Common use of Expenses as a Party Where Wholly or Partly Successful Clause in Contracts

Expenses as a Party Where Wholly or Partly Successful. Subject to Section 3.04, without limiting the other provisions of this Section 3.01 and Section 3.02, to the fullest extent permitted by applicable law, to the extent that Indemnitee is a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, including dismissal without prejudice, in whole or in part, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or her in connection therewith. If Indemnitee is not wholly successful in such Proceeding, but is successful, on the merits or otherwise, as to one (1) or more but less than all claims, issues or matters in such Proceeding, the Company shall, to the fullest extent permitted by applicable law, indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on his or her behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter. If a reasonably competent counsel engaged to defend solely the successfully resolved claim, issue or matter actually and reasonably incurred an item of Expenses in defending the successfully resolved claim, issue or matter then such item of Expenses shall be covered by the Company in accordance with the provisions of this Section 3.01(d) irrespective of whether the item also benefited the defense of an unsuccessfully resolved claim, issue or matter.

Expenses as a Party Where Wholly or Partly Successful. Subject to Section 3.04, without limiting the Notwithstanding any other provisions of this Section 3.01 and Section 3.02Agreement, to the fullest extent permitted by applicable law, to the extent that Indemnitee is a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, including dismissal without prejudice, in whole or in part, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or her in connection therewith. If Indemnitee is not wholly successful in such Proceeding, but is successful, on the merits or otherwise, as to one (1) or more but less than all claims, issues or matters in such Proceeding, the Company Parties shall, jointly and severally, to the fullest extent permitted by applicable law, indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on his or her behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter. If a reasonably competent counsel engaged to defend solely the successfully resolved claim, issue or matter actually and reasonably incurred an item of Expenses in defending the successfully resolved claim, issue or matter then such item of Expenses shall be covered by the Company in accordance with the provisions of this Section 3.01(d) irrespective of whether the item also benefited the defense of an unsuccessfully resolved claim, issue or matter.

Expenses as a Party Where Wholly or Partly Successful. Subject to Section 3.04, without limiting the Notwithstanding any other provisions of this Section 3.01 and Section 3.02Agreement, to the fullest extent permitted by applicable law, to the extent that Indemnitee is a party to (or a participant in) and is successfulsuccessful in, on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, including dismissal without prejudice, in whole or in part, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or her Indemnitee in connection therewith. If Indemnitee is not wholly successful in such Proceeding, but is successful, on the merits or otherwise, as to one (1) or more but less than all claims, issues or matters in such Proceeding, the Company shall, to the fullest extent permitted by applicable law, indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on his or her Indemnitee’s behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section and without limitation, Indemnitee will be deemed to have been “successful on the merits” upon termination of any claim, issue or matter in such a Proceeding by dismissal, the winning of a motion to dismiss (with or without prejudice) or motion for summary judgment, shall be deemed to be by settlement (with or without court approval), or upon a successful result as to such claim, issue plea of nolo contendere or matter. If a reasonably competent counsel engaged to defend solely the successfully resolved claim, issue or matter actually and reasonably incurred an item of Expenses in defending the successfully resolved claim, issue or matter then such item of Expenses shall be covered by the Company in accordance with the provisions of this Section 3.01(d) irrespective of whether the item also benefited the defense of an unsuccessfully resolved claim, issue or matterits equivalent.

Expenses as a Party Where Wholly or Partly Successful. Subject to Section 3.04, without limiting the Notwithstanding any other provisions of this Section 3.01 and Section 3.02Agreement, to the fullest extent permitted by applicable law, to the extent that Indemnitee is a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, including dismissal without prejudice, in whole or in part, the Company shall Signify Parties shall, jointly and severally, indemnify Indemnitee against all Expenses actually and reasonably incurred by him or her in connection therewith. If Indemnitee is not wholly successful in such Proceeding, but is successful, on the merits or otherwise, as to one (1) or more but less than all claims, issues or matters in such Proceeding, the Company Signify Parties shall, jointly and severally and to the fullest extent permitted by applicable law, indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on his or her behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter. If a reasonably competent counsel engaged to defend solely the successfully resolved claim, issue or matter actually and reasonably incurred an item of Expenses in defending the successfully resolved claim, issue or matter then such item of Expenses shall be covered by the Company in accordance with the provisions of this Section 3.01(d) irrespective of whether the item also benefited the defense of an unsuccessfully resolved claim, issue or matter.