Common use of Indemnification for Expenses of a Party Who is Wholly or Partly Successful Clause in Contracts

Indemnification for Expenses of a Party Who is Wholly or Partly Successful. (a) To the extent that the Indemnitee is, by reason of his Corporate Status, a party to and is successful, on the merits, in any Proceeding, the Company will indemnify the Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith. If the Indemnitee is not wholly successful in defense of any Proceeding but is successful on the merits, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify the Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection with each such successfully resolved claim, issue or matter. For purposes of this Section 5(a) 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. The provisions of this Section 5(a) are subject to Section 5(b) hereof.

Appears in 15 contracts

Samples: Indemnification Agreement (Ladder Capital Corp), Indemnification Agreement (Ignite Restaurant Group, Inc.), Indemnification Agreement (Ignite Restaurant Group, Inc.)

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Indemnification for Expenses of a Party Who is Wholly or Partly Successful. (a) To the extent that the Indemnitee is, by reason of his Corporate Status, is a party to or a participant in and is successful, successful (on the meritsmerits or otherwise) in defense of any Proceeding or any claim, in any Proceedingissue or matter therein, the Company will shall indemnify the Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith. If To the extent permitted by applicable law, if Indemnitee is not wholly successful in defense of any such Proceeding but is successful successful, on the meritsmerits or otherwise, as to in defense of one or more but less fewer than all claims, issues or matters in such Proceeding, the Company shall indemnify the Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection with (a) each successfully resolved claim, issue or matter and (b) any claim, issue or matter related to any such successfully resolved claim, issue or matter. For purposes of this Section 5(a) and without limitation4, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, or settlement, with or without court approval, shall be deemed to be a successful result as to such claim, issue or matter. The provisions of this Section 5(a) are subject to Section 5(b) hereof.

Appears in 10 contracts

Samples: Indemnification Agreement (Aerohive Networks, Inc), Indemnification Agreement (Rimini Street, Inc.), Form of Indemnification Agreement (Loop Industries, Inc.)

Indemnification for Expenses of a Party Who is Wholly or Partly Successful. (a) To the extent that the Indemnitee is, by reason of his Corporate Status, is a party to or a participant in and is successful, successful (on the meritsmerits or otherwise) in defense of any Proceeding or any claim, in any Proceedingissue or matter therein, the Company will shall indemnify the Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith. If To the extent permitted by applicable law, if Indemnitee is not wholly successful in defense of any such Proceeding but is successful successful, on the meritsmerits or otherwise, as to in defense of one or more but less fewer than all claims, issues or matters in such Proceeding, the Company shall indemnify the Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection with (a) each successfully resolved claim, issue or matter and (b) any claim, issue or matter related to any such successfully resolved claim, issue issuer or matter. For purposes of this Section 5(a) and without limitation4, 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. The provisions of this Section 5(a) are subject to Section 5(b) hereof.

Appears in 6 contracts

Samples: Indemnification Agreement (Propanc Biopharma, Inc.), Indemnification Agreement (Arista Networks, Inc.), Indemnification Agreement (Propanc Biopharma, Inc.)

Indemnification for Expenses of a Party Who is Wholly or Partly Successful. (a) To Notwithstanding any other provision of this Agreement, to the extent that the Indemnitee is, by reason of his Corporate Status, a party to and is successful, on the meritsmerits or otherwise, in any Proceeding, the Company will indemnify the Indemnitee he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith. If the Indemnitee is not wholly successful in defense of any such Proceeding but is successful successful, on the meritsmerits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify the Indemnitee against all Expenses expenses actually and reasonably incurred by him or on his behalf in connection with each such successfully resolved claim, issue or matter. For purposes of this Section 5(a) 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. The provisions of this Section 5(a) are subject to Section 5(b) hereof.

Appears in 6 contracts

Samples: Indemnification Agreement (Lydall Inc /De/), Employment Agreement (Lydall Inc /De/), Employment Agreement (Lydall Inc /De/)

Indemnification for Expenses of a Party Who is Wholly or Partly Successful. (a) To Notwithstanding any other provision of this Agreement, to the extent that the Indemnitee is, by reason of his Corporate Status, a party to and is successful, on the meritsmerits or otherwise, in any Proceeding, the Company will indemnify the Indemnitee he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith. If the Indemnitee is not wholly successful in defense of any such Proceeding but is successful successful, on the meritsmerits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company Corporation shall indemnify the Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection with each such successfully resolved claim, issue or matter. For the purposes of this Section 5(a) and without limitationlimiting the foregoing, the termination of any claim, issue or matter in any such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter. The provisions of this Section 5(a) are subject to Section 5(b) hereof.

