Proceeding

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. Means any action, claim, suit, proceeding or investigation (including a preliminary investigation or partial proceeding, such as a deposition) pending or known to the Partnership to be threatened

Proceeding. Any actual or threatened inquiry, investigation, action, suit, arbitration, or any other such actual or threatened action or occurrence, whether civil, criminal, administrative or investigative, whether or not initiated prior to the Effective Date, except a proceeding initiated by an Indemnitee pursuant to Section 7 of this Agreement to enforce his or her rights under this Agreement.

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

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 Indemnitees' actions as officers and/or directors of IAC 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 IAC or Puma, and (ii) is not initiated or brought by one or more of the Indemnitees. Transaction Documents shall collectively mean (1) that certain Agreement and Plan of Merger, dated September 29, 2011, by and among Puma, IAC and IAC Merger Corporation, (2) that certain Securities Purchase Agreement, expected to be entered into, by and among Puma, each person listed on Schedule I attached thereto (the Investors), and IAC, but only for purposes of assuming all of Puma's rights, duties and obligations pursuant to Section 11 thereof, and (3) that certain Registration Rights Agreement expected to be entered into by and among Puma, the Investors and IAC, but only for purposes of assuming all of Puma's rights, duties and obligations pursuant to Section 8 thereof. View More

Proceeding. Defined in subsection 2.3

Proceeding. Shall include any threatened, pending or completed action, suit, inquiry or proceeding, whether brought by or in the right of the MLP or the Company or any predecessor, subsidiary or affiliated company or otherwise and whether of a civil, criminal, administrative, arbitrative or investigative nature, in which Indemnitee is or will be involved as a party, as a witness or otherwise, by reason of the fact that Indemnitee is or was a director or officer of the MLP or the Company, by reason of any... action taken by him or of any inaction on his part while acting as a director or officer or by reason of the fact that he is or was serving at the request of the MLP or the Company as a director, officer, trustee, employee or agent of another corporation, partnership, joint venture, trust, limited liability company or other enterprise; in each case whether or not he is acting or serving in any such capacity at the time any liability or expense is incurred for which indemnification or reimbursement can be provided under this Agreement; provided that any such action, suit or proceeding which is brought by Indemnitee against the MLP or the Company or any predecessor, subsidiary or affiliated company or directors or officers of the MLP or the Company or any predecessor, subsidiary or affiliated company, other than an action brought by Indemnitee to enforce his rights under this Agreement, shall not be deemed a Proceeding without prior approval by a majority of the Board of Directors of the Company. View More

Proceeding. Any action, suit, litigation, arbitration, lawsuit, claim, proceeding (including any civil, criminal, administrative, investigative or appellate proceeding, and any informal proceeding), prosecution, contest, hearing, inquiry, audit, examination, investigation, challenge, controversy or dispute commenced, brought or conducted or through any governmental authority, including the courts, or any arbitrator

Proceeding. 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 in the right of the Company or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative or investigative nature, any appeal in any of the foregoing and any inquiry or investigation that could lead to an action, suit or... proceeding, except one initiated by Indemnitee pursuant Section 14 of this Agreement to enforce Indemnitee's rights under this Agreement. View More