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. Notwithstanding any other provision of this Agreement, and without limiting any such provision to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, Indemnitee shall be indemnified for all Indemnifiable Expenses reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith. Without limiting any other rights of Indemnitee in this Agreement, if Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee for all Indemnifiable Expenses reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Agreement, 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.

Appears in 20 contracts

Samples: Indemnification Agreement (Maguire Properties Inc), Indemnification Agreement (Maguire Properties Inc), Indemnification Agreement (Maguire Properties Inc)

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Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, and without limiting any such provision provision, to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, Indemnitee shall be indemnified for to the fullest extent permissible by applicable law against all Indemnifiable Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith. Without limiting any other rights of Indemnitee in this Agreement, if If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify to the fullest extent permissible by applicable law Indemnitee for against all Indemnifiable Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Agreement, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, by reason of settlement, judgment, order or otherwise, shall be deemed to be a successful result as to such claim, issue or matter.

Appears in 17 contracts

Samples: Employment Agreement (Adial Pharmaceuticals, Inc.), Employment Agreement (Adial Pharmaceuticals, Inc.), Indemnification Agreement (CervoMed Inc.)

Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, and without limiting any such provision to the extent that the Indemnitee is, by reason of the Indemnitee’s Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, the Indemnitee shall be indemnified for to the maximum extent permitted by law, as such may be amended from time to time, against all Indemnifiable Expenses actually and reasonably incurred by the Indemnitee or on the Indemnitee’s behalf in connection therewith. Without limiting any other rights of Indemnitee in this Agreement, if If the Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify the Indemnitee for against all Indemnifiable Expenses actually and reasonably incurred by the Indemnitee or on the Indemnitee’s behalf in connection with each successfully resolved claim, issue or matter. For purposes of this AgreementSection 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.

Appears in 11 contracts

Samples: Indemnification Agreement (Asset Entities Inc.), Indemnification Agreement (Stran & Company, Inc.), Indemnification Agreement (CleanCore Solutions, Inc.)

Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, and without limiting any such provision to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, or in defense of any claim, issue or matter therein, in whole or in part, Indemnitee shall be indemnified for to the maximum extent permitted by law as such may be amended from time to time, against all Indemnifiable Expenses reasonably actually incurred by Indemnitee or on Indemnitee’s behalf in connection therewith. Without limiting any other rights of Indemnitee in this Agreement, if If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee for against all Indemnifiable Expenses reasonably actually incurred by Indemnitee him or on Indemnitee’s his behalf in connection with each successfully resolved claim, issue or matter. For purposes of this AgreementSection 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.

Appears in 7 contracts

Samples: Indemnification Agreement (NYTEX Energy Holdings, Inc.), Indemnification Agreement (NYTEX Energy Holdings, Inc.), Indemnification Agreement (NYTEX Energy Holdings, Inc.)

Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding and in addition to any other provision of this Agreement, and without limiting any such provision to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, Indemnitee shall be indemnified for to the maximum extent permitted by law, as such may be amended from time to time, against all Indemnifiable Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith. Without limiting any other rights of Indemnitee in this Agreement, if If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee for against all Indemnifiable Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with each successfully resolved claim, issue or matter. For purposes of this AgreementSection 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.

Appears in 5 contracts

Samples: Separation Agreement (OvaScience, Inc.), Separation Agreement (OvaScience, Inc.), Separation Agreement (OvaScience, Inc.)

Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, and without limiting any such provision to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a party to (or participant in) and is successful, on the merits or otherwise, in any Proceeding, Indemnitee shall be indemnified for to the maximum extent permitted by law, as such may be amended from time to time, against all Indemnifiable Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith. Without limiting any other rights of Indemnitee in this Agreement, if If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee for against all Indemnifiable Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with each successfully resolved claim, issue or matter. For purposes of this AgreementSection 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.

Appears in 5 contracts

Samples: Indemnification Agreement (AgeX Therapeutics, Inc.), Indemnification Agreement (Fossil Group, Inc.), Indemnification Agreement (Fox Corp)

Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision provisions of this Agreement, to the fullest extent permitted by applicable law and without limiting any such provision to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, is a party to (or a participant in) and is successful, on the merits or otherwise, in any ProceedingProceeding or in defense of any claim, issue or matter therein, in whole or in part, the Company shall indemnify Indemnitee shall be indemnified for against all Indemnifiable Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith. Without limiting any other rights of Indemnitee in this Agreement, if If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee for against all Indemnifiable Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with each successfully resolved claim, issue or matter. For purposes of this AgreementSection 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.

