Proceeding

Proceeding. Means any threatened, pending or completed action, suit, arbitration, mediation, alternate dispute resolution mechanism, investigation, inquiry, audit, administrative hearing or proceeding, whether brought by or in the right of the Company or otherwise and whether of a civil, criminal, administrative or investigative nature, including any appeal therefrom and including without limitation any such Proceeding pending as of the date of this Agreement, in which Indemnitee was, is or will be... involved as a party, a potential party, a non-party witness or otherwise by reason of (i) the fact that Indemnitee is or was a director or officer of the Company, (ii) any action taken by Indemnitee or any action or inaction on Indemnitee's part while acting as a director or officer of the Company, or (iii) the fact that he or she is or was serving at the request of the Company as a director, trustee, general partner, managing member, officer, employee, agent or fiduciary of the Company or any other Enterprise, in each case whether or not serving in such capacity at the time any liability or Expense is incurred for which indemnification or advancement of expenses can be provided under this Agreement. Reference to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on a person with respect to any employee benefit plan; references to "serving at the request of the Company" shall include any service as a director, officer, employee or agent of the Company which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he or she reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the Company" as referred to in this Agreement. View More

Proceeding. Means any action, claim, suit, proceeding or investigation (including a preliminary investigation or partial proceeding, such as a deposition) pending or, to the knowledge of the Company, threatened.

Proceeding. Includes any threatened, pending or completed claim, action, suit or proceeding, formal or informal, whether brought before or after the date of 1 this Agreement, whether brought in the right of the Company or otherwise and whether of a civil, criminal, administrative or investigative nature, by reason of the fact that the Indemnitee was a director, officer, employee or agent of the Company or any subsidiary of the Company or was serving at the request of the Company as a director,... officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, whether or not he or she is serving in such capacity at the time any Liabilities (as defined herein) or Expenses (as defined herein) are incurred for which indemnification or reimbursement is to be provided under this Agreement. For purposes of this Agreement, if the Indemnitee serves as a director, officer, employee or agent of any corporation, limited liability company, partnership, joint venture, trust or other enterprise that is owned or controlled, wholly or in part, directly or indirectly, by the Company, the Indemnitee shall be conclusively presumed to serve in that capacity at the request of the Company. View More

Proceeding. Means any (a) insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition or other similar proceeding relating to the Company, its property or its creditors as such, (b) proceeding for any liquidation, dissolution or other winding-up of the Company, voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings, (c) assignment for the benefit of creditors of the Company or (d) other marshalling of the assets of the Company.

Proceeding. Shall include any threatened, pending or completed action, suit or proceeding, whether brought in the name of the Company or otherwise and whether of a civil, criminal, administrative or investigative nature, in which Indemnitee may be or may have been involved as a party or otherwise (other than as plaintiff against the Company), by reason of the fact that Indemnitee is or was an Agent of the Company or by reason of any action taken by Indemnitee or of any inaction on Indemnitee's part while... acting as such Agent. View More

Proceeding. Shall mean any completed, actual, pending or threatened action, suit, claim, inquiry or proceeding, whether civil, criminal, administrative or investigative (including an action by or in the right of the Company) and whether formal or informal.

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 civil, criminal, administrative or investigative, in which the Company was, is or will be involved as a party or otherwise, in connection with the Liabilities.

Proceeding. Means any action, suit, arbitration, alternative dispute mechanism, inquiry, administrative or legislative hearing, investigation or any other actual, threatened or completed proceeding, for which indemnification is not prohibited under Sections 2(a)-(d), including any and all appeals, whether civil, criminal, administrative or investigative, to which Indemnitee was or is made a party or is threatened to be made a party or is otherwise involved by reason of the fact that Indemnitee is or was a... director or officer of the Company or is or was serving at the request of the Company as a director or officer of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan. View More

Proceeding. Shall mean any threatened, pending or completed action, suit, arbitration, mediation, other alternative dispute resolution proceeding, investigation or proceeding, and any appeal thereof, whether civil, criminal, administrative or investigative and/or any inquiry or investigation, whether conducted by the Company or any other party, that the Indemnitee reasonably believes might lead to the institution of any such action. 3 (f) "Reviewing Party" shall mean any appropriate person or body... consisting of the "independent" (as such term is defined by the NASD) member or members of the Company's Board or any other person or body appointed by such independent member or members (including the special independent counsel referred to in Section 6) who is not a party to the particular Proceeding with respect to which the Indemnitee is seeking indemnification. If there are no independent members of the Company's Board who are disinterested in the matter under review, the Reviewing Party will be the special independent counsel referred to in Section 6. View More

Proceeding. Any threatened, pending or completed action, suit arbitration, proceeding, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual threatened, or completed proceeding, whether brought in the right of the Company or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative or investigative nature, or in any bankruptcy case or related proceeding, in which Indemnitee was, is or will be involved... as a party, a witness or otherwise by reason of the fact that Indemnitee is or was an Agent, or by reason of anything done or not done by him or her in any such capacity. View More