Action or Proceeding. Other Than an Action by or in the Right of --------------------------------------------------------------- the Indemnitors. --------------- Indemnitee shall be entitled to the indemnification rights provided in this Section 3 if he is or was a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative in nature, other than an action by or in the right of the Indemnitors, by reason of the fact that he is or was a director, officer, employee, agent or fiduciary of the Indemnitors or is or was serving at the request of the Indemnitors as a director, officer, employee, agent, partner, trustee or fiduciary of any other entity, or by reason of anything done or not done by him in any such capacity. Pursuant to this Section 3, Indemnitee shall be indemnified against reasonable costs and expenses (including, but not limited to, counsel fees, costs, judgments, penalties, fines, ERISA excise taxes, and amounts paid in settlement) (collectively, "Damages") actually and reasonably incurred by him in connection with such -------- action, suit or proceeding (including, but not limited to, the investigation, defense or appeal thereof), if, in the case of conduct in his official capacity with the corporation, he acted in good faith and in the Indemnitors's best interests, and in all other cases, he acted in good faith and was at least not opposed to the Indemnitors's best interests, and with respect to any criminal action or proceeding had no reasonable cause to believe his conduct was unlawful, except that no indemnification shall be made in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged to be liable for (i) negligence or misconduct in the performance of his duty to any of the Indemnitors unless and only to the extent that the court in which such action or suit was brought, or any other court of competent jurisdiction, 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 as such court shall deem proper or (ii) the indemnification does not relate to any liability arising under Section 16(b) of the Securities Exchange Act of 1934, as amended, or any of the rules or regulations promulgated thereunder. Notwithstanding the foregoing, the Indemnitors shall be required to indemni...
Action or Proceeding. Other Than an Action by or in the Right of the Company. Indemnitee shall be entitled to the indemnification rights provided herein if Indemnitee is a person who was or is made a party or is threatened to be made a party to or is involved (including, without limitation, as a witness) in any Proceeding, other than an action by or in the right of the Company, LCS or a Subsidiary, as the case may be, by reason of (a) the fact that Indemnitee is or was an Officer of the Company, or (b) anything done or not done by Indemnitee in any such capacity.
Action or Proceeding. No action, proceeding, investigation or administrative hearing before a court or any other governmental agency or body shall have been instituted or threatened against Lessor or Lessee which seeks injunctive relief in anticipation of the sale of the Assets and may reasonably be expected to prohibit the sale of the Assets to Lessee or seeks damages in a material amount by reason of the consummation of such sale.
Action or Proceeding. There shall be pending any suit, action or proceeding that has a reasonable likelihood of success brought by any Governmental Authority against Parent, Company or any of their respective subsidiaries (i) challenging or seeking to make illegal, materially delay or otherwise directly or indirectly restrain or prohibit the making of the Offer, the acceptance for payment of, or payment for, any shares of Company Common Stock by Merger Sub pursuant to the Offer or the consummation of the Merger, or seeking to obtain damages in connection with any such transactions that would result in a Material Adverse Effect on Company, (ii) seeking to prohibit or limit the ownership or operation by Company, Parent or any of their respective subsidiaries of all or any material portion of the business or assets of Company and its subsidiaries, Parent or any of its subsidiaries, or to compel Company, Parent or any of their respective subsidiaries to dispose of or hold separate all or any material portion of their respective business, as a result of the Offer, or the Merger; (iii) seeking to impose limitations on the ability of Parent, Merger Sub or any other affiliate of Parent to acquire or hold, or exercise effectively full rights of ownership of, any shares of Company Common Stock acquired by Merger Sub in the Offer or the Merger, including the right to vote any shares of Company Common Stock on matters properly presented to the stockholders of Company, including the approval and adoption of the Agreement, the plan of merger included in the Certificate of Merger, the Merger and the other transactions contemplated thereby; or (iv) seeking to prohibit Parent or any of its Subsidiaries from effectively controlling in any respect the business or operations of Company and each of the Company Subsidiaries.
Action or Proceeding. There shall not be any action or proceeding by or before any court or other governmental body which seeks to restrain, prohibit or invalidate the transactions contemplated by this Agreement, and there shall not be any action or proceeding seeking a material amount of damages by reason of the consummation of the Merger, the defense of either of which, in the best judgment of the Board of Directors of USP, would involve expense or lapse of time that would be materially adverse to USP’s interests.
Action or Proceeding. No action, proceeding, investigation or administrative hearing before a court or any other governmental agency or body shall have been instituted or threatened against Lessee or Lessor which seeks injunctive relief in anticipation of the transactions contemplated herein and may reasonably be expected to prohibit the transactions contemplated herein or seeks damages in a material amount by reason of the consummation of such transactions.
Action or Proceeding. There shall not be any action or proceeding by or before any court or other governmental body that shall seek to restrain, prohibit, or invalidate the transactions contemplated by this Agreement.
Action or Proceeding. There must not be any pending or threatened Proceeding against Buyer or Seller, or against any Affiliate of Buyer or Seller, (a) involving any challenge to, or seeking damages or other relief in connection with, any of the transactions contemplated under this Agreement, or (b) that may have the effect of preventing, delaying, making illegal, conditioning or otherwise interfering with any of the transactions contemplated under this Agreement.
Action or Proceeding. No suit, action or proceeding, or governmental investigation or inquiry against or concerning, directly or indirectly, Quanterra, IT or ITX, or any of the properties of any of the foregoing shall have been instituted or threatened, nor shall any basis therefor have arisen that might result in any order or judgment of any court or other governmental agency or authority which in the opinion of Quanterra is of such significance or materiality and of such a nature as to render it inadvisable, to consummate the transactions contemplated by this Agreement.
Action or Proceeding. Promptly after receipt by an Indemnified Party of notice of the commencement of any action or proceeding involving a claim referred to in subsection (a) above, such Indemnified Party shall, if a claim in respect thereof is to be made against MPROD under such subsection (a), promptly give notice to MPROD of the commencement of such action or proceeding; provided, however, that the failure of such Indemnified Party to give any such notice shall not (i) relieve MPROD of its obligations under such subsection (a), except to the extent that such failure results in the forfeiture of rights or defenses and MPROD incurs an increased obligation to such Indemnified Party under such subsection (a) on account of such failure, and (ii) in any event relieve MPROD from any liability with respect to such Indemnified Party which MPROD may have otherwise on account of this Agreement or any other Transaction Document or Completion Bond. If any such action or proceeding is brought against any Indemnified Party, unless in the reasonable opinion of counsel for such Indemnified Party a conflict of interest between such Indemnified Party and MPROD may exist in respect of such action or proceeding and representation of both would be inappropriate, MPROD shall be entitled to participate in and to assume the defense thereof with counsel reasonably satisfactory to such Indemnified Party. MPROD shall not, without the prior written consent of such Indemnified Party, effect any settlement of any such pending or threatened action or proceeding, unless such settlement includes (x) an unconditional release of the Indemnified Party from all liability on claims that are the subject matter of such action or proceeding, (y) no admission or acknowledgment of culpability or wrongdoing by such Indemnified Party and (z) no provision for any nonmonetary relief to any Person to be performed by such Indemnified Party.