Common use of Indemnification for Costs, Charges and Expenses of Successful Party Clause in Contracts

Indemnification for Costs, Charges and Expenses of Successful Party. Notwithstanding any limitations of Sections 3(c), 4 and 5 above, to the extent that the Indemnitee has been successful, on the merits or otherwise, in whole or in part, in defense of any Proceeding, or in defense of any claim, issue, or matter therein, including, without limitation, the dismissal of any action without prejudice, or if it is ultimately determined, by final judicial decision of a court of competent jurisdiction from which there is no further right to appeal, that the Indemnitee is otherwise entitled to be indemnified against Expenses, the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee in connection therewith.

Appears in 18 contracts

Samples: Indemnification Agreement (Aris Water Solutions, Inc.), Form of Indemnification Agreement (DocGo Inc.), Indemnification Agreement (Aris Water Solutions, Inc.)

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Indemnification for Costs, Charges and Expenses of Successful Party. Notwithstanding any limitations of Sections 3(c), 4 4, and 5 above, to the extent that the Indemnitee has been successful, on the merits or otherwise, in whole or in part, in defense of any Proceeding, or in defense of any claim, issue, or matter therein, including, without limitation, the dismissal of any action without prejudice, or if it is ultimately determined, by final judicial decision of a court of competent jurisdiction from which there is no further right to appeal, that the Indemnitee is otherwise entitled to be indemnified against Expenses, the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee in connection therewith.

Appears in 13 contracts

Samples: Indemnification Agreement (Linde PLC), Indemnification Agreement (Frontier Communications Corp), Indemnification Agreement (Diamond Offshore Drilling, Inc.)

Indemnification for Costs, Charges and Expenses of Successful Party. Notwithstanding any limitations of Sections 3(c), 4 3(d), 4, and 5 above, to the extent that the Indemnitee has been successful, on the merits or otherwise, in whole or in part, in defense of any Proceeding, or in defense of any claim, issue, or matter therein, including, without limitation, the dismissal of any action without prejudice, or if it is ultimately determined, by final judicial decision of a court of competent jurisdiction from which there is no further right to appeal, that the Indemnitee is otherwise entitled to be indemnified against Expenses, the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee in connection therewith.

Appears in 12 contracts

Samples: Indemnification Agreement (Newegg Commerce, Inc.), Indemnification Agreement (Cogent Biosciences, Inc.), Indemnification Agreement (Piedmont Lithium Inc.)

Indemnification for Costs, Charges and Expenses of Successful Party. Notwithstanding any the limitations of Sections 3(c), 4 and 5 aboveSection 3, to the extent that the Indemnitee has been successful, on the merits or otherwise, in whole or in part, in defense of any Proceedingaction, suit or proceeding (including an action, suit or proceeding brought by or on behalf of the Corporation) or in defense of any claim, issue, issue or matter therein, including, without limitation, the dismissal of any action without prejudice, or if it is ultimately determined, by final judicial decision of a court of competent jurisdiction from which there is no further right to appeal, determined that the Indemnitee is otherwise entitled to be indemnified against Expenses, the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee in connection therewith.

Appears in 9 contracts

Samples: Director and Officer Indemnification Agreement (Along Mobile Technologies Inc), Director and Officer Indemnification Agreement (Along Mobile Technologies Inc), Director and Officer Indemnification Agreement (Along Mobile Technologies Inc)

Indemnification for Costs, Charges and Expenses of Successful Party. Notwithstanding any the limitations of Sections 3(cSection 2(d), 3 and 4 and 5 above, to the extent that the Indemnitee has been successful, on the merits or otherwise, in whole or in part, in defense of any Proceedingaction, suit or proceeding (including an action, suit or proceeding brought by or on behalf of the Company) or in defense of any claim, issue, issue or matter therein, including, without limitation, the dismissal of any action without prejudice, or if it is ultimately determined, by final judicial decision of a court of competent jurisdiction from which there is no further right to appeal, determined that the Indemnitee is otherwise entitled to be indemnified against Expenses, the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee in connection therewith.

