitee, including without limitation any mediation or arbitration, to establish or enforce a right of Indemnitee under this Agreement. View More

Proceeding. Means any claim, suit, litigation, arbitration, mediation, hearing, audit, charge, inquiry, investigation, governmental investigation, regulatory proceeding or other proceeding or action of any nature (whether civil, criminal, legislative, administrative, regulatory, prosecutorial, investigative, or informal) commenced, brought, conducted, or known to be threatened, or heard by or before, or otherwise involving, any Governmental Body, arbitrator or mediator or similar person or body.

Proceeding. Any Action in which any Indemnified Person was, is or will be involved (as a party, non-party witness, potential party or otherwise) directly or indirectly by reason of (i) the Indemnitee's Group Status, (ii) any action alleged to be taken by the Indemnitee or omitted or of any action alleged on his part while acting in the Indemnitee's Group Status, or (iii) establishing or enforcing a right to indemnification under this Agreement or the Act or otherwise, in each case whether or not serving in... such capacity at the time any liability or Expense is incurred for which indemnification, reimbursement, or advancement of Expenses can be provided under this Agreement View More