Appears in 5 contracts

Samples: Indemnification Agreement (Arena Pharmaceuticals Inc), Indemnification Agreement (Arena Pharmaceuticals Inc), Indemnification Agreement (Arena Pharmaceuticals Inc)

Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, and without limiting any such provision to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a party to (or participant in) and is successful, on the merits or otherwise, in any Proceeding, Indemnitee shall be indemnified for to the maximum extent permitted by law, as such may be amended from time to time, against all Indemnifiable Expenses actually and reasonably incurred by Indemnitee Indemnitee, or on Indemnitee’s behalf behalf, in connection therewith. Without limiting any other rights of Indemnitee in this Agreement, if If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee for against all Indemnifiable Expenses actually and reasonably incurred by Indemnitee Indemnitee, or on Indemnitee’s behalf behalf, in connection with each successfully resolved claim, issue or matter. For purposes of this AgreementSection 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.

Appears in 4 contracts

Samples: Indemnification Agreement (Gain Therapeutics, Inc.), Indemnification Agreement (Gain Therapeutics, Inc.), Indemnification Agreement (Talaris Therapeutics, Inc.)

Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, and without limiting any such provision provision, to the extent that Indemnitee was or is, by reason of Indemnitee’s [his][her] Corporate Status, made a party to (or otherwise becomes a participant in) any Proceeding and is successful, on the merits or otherwise, in any the defense of such Proceeding, Indemnitee shall be indemnified for all Indemnifiable Expenses actually and reasonably incurred by Indemnitee [him][her] or on Indemnitee’s [his][her] behalf in connection therewith. Without limiting any other rights of Indemnitee in this Agreement, if If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee under this Section 7 for all Indemnifiable Expenses actually and reasonably incurred by Indemnitee [him][her] or on Indemnitee’s [his][her] behalf in connection with each successfully resolved such claim, issue or matter, allocated on a reasonable and proportionate basis. For purposes of this AgreementSection 7 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.

Appears in 3 contracts

Samples: Indemnification Agreement (Ready Capital Corp), Indemnification Agreement (Ready Capital Corp), Indemnification Agreement (ZAIS Financial Corp.)

Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, and without limiting any such provision to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Trust Status, a party to and is successful, on the merits or otherwise, in any Proceeding, Indemnitee shall be indemnified for all Indemnifiable Expenses reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith. Without limiting any other rights of Indemnitee in this Agreement, if Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company Trust shall indemnify Indemnitee for all Indemnifiable Expenses reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Agreement, 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.

Appears in 3 contracts

Samples: Indemnification Agreement (Chambers Street Properties), Indemnification Agreement (Cb Richard Ellis Realty Trust), Indemnification Agreement (Cb Richard Ellis Realty Trust)

Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, and without limiting any such provision to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, Indemnitee shall be indemnified for to the fullest extent permitted by law, as such may be amended from time to time, against all Indemnifiable Expenses actually and reasonably incurred by Indemnitee him or on Indemnitee’s his behalf in connection therewith. Without limiting any other rights of Indemnitee in this Agreement, if If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company Company, to the fullest extent permitted by law, shall indemnify Indemnitee for against all Indemnifiable Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with each successfully resolved claim, issue or matter. For purposes of this AgreementSection and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, and without payment by the Company or the Indemnitee, shall be deemed to be a successful result as to such claim, issue or matter.

Appears in 2 contracts

Samples: Indemnification Agreement (CVRx, Inc.), Indemnification Agreement (AV Homes, Inc.)

Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, and without limiting any such provision provision, to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, was or is made a party to (or otherwise becomes a participant in) any Proceeding and is successful, on the merits or otherwise, in any the defense of such Proceeding, Indemnitee shall be indemnified to the fullest extent permitted by law for all Indemnifiable Expenses actually and reasonably incurred by Indemnitee him or on Indemnitee’s his behalf in connection therewith. Without limiting any other rights of Indemnitee in this Agreement, if If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify indemnify, hold harmless and exonerate Indemnitee for against all Indemnifiable Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with each successfully resolved claim, issue or matter. For purposes of this AgreementSection 7 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.