Appears in 4 contracts

Samples: Indemnification Agreement (Barnes Group Inc), Indemnification Agreement (Barnes Group Inc), Indemnification Agreement (Indevus Pharmaceuticals Inc)

Indemnification for Expenses of a Party Who is Wholly or Partly Successful. (a) To Notwithstanding any other provision of this Agreement, to the extent that the Indemnitee is, by reason of his Corporate Status, a party to and is successful, on the meritsmerits or otherwise, in any Proceeding, the Company will indemnify the Indemnitee he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith. If the Indemnitee is not wholly successful in defense of any such Proceeding but is successful successful, on the meritsmerits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify the Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection with each such successfully resolved claim, issue or matter. For purposes of this Section 5(a) 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. The provisions of this Section 5(a) are subject to Section 5(b) hereof.

Appears in 3 contracts

Samples: Stephen Savitsky (Tender Loving Care Health Care Services Inc/ Ny), Agreement (Tender Loving Care Health Care Services Inc/ Ny), Tender Loving Care Health Care Services Inc/ Ny

Indemnification for Expenses of a Party Who is Wholly or Partly Successful. (a) To Notwithstanding any other provision of this Agreement, to the extent that the Indemnitee is, by reason of his Corporate Status, a party to and is successful, on the meritsmerits or otherwise, in any Proceeding, the Company will indemnify the Indemnitee he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith. If the Indemnitee is not wholly successful in defense of any Proceeding such Proceeding, but is successful successful, on the meritsmerits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify the Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection with each such successfully resolved claim, issue or matter. For the purposes of this Section 5(a) and without limitation, the termination of any claim, issue or matter in such a Proceeding by settlement or dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter. The provisions of this Section 5(a) are subject to Section 5(b) hereof.

Appears in 3 contracts

Samples: Indemnification Agreement (National General Holdings Corp.), Indemnification Agreement (Amtrust Financial Services, Inc.), Indemnification Agreement (Maiden Holdings, Ltd.)

Indemnification for Expenses of a Party Who is Wholly or Partly Successful. (a) To Notwithstanding any other provision of this Agreement, to the extent that the Indemnitee is, by reason of his Corporate Status, a party to and is successful, on the meritsmerits or otherwise, in any Proceeding, the Company will indemnify the Indemnitee he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith. If the Indemnitee is not wholly successful in defense of any such Proceeding but is successful successful, on the meritsmerits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify the Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection with each such successfully resolved claim, issue or matter. For purposes of this Section 5(a) 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. The provisions of this Section 5(a) are subject to Section 5(b) hereof.

Appears in 3 contracts

Samples: S Services Agreement (Charlotte's Web Holdings, Inc.), Indemnification Agreement (Globalstar, Inc.), Agreement (Insituform Technologies Inc)

Indemnification for Expenses of a Party Who is Wholly or Partly Successful. (a) To Notwithstanding any other provision of this Agreement, to the extent that the Indemnitee is, by reason of his Corporate StatusPosition, a party to and is successful, on the meritsmerits or otherwise, in defense of any Proceeding, the Company will indemnify the Indemnitee he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith. If the Indemnitee is not wholly successful in defense of any Proceeding such Proceeding, but is successful successful, on the meritsmerits or otherwise, as to in defense of one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify the Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection with each such successfully resolved claim, issue or matter. For purposes of this Section 5(a) 6 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. The provisions of this Section 5(a) are subject to Section 5(b) hereof.

Appears in 2 contracts

Samples: Indemnity Agreement (Miller Herman Inc), Indemnity Agreement (Miller Herman Inc)

Indemnification for Expenses of a Party Who is Wholly or Partly Successful. (a) To Notwithstanding any other provisions of this Agreement and except as provided in Section 7, to the extent that the Indemnitee is, by reason of his Corporate Status, is a party to or a participant in any Proceeding and is successfulsuccessful in such Proceeding or in defense of any claim, on the merits, in any Proceedingissue or matter therein, the Company will shall indemnify the Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf her in connection therewith. If the Indemnitee is not wholly successful in defense of any such Proceeding but is successful on the merits, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify the Indemnitee against all Expenses actually and reasonably incurred by him Indemnitee or on his or her behalf in connection with each such successfully resolved claim, issue or matter. For purposes of this Section 5(a) 5 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. The provisions of this Section 5(a) are subject to Section 5(b) hereof.