Appears in 8 contracts

Samples: Indemnification Agreement (Adept Technology Inc), Form of Indemnification Agreement (California Pizza Kitchen Inc), Indemnification Agreement (Express Scripts Inc)

Indemnification for Costs, Charges and Expenses of Successful Party. Notwithstanding any limitations of Sections 3(c), 3(d), 4 and 5 above, to the extent that the Indemnitee has been successful, on the merits or otherwise, in whole or in part, in defense of any Proceeding, or in defense of any claim, issue, or matter therein, including, without limitation, the dismissal of any action without prejudice, or if it is ultimately determined, by final judicial decision of a court of competent jurisdiction from which there is no further right to appeal, that the Indemnitee is otherwise entitled to be indemnified against Expenses, the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee in connection therewith.

Appears in 8 contracts

Samples: Indemnification Agreement (89bio, Inc.), Indemnification Agreement (Forterra, Inc.), Indemnification Agreement (Skyline Corp)

Indemnification for Costs, Charges and Expenses of Successful Party. Notwithstanding any the limitations of Sections 3(cSection 2(d), 3 and 4 and 5 above, to the extent that the Indemnitee has been successful, on the merits or otherwise, in whole or in part, in defense of any Proceeding, Proceeding or in defense of any claim, issue, issue or matter therein, including, without limitation, the dismissal of any action without prejudice, or if it is ultimately determined, after all appeals by final judicial decision of a court of competent jurisdiction from which there is no further right to appealjurisdiction, that the Indemnitee is otherwise entitled to be indemnified against Expenses, the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee in connection therewith.

Appears in 4 contracts

Samples: Indemnification Agreement (Broadwind Energy, Inc.), Indemnification Agreement (S&W Seed Co), Indemnification Agreement (Dole Food Co Inc)

Indemnification for Costs, Charges and Expenses of Successful Party. Notwithstanding any limitations of Sections 3(c), 3 and 4 and 5 above, to the extent that the Indemnitee has been successful, on the merits or otherwise, in whole or in part, in defense of any Proceeding, or in defense of any claim, issue, issue or matter therein, including, without limitation, the dismissal of any action without prejudice, or if it is ultimately determined, after all appeals by final judicial decision of a court of competent jurisdiction from which there is no further right to appealjurisdiction, that the Indemnitee is otherwise entitled to be indemnified against Expenses, the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred or suffered by the Indemnitee in connection therewith.

Appears in 3 contracts

Samples: Indemnification Agreement (Ancestry.com LLC), Indemnification Agreement (Ancestry.com Inc.), Indemnification Agreement (SCM Microsystems Inc)

Indemnification for Costs, Charges and Expenses of Successful Party. Notwithstanding any limitations of Sections 3(c), 4 and 5 above, to the extent that the Indemnitee has been successful, on the merits or otherwise, in whole or in part, in defense of any Proceeding, or in defense of any claim, issue, issue or matter therein, including, without limitation, the dismissal of any action without prejudice, or if it is ultimately determined, by final judicial decision of a court of competent jurisdiction from which there is no further right to appeal, that the Indemnitee is otherwise entitled to be indemnified against Expenses, the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee in connection therewith.

Appears in 3 contracts

Samples: Indemnification Agreement (Spyre Therapeutics, Inc.), Indemnification Agreement (Spyre Therapeutics, Inc.), Indemnification Agreement (Neurogene Inc.)

Indemnification for Costs, Charges and Expenses of Successful Party. Notwithstanding any the limitations of Sections 3(c3 and 4, subject to Sections 2(a) and 2(b), 4 and 5 above, to the extent that the Indemnitee has been is successful, on the merits or otherwise, in whole or in part, in defense of any Proceeding, Proceeding or in defense of any claim, issue, issue or matter therein, including, without limitation, the dismissal of any action without prejudice, or if it is ultimately determined, by final judicial decision of a court of competent jurisdiction from which there is no further right to appeal, determined that the Indemnitee is otherwise entitled to be indemnified against Expenses, the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee in connection therewith.

