Proceedings by or in Clause Samples
The "Proceedings by or in" clause defines the circumstances under which legal actions or proceedings may be initiated by or against a party within the context of the agreement. Typically, this clause outlines who has the authority to bring a claim, the types of disputes covered, and the appropriate forum or jurisdiction for such proceedings. For example, it may specify that only certain parties can initiate litigation or that disputes must be resolved in a particular court. The core function of this clause is to provide clarity and structure regarding the initiation and handling of legal proceedings, thereby reducing uncertainty and potential conflicts over where and how disputes are addressed.
Proceedings by or in the Right of the Corporation. ------------------------------------------------- Indemnitee shall be entitled to the rights of indemnification provided in this Section if, by reason of his Corporate Status, he or she is, was or is threatened to be made, a party to any threatened, pending or completed Proceeding brought by or in the right of the Corporation to procure a judgment in its favor. Pursuant to this Section, Indemnitee shall be indemnified against Expenses and amounts paid in settlement (such settlement amounts not to exceed, in the judgment of the Board, the estimated expense of litigating the Proceeding to conclusion) actually and reasonably incurred by him or on his behalf in connection with any such Proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation. Notwithstanding the foregoing, no indemnification against such Expenses or amounts paid in settlement shall be made in respect of any claim, issue or matter in any such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Corporation if applicable law prohibits such indemnification unless the court in which such Proceeding shall have been brought, was brought or is pending, shall determine that indemnification against Expenses or amounts paid in settlement may nevertheless be made by the Corporation.
Proceedings by or in the Right of the Corporation. Indemnitee shall be entitled to the rights of indemnification provided in this Section 4.03 if, by reason of Indemnitee's Corporate Status, Indemnitee was or is, or is threatened to be made, a party to any Proceeding brought by or in the right of the Corporation to procure a judgment in its favor. Indemnitee shall be indemnified against Expenses, judgments, fines and amounts paid in settlement, actually and reasonably incurred by Indemni- tee or on Indemnitee's behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in Good Faith. Notwithstanding the foregoing, no such indemnification shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Corporation, unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such Proceeding shall have been brought determines that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such portion of the settled amount, Expenses, judgments, and fines as such court deems proper.
Proceedings by or in the right of the Corporation or Any Subsidiary of the Corporation. In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in any proceeding pursuant to any Claim brought by or in the right of the Corporation or any subsidiary of the Corporation to procure a judgment in its favor, the Corporation shall, subject to Sections 2.5 and 2.6 and upon the approval of a court of competent jurisdiction, indemnify Indemnitee against any and all Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses) of such Claim. Notwithstanding the foregoing, no such indemnification shall be made in respect of any Claim, issue or matter as to which Indemnitee shall have been finally adjudged to be liable to the Corporation or any subsidiary of the Corporation (unless and only to the extent that the court in which such Claim was brought (or any other court exercising jurisdiction over the matter) shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Expenses which such court shall deem proper.)
Proceedings by or in the Right of the Corporation. ------------------------------------------------- Indemnitee shall be entitled to the rights of indemnification provided in this Section if, by reason of Indemnitee's Corporate Status, Indemnitee is, or is threatened to be made, a party to any threatened, pending or completed Proceeding brought by or in the right of the Corporation to procure a judgment in its favor. Pursuant to this Section, Indemnitee shall be indemnified against Expenses actually and reasonably incurred by or on behalf of Indemnitee and against judgments, penalties, fines and amounts paid in settlement in connection with any such Proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation. Notwithstanding the foregoing, no indemnification against such Expenses and against judgments, penalties, fines and amounts paid in settlement shall be made in respect of any claim, issue or matter in any such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Corporation if applicable law prohibits such indemnification; provided, however, that if -------- ------- applicable law so permits, indemnification against Expenses and against judgments, penalties, fines and amounts paid in settlement shall nevertheless be made by the Corporation in such event if, and only to the extent that, the Second Judicial District Court of the County of Washoe of the State of Nevada, or the court in which such Proceeding shall have been brought or is pending, shall determine.