Appears in 2 contracts

Samples: Indemnification Agreement (Allurion Technologies Holdings, Inc.), Form of Indemnification Agreement (Fifth Wall Acquisition Corp. I)

Indemnification for Expenses of a Party Who is Wholly or Partly Successful. (a) To Notwithstanding any other provision of this Agreement, to the extent that the Indemnitee is, by reason of his Corporate Status, a party to and is successful, on the meritsmerits or otherwise, in any Proceeding, the Company will indemnify the Indemnitee he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith. If the Indemnitee is not wholly successful in defense of any such Proceeding but is successful successful, on the meritsmerits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify the Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection with each such successfully resolved claim, issue or matter. For purposes of this Section 5(a) and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissaldismissal or withdrawal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter. The provisions of this Section 5(a) are subject to Section 5(b) hereof.

Appears in 2 contracts

Samples: Indemnification Agreement (Nortek Inc), Indemnity Agreement (BNS Co)

Indemnification for Expenses of a Party Who is Wholly or Partly Successful. (a) To Notwithstanding any other provisions of this Agreement, to the extent that the Indemnitee is, by reason of his Corporate Status, is a party to (or a participant in) and is successful, on the meritsmerits or otherwise, in any ProceedingProceeding or in defense of any claim, issue or matter therein, in whole or in part, the Company will shall indemnify the and hold harmless Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith. If the Indemnitee is not wholly successful in defense of any Proceeding but is successful on the merits, as to one or more but less than all claims, issues or matters in such Proceeding, the Company also shall indemnify the and hold harmless Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection with each such successfully resolved a claim, issue or mattermatter related to any claim, issue, or matter on which the Indemnitee was successful. For purposes of this Section 5(a) 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. The provisions of this Section 5(a) are subject to Section 5(b) hereof.

Appears in 2 contracts

Samples: Indemnity Agreement (Electronics for Imaging Inc), Form of Indemnity Agreement (Spansion Inc.)

Indemnification for Expenses of a Party Who is Wholly or Partly Successful. (a) To Notwithstanding any other provisions of this Agreement, to the extent that the Indemnitee is, by reason of his Corporate Status, is a party to or a participant in any Proceeding and is successfulsuccessful in such Proceeding or in defense of any claim, on the merits, in any Proceedingissue or matter therein, the Company will shall indemnify the Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf her in connection therewith. If the Indemnitee is not wholly successful in defense of any such Proceeding but is successful on the merits, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify the Indemnitee against all Expenses actually and reasonably incurred by him Indemnitee or on his or her behalf in connection with each such successfully resolved claim, issue or matter. For purposes of this Section 5(a) and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, motion for summary judgment, settlement (with or without court approval), or upon a plea of nolo contendere or its equivalent shall be deemed to be a successful result as to such claim, issue or matter. The provisions of this Section 5(a) are subject to Section 5(b) hereof.

Appears in 2 contracts

Samples: Indemnification Agreement (Biolase, Inc), Indemnification Agreement (Biolase, Inc)

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Indemnification for Expenses of a Party Who is Wholly or Partly Successful. (a) To the extent that the Indemnitee is, by reason of his Corporate Status, is a party to or a participant in and is successful, successful (on the meritsmerits or otherwise) in defense of any Proceeding or any claim, in any Proceedingissue or matter therein, the Company will shall indemnify the Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith. If To the extent permitted by applicable law, if Indemnitee is not wholly successful in defense of any such Proceeding but is successful successful, on the meritsmerits or otherwise, as to in defense of one or more but less fewer than all claims, issues or matters in such Proceeding, the Company shall indemnify the Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection with (a) each successfully resolved claim, issue or matter and (b) to the fullest extent permitted by applicable law, any claim, issue or matter related to any such successfully resolved claim, issue issuer or matter. For purposes of this Section 5(a) and without limitation4, 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. The provisions of this Section 5(a) are subject to Section 5(b) hereof.