Appears in 2 contracts

Samples: Indemnification Agreement     (directors and Officers) (EnerSys), Indemnification Agreement (EnerSys)

Indemnification for Costs, Charges and Expenses of Successful Party. Notwithstanding any the limitations of Sections 3(cSection 2(d), 3 and 4 and 5 above, to the extent that the Indemnitee has been successful, on the merits or otherwise, in whole or in part, in defense of any Proceeding, Proceeding or in defense of any claim, issue, issue or matter therein, including, without limitation, the dismissal of any action without prejudice, or if it is ultimately determined, after all appeals by final judicial decision of a court of competent jurisdiction from which there is no further right to appealjurisdiction, that the Indemnitee is otherwise entitled to be indemnified against Expenses, the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee in connection therewith.

Appears in 2 contracts

Samples: Indemnification Agreement (West Corp), Indemnification Agreement (West Corp)

Indemnification for Costs, Charges and Expenses of Successful Party. Notwithstanding any the limitations of Sections 3(cSection 2(d), 3 and 4 and 5 above, to the extent that the Indemnitee has been successful, on the merits or otherwise, in whole or in part, in defense of any Proceedingaction, suit or proceeding (including an action, suit or proceeding brought by or on behalf of Xxxxxx Xxx) or in defense of any claim, issue, issue or matter therein, including, without limitation, the dismissal of any action without prejudice, or if it is ultimately determined, by final judicial decision of a court of competent jurisdiction from which there is no further right to appeal, determined that the Indemnitee is otherwise entitled to be indemnified against Expenses, the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee in connection therewith.

Appears in 2 contracts

Samples: Indemnification Agreement (Federal National Mortgage Association Fannie Mae), Indemnification Agreement (Federal National Mortgage Association Fannie Mae)

Indemnification for Costs, Charges and Expenses of Successful Party. Notwithstanding any the limitations of Sections 3(c2(e), 3 and 4 and 5 above, to the extent that the Indemnitee has been successful, on the merits or otherwise, in whole or in part, in defense of any Proceedingaction, suit or proceeding (including an action, suit or proceeding brought by or on behalf of the Company) or in defense of any claim, issue, issue or matter therein, including, without limitation, the dismissal of any action without prejudice, or if it is ultimately determined, by final judicial decision of a court of competent jurisdiction from which there is no further right to appeal, determined that the Indemnitee is otherwise entitled to be indemnified against Expenses, the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee in connection therewith.

Appears in 2 contracts

Samples: Form of Indemnification Agreement (Ashworth Inc), Form of Indemnification Agreement (I Flow Corp /De/)

Indemnification for Costs, Charges and Expenses of Successful Party. Notwithstanding any the limitations of Sections 3(cSection 2(d), 3 and 4 and 5 above, to the extent that the Indemnitee has been successful, on the merits or otherwise, in whole or in part, in defense of any Proceedingaction, suit or proceeding (including an action, suit or proceeding brought by or on behalf of Fxxxxx Mxx) or in defense of any claim, issue, issue or matter therein, including, without limitation, the dismissal of any action without prejudice, or if it is ultimately determined, by final judicial decision of a court of competent jurisdiction from which there is no further right to appeal, determined that the Indemnitee is otherwise entitled to be indemnified against Expenses, the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee in connection therewith.

