Proceeding

Proceeding. Shall mean any threatened, pending or completed action, claim, suit, arbitration, alternative dispute resolution mechanism, investigation, administrative hearing or any other proceeding, whether civil, criminal, administrative or investigative, that (i) is associated with Indemnitee's actions as an officer and/or director of Zeta relating to the approval of or consummation of the transactions contemplated by the Transaction Documents, absent fraud, bad faith, gross negligence or intentional... misconduct, including any action brought by or in the right of Zeta or Kura, and (ii) is not initiated or brought by one or more of the Indemnitee. View More

Proceeding. Shall mean any pending, threatened or completed action, hearing, suit or any other proceeding, whether civil, criminal, arbitrative, administrative, investigative or any alternative dispute resolution mechanism, including without limitation any Proceeding brought by or in the right of the Company, in which Indemnitee was, is or will be involved as a party, witness or otherwise, by reason of the fact that Indemnitee is or was an Agent of the Company or any predecessor, by reason of any action... taken by him or her or any inaction on his or her part while acting as an Agent of the Company or any predecessor, whether or not he or she is acting or serving in any such capacity at the time any such Proceeding commences or is ongoing. View More

Proceeding. Means any action, arbitration, audit, assessment, examination, investigation, hearing, litigation or suit (whether civil, criminal, administrative, judicial or investigative, whether formal or informal, and whether public or private) commenced, brought, conducted or heard by or before, or otherwise involving, any Governmental Authority or arbitrator.

Proceeding. Any threatened, pending, or completed action, suit, litigation, proceeding or arbitration or any alternative dispute resolution mechanism (including an action by or in the right of Mallinckrodt plc), or any inquiry, hearing, tribunal or investigation, whether conducted by Mallinckrodt plc or any other party, that Indemnitee in good faith believes might lead to the institution of any such action, suit, litigation, proceeding or arbitration, whether civil, criminal, administrative, investigative,... or other, or otherwise might give rise to adverse consequences or findings in respect of the Indemnitee. View More

Proceeding. Means any pending, threatened or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, administrative hearing or any other proceeding whether civil, criminal, administrative or investigative in which Indemnitee is or may be involved as a witness, respondent, or defendant by reason of being, having been or having agreed to become a director or executive officer of the Company, or, at the request of the Company, being, having been or having agreed to become a... director, officer or fiduciary of any other entity or enterprise. View More

Proceeding. Shall include any threatened, pending or completed action, suit, audit, arbitration, alternative dispute resolution proceeding, administrative hearing or other proceeding, whether brought by or in the right of the Corporation or otherwise and whether of a civil, criminal, administrative, investigative, regulatory or enforcement nature, including without limitation actions involving the U.S. Securities and Exchange Commission, state securities commissions, the U.S. Department of Justice, the... Federal Transportation Safety Board, the Internal Revenue Service and state and local taxing authorities, and any appeal therefrom. View More

Proceeding. Means any voluntary or involuntary proceeding commenced by or against either Company or any Obligor under any provision of the Bankruptcy Code, or under any other bankruptcy or insolvency law, including assignments for the benefit of creditors, formal or informal moratoria, compositions, extensions generally with its creditors, or proceedings seeking dissolution, receivership, reorganization, arrangement, or other similar relief.

Proceeding. Includes any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought by or in the right of the Company or otherwise and whether civil, criminal, administrative or investigative, including any appeal therefrom; including any of the foregoing pending on or before the date of this 10 Agreement;... and excluding any of the foregoing initiated by Director pursuant to Section 9 of this Agreement to enforce his or her rights under this Agreement. View More

Proceeding. Means any action, suit, arbitration, audit, investigation or other proceeding, at law or in equity, before or by any Governmental Authority.

Proceeding. Includes any threatened, pending or completed action, suit, claim, counterclaim, cross claim, arbitration, mediation, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought by or in the right of the Company or otherwise and whether civil, criminal, administrative or investigative, in which the Indemnitee was, is or will be involved as a party, potential party, non-party witness or otherwise,... by reason of the Indemnitee's Corporate Status or by reason of any action taken by the Indemnitee or of any inaction on the Indemnitee's part while acting in the Indemnitee's Corporate Status, in each case whether or not the Indemnitee is acting or serving in any such capacity at the time any liability or expense is incurred for which indemnification can be provided under this Agreement, and including one pending on or before the date of this Agreement, but excluding one initiated by an Indemnitee pursuant to Section 6 of this Agreement to enforce the Indemnitee's rights under this Agreement. 16 (l) ["Bain" means, collectively, Bain Capital L.P. and any entity that controls, is controlled by or under common control with Bain Capital L.P. (other than the Company and any entity that is controlled by the Company) and any investment vehicles or funds managed or controlled, directly or indirectly, by or otherwise affiliated with Bain Capital L.P.] 7 14. Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (i) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the Fullest Extent Permitted By Applicable Law, (ii) such provision or provisions shall be deemed reformed to the fullest extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto, and (iii) to the Fullest Extent Permitted By Applicable Law, the provisions of this Agreement (including, without limitation, each portion of any section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby. Without limiting the generality of the foregoing, this Agreement is intended to confer upon the Indemnitee [and Bain] 8 indemnification rights to the Fullest Extent Permitted By Applicable Law. View More