Appears in 1 contract

Samples: Indemnification Agreement (A10 Networks, Inc.)

Indemnification for Expenses of a Party Who is Wholly or Partly Successful. (a) To Notwithstanding any other provision of this Agreement, to the extent that the Indemnitee is, by reason of his Corporate Status, a party to and is successful, on the meritsmerits or otherwise, in defense of any Proceeding, the Company will indemnify the Indemnitee he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith. If the Indemnitee is not wholly successful in defense of any such Proceeding but is successful successful, on the meritsmerits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify the Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection with each such successfully resolved claim, issue or matter. For purposes of this Section 5(a) 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. The provisions of this Section 5(a) are subject to Section 5(b) hereof.

Appears in 1 contract

Samples: Indemnification Agreement (Omega Protein Corp)

Indemnification for Expenses of a Party Who is Wholly or Partly Successful. (a) To Notwithstanding any other provision of this Agreement, to the extent that the Indemnitee is, by reason of his Corporate Status, a party to and is successful, on the meritsmerits or otherwise, in any Proceeding, the Company will indemnify the Indemnitee he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith. If the Indemnitee is not wholly successful in defense of any such Proceeding but is successful successful, on the meritsmerits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify the Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection with each such successfully resolved claim, issue or matter. For purposes of this Section 5(a) 5 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. The provisions of this Section 5(a) are subject to Section 5(b) hereof.

Appears in 1 contract

Samples: Indemnification Agreement (Aegion Corp)

Indemnification for Expenses of a Party Who is Wholly or Partly Successful. (a) To the extent that the Indemnitee is, by reason of his Corporate Status, a party to and is successful, on the merits, in any Proceeding, the Company will indemnify the Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith. If the Indemnitee is not wholly successful in defense of any Proceeding but is successful on the merits, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify the Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection with each such successfully resolved claim, issue or matter. For purposes of this Section 5(a6(a) 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. The provisions of this Section 5(a6(a) are subject to Section 5(b6(b) hereof.

Appears in 1 contract

Samples: Indemnification Agreement (Technical Olympic Usa Inc)

Indemnification for Expenses of a Party Who is Wholly or Partly Successful. (a) To Notwithstanding any other provisions of this Agreement and except as provided in Section 7, to the extent that the Indemnitee is, by reason of his Corporate Status, is a party to or a participant in any Proceeding and is successfulsuccessful in such Proceeding or in defense of any claim, on the merits, in any Proceedingissue or matter therein, the Company will shall indemnify the Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith. If the Indemnitee is not wholly successful in defense of any such Proceeding but is successful on the merits, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify the Indemnitee against all Expenses actually and reasonably incurred by him Indemnitee or on his behalf in connection with each such successfully resolved claim, issue or matter. For purposes of this Section 5(a) 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. The provisions of this Section 5(a) are subject to Section 5(b) hereof.

Appears in 1 contract

Samples: Indemnification Agreement (Unwired Planet, Inc.)

Indemnification for Expenses of a Party Who is Wholly or Partly Successful. (a) To the extent that the Indemnitee is, by reason of his the associated Corporate StatusStatus from and after the Effective Date, a party to and is successful, successful on the merits, merits in any Proceeding, the Company will indemnify the Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf of the Indemnitee in connection therewith. If the Indemnitee is not wholly successful in defense of any Proceeding but is successful on the merits, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify the Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf of the Indemnitee in connection with each such successfully resolved claim, issue or matter. For purposes of this Section 5(a) 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. The provisions of this Section 5(a) are subject to Section 5(b) hereof.

Appears in 1 contract

Samples: Indemnification Agreement (Ecotality, Inc.)

Indemnification for Expenses of a Party Who is Wholly or Partly Successful. (a) To the extent that the Indemnitee is, by reason of his Corporate Status, a party to and is successful, on the merits, in any Proceeding, the Company will indemnify the Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith. If the Indemnitee is not wholly successful in defense of any Proceeding but is successful on the merits, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify the Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection with each such successfully resolved claim, issue or matter. For purposes of this Section 5(a) 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. The provisions of this Section 5(a) are subject to Section 5(b) hereof).

Appears in 1 contract

Samples: Indemnification Agreement (Alcon Inc)

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