Appears in 2 contracts

Samples: Indemnification Agreement (Federal National Mortgage Association Fannie Mae), Indemnification Agreement (Federal National Mortgage Association Fannie Mae)

Indemnification for Costs, Charges and Expenses of Successful Party. Notwithstanding any limitations of Sections 3(c), ) and 4 and 5 above, to the extent that the Indemnitee has been successful, on the merits or otherwise, in whole or in part, in defense of any Proceeding, or in defense of any claim, issue, or matter therein, including, without limitation, the dismissal of any action without prejudice, or if it is ultimately determined, by final judicial decision of a court of competent jurisdiction from which there is no further right to appeal, that the Indemnitee is otherwise entitled to be indemnified against Expenses, the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee in connection therewith.

Appears in 2 contracts

Samples: Indemnification Agreement (GE Healthcare Holding LLC), Indemnification Agreement (General Electric Co)

Indemnification for Costs, Charges and Expenses of Successful Party. Notwithstanding any limitations of Sections 3(c), 4 3(d), 4, and 5 above, to the extent that the Indemnitee has been successful, on the merits or otherwise, in whole or in part, in defense of any Proceeding, or in defense of any claim, counterclaim, issue, or matter therein, including, without limitation, the dismissal of any action without prejudice, or if it is ultimately determined, by final judicial decision of a court of competent jurisdiction from which there is no further right to appeal, that the Indemnitee is otherwise entitled to be indemnified against Expenses, the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee in connection therewith.

Appears in 1 contract

Samples: Form of Indemnification Agreement (Excelerate Energy, Inc.)

Indemnification for Costs, Charges and Expenses of Successful Party. Notwithstanding any limitations of Sections 3(c‎3(c), 4 ‎3(d), ‎4, and 5 ‎5 above, to the extent that the Indemnitee has been successful, on the merits or otherwise, in whole or in part, in defense of any Proceeding, or in defense of any claim, counterclaim, issue, or matter therein, including, without limitation, the dismissal of any action without prejudice, or if it is ultimately determined, by final judicial decision of a court of competent jurisdiction from which there is no further right to appeal, that the Indemnitee is otherwise entitled to be indemnified against Expenses, the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee in connection therewith.

Appears in 1 contract

Samples: Indemnification Agreement (Rubicon Technologies, Inc.)

Indemnification for Costs, Charges and Expenses of Successful Party. Notwithstanding any the limitations of Sections 3(c), 3 and 4 and 5 above, to the extent that the Indemnitee has been successful, on the merits or otherwise, in whole or in part, in defense of any Proceeding, Proceeding or in defense of any claim, issue, issue or matter therein, including, without limitation, the dismissal of any action without prejudice, or if it is ultimately determined, determined by final judicial decision of a court of competent jurisdiction from which there is no further right to appeal, appeal that the Indemnitee is otherwise entitled to be indemnified against Expenses, the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee in connection therewith.

Appears in 1 contract

Samples: . Indemnification Agreement (Douglas Dynamics, Inc)

Indemnification for Costs, Charges and Expenses of Successful Party. Notwithstanding any the limitations of Sections 3(c2(c), 2(d), 3 and 4 and 5 above, to the extent that the Indemnitee has been successful, on the merits or otherwise, in whole or in part, in defense of any Proceeding, Proceeding or in defense of any claim, issue, issue or matter therein, including, without limitation, the dismissal of any action without prejudice, or if it is ultimately determined, after all appeals by final judicial decision of a court of competent jurisdiction from which there is no further right to appealjurisdiction, that the Indemnitee is otherwise entitled to be indemnified against Expenses, the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee in connection therewith.

Appears in 1 contract

Samples: Indemnification Agreement (Del Frisco's Restaurant Group, LLC)

Indemnification for Costs, Charges and Expenses of Successful Party. Notwithstanding any limitations of Sections 3(c), 4 and 5 aboveExcept as otherwise set forth in this Agreement, to the extent that the Indemnitee has been successful, on the merits or otherwise, in whole or in part, in defense of any Proceeding, or in defense of any claim, issue, or matter therein, including, without limitation, the dismissal of any action without prejudice, or if it is ultimately determined, by final judicial decision of a court of competent jurisdiction from which there is no further right to appeal, that the Indemnitee is otherwise entitled to be indemnified against Expenses, the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee in connection therewith.

Appears in 1 contract

Samples: Indemnification Agreement (GE Vernova LLC)

Indemnification for Costs, Charges and Expenses of Successful Party. Notwithstanding any limitations of Sections 3(c), 4 3 and 5 above, to the extent that the Indemnitee has been successful, on the merits or otherwise, in whole or in part, in defense of any Proceeding, or in defense of any claim, issue, or matter therein, including, without limitation, the dismissal of any action without prejudice, or if it is ultimately determined, by final judicial decision of a court of competent jurisdiction from which there is no further right to appeal, that the Indemnitee is otherwise entitled to be indemnified against Expenses, the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee in connection therewith.

Appears in 1 contract

Samples: Indemnification Agreement (PHI Group, Inc./De)

Indemnification for Costs, Charges and Expenses of Successful Party. Notwithstanding any the limitations of Sections 3(cSection 3(e), 4 and 5 above, to the extent that the Indemnitee has been successful, on the merits or otherwise, in whole or in part, in defense of any ProceedingProceeding (including an action, suit or proceeding brought by or on behalf of the Company) or in defense of any claim, issue, issue or matter therein, including, without limitation, the dismissal of any action without prejudice, or if it is ultimately determined, by final judicial decision of a court of competent jurisdiction from which there is no further right to appeal, determined that the Indemnitee is otherwise entitled to be indemnified against Expenses, the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee in connection therewith.

Appears in 1 contract

Samples: Indemnity Agreement (Bidz.com, Inc.)

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Indemnification for Costs, Charges and Expenses of Successful Party. Notwithstanding any limitations of Sections 3(c), 4 3(d), 4, and 5 above, to the extent that if the Indemnitee has been successful, on the merits or otherwise, in whole or in part, in defense of any Proceeding, or in defense of any claim, counterclaim, issue, or matter therein, including, without limitation, the dismissal of any action without prejudice, or if it is ultimately determined, by final judicial decision of a court of competent jurisdiction from which there is no further right to appeal, that the Indemnitee is otherwise entitled to be indemnified against Expenses, the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee in connection therewith.

Appears in 1 contract

Samples: Form of Indemnification Agreement (Chobani Inc.)

Indemnification for Costs, Charges and Expenses of Successful Party. Notwithstanding any limitations of Sections 3(c3(d), 4 4, and 5 above, to the extent that the Indemnitee has been successful, on the merits or otherwise, in whole or in part, in defense of any Proceeding, or in defense of any claim, issue, or matter therein, including, without limitation, the dismissal of any action without prejudice, or if it is ultimately determined, by final judicial decision of a court of competent jurisdiction from which there is no further right to appeal, that the Indemnitee is otherwise entitled to be indemnified against Expenses, the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee in connection therewith.

Appears in 1 contract

Samples: Indemnification Agreement (Air Lease Corp)

Indemnification for Costs, Charges and Expenses of Successful Party. Notwithstanding any the limitations of Sections 3(c)Section 2, 3 and 4 and 5 above, to the extent that the Indemnitee has been successful, on the merits or otherwise, in whole or in part, in defense of any Proceeding, or in defense of any claim, issue, issue or matter therein, including, without limitation, the dismissal of any action without prejudice, or if it is ultimately determined, by final judicial decision of a court of competent jurisdiction from which there is no further right to appeal, that the Indemnitee is otherwise entitled to be indemnified against Expenses, the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee in connection therewith.

Appears in 1 contract

Samples: Form of Indemnification Agreement (California Water Service Group)

Indemnification for Costs, Charges and Expenses of Successful Party. Notwithstanding any limitations of Sections 3(c), 4 4, and 5 above, to the extent that the Indemnitee has been successful, on the merits or otherwise, in whole or in part, in defense of any Proceeding, or in defense of any claim, counterclaim, issue, or matter therein, including, without limitation, the dismissal of any action without prejudice, or if it is ultimately determined, by final judicial decision of a court of competent jurisdiction from which there is no further right to appeal, that the Indemnitee is otherwise entitled to be indemnified against Expenses, the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee in connection therewith.

Appears in 1 contract

Samples: Indemnification Agreement (W&t Offshore Inc)

Indemnification for Costs, Charges and Expenses of Successful Party. Notwithstanding any the limitations of Sections 3(cSection 2(b), 2(f), 3 and 4 and 5 above, to the extent that the Indemnitee has been successful, on the merits or otherwise, in whole or in part, in defense of any Proceeding, Proceeding or in defense of any claim, issue, issue or matter therein, including, without limitation, the dismissal of any action without prejudice, or if it is ultimately determined, by final judicial decision of a court of competent jurisdiction from which there is no further right to appeal, that the Indemnitee is otherwise entitled to be indemnified against Expenses, the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee in connection therewith.

Appears in 1 contract

Samples: Indemnification Agreement (Quidel Corp /De/)

Indemnification for Costs, Charges and Expenses of Successful Party. Notwithstanding any the limitations of Sections 3(c2(d), 3, and 4 and 5 above, to the extent that the Indemnitee has been successful, on the merits or otherwise, in whole or in part, in defense of any Proceeding, Proceeding or in defense of any claim, issue, or matter therein, including, without limitation, the dismissal of any action without prejudice, or if it is ultimately determined, after all appeals by final judicial decision of a court of competent jurisdiction from which there is no further right to appealjurisdiction, that the Indemnitee is otherwise entitled to be indemnified against Expenses, the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee in connection therewith.

Appears in 1 contract

Samples: Indemnification Agreement (S&W Seed Co)

Indemnification for Costs, Charges and Expenses of Successful Party. Notwithstanding any the limitations of Sections 3(c), 3 and 4 and 5 above, to the extent that the Indemnitee has been successful, on the merits or otherwise, in whole or in part, in defense of any ProceedingProceeding (including an action, suit or proceeding brought by or on behalf of the Company) or in defense of any claim, issue, issue or matter therein, including, without limitation, the dismissal of any action without prejudice, or if it is ultimately determined, by final judicial decision of a court of competent jurisdiction from which there is no further right to appeal, determined that the Indemnitee is otherwise entitled to be indemnified against Expenses, the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred or suffered by the Indemnitee in connection therewith.

Appears in 1 contract

Samples: Indemnification Agreement (Fluor Corp)

Indemnification for Costs, Charges and Expenses of Successful Party. Notwithstanding any the limitations of Sections 3(cSection 2(d), 3 and 4 and 5 above, to the extent that the Indemnitee has been successful, on the merits or otherwise, in whole or in part, in defense of any Proceedingaction, suit or proceeding (including an action, suit or Proceeding brought by or on behalf of the company) or in defense of any claim, issue, issue or matter therein, including, without limitation, the dismissal of any action without prejudice, or if it is ultimately determined, by final judicial decision of a court of competent jurisdiction from which there is no further right to appeal, determined that the Indemnitee is otherwise entitled to be indemnified against Expenses, the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee in connection therewith.

Appears in 1 contract

Samples: Indemnification Agreement (California Water Service Group)

Indemnification for Costs, Charges and Expenses of Successful Party. Notwithstanding any the limitations of Sections 3(cSection 2(d), 3 and 4 and 5 above, to the extent that the Indemnitee has been successful, on the merits or otherwise, in whole or in part, in defense of any Proceedingaction, suit or proceeding (including an action, suit or proceeding brought by or on behalf of the Company or an Other Enterprise) or in defense of any claim, issue, issue or matter therein, including, without limitation, the dismissal of any action without prejudice, or if it is ultimately determined, determined by a final judicial decision of a court of competent jurisdiction adjudication from which there is no further right to appeal, appeal that the Indemnitee is otherwise entitled to be indemnified against Expenses, the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee in connection therewith.

Appears in 1 contract

Samples: Indemnification Agreement (Williams Companies Inc)

Indemnification for Costs, Charges and Expenses of Successful Party. Notwithstanding any the limitations of Sections 3(cSection 2(e), 3 and 4 and 5 above, to the extent that the Indemnitee has been successful, on the merits or otherwise, in whole or in part, in defense of any Proceedingaction, suit or proceeding (including an action, suit or proceeding brought by or on behalf of the Company) or in defense of any claim, issue, issue or matter therein, including, without limitation, the dismissal of any action without prejudice, or if it is ultimately determined, by final judicial decision of a court of competent jurisdiction from which there is no further right to appeal, determined that the Indemnitee is otherwise entitled to be indemnified against Expenses, the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee in connection therewith.

Appears in 1 contract

Samples: Indemnification Agreement (Quidel Corp /De/)

Indemnification for Costs, Charges and Expenses of Successful Party. Notwithstanding any the limitations of Sections 3(cSection 2(g), 3 and 4 and 5 above, to the extent that the Indemnitee has been successful, on the merits or otherwise, in whole or in part, in defense of any Proceeding, Proceeding or in defense of any claim, issue, issue or matter therein, including, without limitation, the dismissal of any action without prejudice, or if it is ultimately determined, by final judicial decision of a court of competent jurisdiction from which there is no further right to appeal, appeal that the Indemnitee is otherwise entitled to be indemnified against Expenses, the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee in connection therewith.

Appears in 1 contract

Samples: Indemnification Agreement (Jupiter Saturn Holding Co)

Indemnification for Costs, Charges and Expenses of Successful Party. Notwithstanding any the limitations of Sections 3(cSection 2(d), 3 and 4 and 5 above, to the extent that the Indemnitee has been successful, on the merits or otherwise, in whole or in part, in defense of any Proceedingaction, suit or proceeding (including an action, suit or proceeding brought by or on behalf of Edison) or in defense of any claim, issue, issue or matter therein, including, without limitation, the dismissal of any action without prejudice, or if it is ultimately determined, by final judicial decision of a court of competent jurisdiction from which there is no further right to appeal, determined that the Indemnitee is otherwise entitled to be indemnified against Expenses, the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee in connection therewith.

Appears in 1 contract

Samples: Indemnification Agreement (Edison Schools Inc)

Indemnification for Costs, Charges and Expenses of Successful Party. Notwithstanding any limitations of Sections 3(c), 4 and 5 above, to the extent that that: (a) the Indemnitee has been successfulentirely prevailed, on the merits or otherwise, in whole or in part, in defense of any Proceeding, or in defense of any claim, issue, or matter therein, including, without limitation, the dismissal of any action without prejudice, or if (b) it is ultimately determined, by final judicial decision of a court of competent jurisdiction from which there is no further right to appeal, that the Indemnitee is otherwise entitled to be indemnified against Expenses, the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee in connection therewith.

Appears in 1 contract

Samples: Indemnification Agreement (Insmed Inc)

Indemnification for Costs, Charges and Expenses of Successful Party. Notwithstanding any limitations of Sections 3(c)‎0, 4 ‎0, ‎0, and 5 ‎0 above, to the extent that the Indemnitee has been successful, on the merits or otherwise, in whole or in part, in defense of any Proceeding, or in defense of any claim, counterclaim, issue, or matter therein, including, without limitation, the dismissal of any action without prejudice, or if it is ultimately determined, by final judicial decision of a court of competent jurisdiction from which there is no further right to appeal, that the Indemnitee is otherwise entitled to be indemnified against Expenses, the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee in connection therewith.

Appears in 1 contract

Samples: Form of Indemnification Agreement (Estrella Immunopharma, Inc.)

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