Appears in 2 contracts

Samples: Indemnification Agreement (Town Sports International Holdings Inc), Indemnification Agreement (Town Sports International Holdings Inc)

Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, and without limiting any such provision to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Company Status, a party to and is successful, on the merits or otherwise, in any Proceeding, or in defense of any claim, issue, or matter therein, in whole or in part, Indemnitee shall be indemnified for to the maximum extent permitted by law as such may be amended from time to time, against all Indemnifiable Expenses reasonably actually incurred by Indemnitee or on Indemnitee’s behalf in connection therewith. Without limiting any other rights of Indemnitee in this Agreement, if If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee for against all Indemnifiable Expenses reasonably actually incurred by Indemnitee him or her or on Indemnitee’s his or her behalf in connection with each successfully resolved claim, issue or matter. For purposes of this AgreementSection 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.

Appears in 2 contracts

Samples: Indemnification Agreement (American Hospitality Properties REIT II, Inc.), Indemnification Agreement (American Hospitality Properties REIT II, Inc.)

Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision provisions of this Agreement, and without limiting the rights of Indemnitee under any such other provision hereof, to the fullest extent permitted by applicable law, to the extent that (i) Indemnitee is, by reason of Indemnitee’s Corporate Status, is a party to and is successful, on the merits (or otherwise, in a participant in) or any Proceeding, (ii) the Company is not permitted by applicable law to indemnify Indemnitee shall be indemnified for all Indemnifiable Expenses reasonably incurred by with respect to any claim brought in such Proceeding if such claim is asserted successfully against Indemnitee or on Indemnitee’s behalf in connection therewith. Without limiting any other rights of Indemnitee in this Agreement, if and (iii) Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwiseotherwise (including settlement thereof), as to one or more but less than all claims, issues or matters in such Proceeding, then the Company shall indemnify Indemnitee for against all Indemnifiable Liabilities and Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with each successfully resolved claim, issue or matter. For purposes of this AgreementSection 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.

Appears in 1 contract

Samples: Director Indemnification Agreement (SS&C Technologies Holdings Inc)

Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision provisions of this Agreement, to the fullest extent permitted by applicable law and without limiting any such provision to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, is a party to (or a participant in) and is successful, on the merits or otherwise, in any ProceedingProceeding or in defense of any claim, issue or matter therein, in whole or in part, the Company shall indemnify Indemnitee shall be indemnified for against all Indemnifiable Expenses actually and reasonably incurred by Indemnitee Indemnitee, or on behalf of Indemnitee’s behalf , in connection therewith. Without limiting any other rights of Indemnitee in this Agreement, if If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee for against all Indemnifiable Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with or related to each successfully resolved claim, issue or mattermatter to the fullest extent permitted by law. For purposes of this AgreementSection 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.

Appears in 1 contract

Samples: Indemnification Agreement (Fathom Digital Manufacturing)

Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, and without limiting any such provision to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, Indemnitee shall be indemnified for by the Company to the maximum extent permitted by law, as such may be amended from time to time, against all Indemnifiable Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith. Without limiting any other rights of Indemnitee in this Agreement, if If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee for against all Indemnifiable Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with each successfully resolved claim, issue or matter. For purposes of this AgreementSection 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.

Appears in 1 contract

Samples: Indemnification Agreement (Akerna Corp.)

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Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, and without limiting any such provision to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a party to and is successful, successful on the merits or otherwisemerits, in any Proceeding, the Company shall hold harmless and indemnify Indemnitee shall to the maximum extent permitted by applicable law, as such may be indemnified for amended from time to time, against all Indemnifiable Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith. Without limiting any other rights of Indemnitee in this Agreement, if If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee for against all Indemnifiable Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with each successfully resolved claim, issue or matter. For purposes of this AgreementSection 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.

Appears in 1 contract

Samples: Indemnification Agreement (Grande Communications Holdings, Inc.)

Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, and without limiting any such provision to the extent that Indemnitee is, by reason of the Indemnitee’s Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, Indemnitee shall be indemnified for to the maximum extent permitted by law, as such may be amended from time to time, against all Indemnifiable Expenses actually and reasonably incurred by Indemnitee or on the Indemnitee’s behalf in connection therewith. Without limiting any other rights of Indemnitee in this Agreement, if If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee for against all Indemnifiable Expenses actually and reasonably incurred by the Indemnitee or on the Indemnitee’s behalf in connection with each successfully resolved claim, issue or matter. For purposes of this AgreementSection 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.

Appears in 1 contract

Samples: Indemnification Agreement (Fortune Nickel & Gold Inc)

Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision provisions of this Agreement, and without limiting the rights of Indemnitee under any such other provision hereof, to the fullest extent permitted by applicable law, to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, is a party to (or a participant in) and is successful, on the merits or otherwise, in any ProceedingProceeding or in defense of any claim, issue or matter therein, in whole or in part, the Company shall indemnify and hold harmless Indemnitee shall be indemnified for against all Indemnifiable Expenses reasonably incurred by Indemnitee or on Indemnitee’s behalf him in connection therewith. Without limiting any other rights of Indemnitee in this Agreement, if If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify and hold harmless Indemnitee for against all Indemnifiable Liabilities and Expenses reasonably incurred by Indemnitee him or on Indemnitee’s his behalf in connection with each successfully resolved claim, issue or matter. For purposes of this AgreementSection and without limitation, the termination of any claim, issue or matter in such a Proceeding by settlement, entry of a plea of nolo contendere or by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

Appears in 1 contract

Samples: Indemnification Agreement (XpresSpa Group, Inc.)

Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision provisions of this Agreement, to the fullest extent permitted by applicable law and without limiting any such provision to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, is a party to (or a participant in) any Proceeding and is successful, on the merits or otherwise, in such Proceeding or in defense of any Proceedingclaim, issue or matter therein, in whole or in part, the Company shall indemnify and hold harmless Indemnitee shall be indemnified for against all Indemnifiable Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith. Without limiting any other rights of Indemnitee in this Agreement, if If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify and hold harmless Indemnitee for against all Indemnifiable Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf of Indemnitee in connection with or related to each successfully resolved claim, issue or mattermatter to the fullest extent permitted by applicable law. For purposes of this AgreementSection 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.

Appears in 1 contract

Samples: Indemnification Agreement (Texas Capital Bancshares Inc/Tx)

Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, and without limiting any such provision to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a party to (or participant in) and is successful, on the merits or otherwise, in any Proceeding, Indemnitee shall be indemnified for to the maximum extent permitted by law, as such may be amended from time to time, against all Indemnifiable Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith. Without limiting any other rights of Indemnitee in this Agreement, if 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 indemnify Indemnitee for against all Indemnifiable Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with each successfully resolved claim, issue or matter. For purposes of this AgreementSection 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.

Appears in 1 contract

Samples: Indemnification Agreement (VerifyMe, Inc.)

Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding and in addition to any other provision of this Agreement, and without limiting any such provision to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, is a party to to, and is successful, successful on the merits or otherwiseotherwise in, any Proceeding, or any claim, issue or matter involved in any Proceeding, Indemnitee shall be indemnified for to the maximum extent permitted by law against all Indemnifiable Expenses reasonably incurred or paid by Indemnitee or on Indemnitee’s behalf in connection therewithwith such Proceeding, or such claim, issue or matter. Without limiting any other rights of Indemnitee in this AgreementThat is, if Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee for against all Indemnifiable Expenses reasonably incurred or paid by Indemnitee or on Indemnitee’s behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Agreement, 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.

Appears in 1 contract

Samples: Indemnification Agreement (Lifelock, Inc.)

Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, and without limiting any such provision to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Covered Status, a party to and is successful, on the merits or otherwise, in any Proceeding, Indemnitee shall be indemnified for to the maximum extent permitted by law, as such may be amended from time to time, against all Indemnifiable Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith. Without limiting any other rights of Indemnitee in this Agreement, if If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company General Partner and the Partnership shall indemnify Indemnitee for against all Indemnifiable Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with each successfully resolved claim, issue or matter. For purposes of this AgreementSection 1(c) 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.

Appears in 1 contract

Samples: Indemnification Agreement (Mammoth Energy Partners LP)

Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any limitations or other provision of this Agreement, and without limiting any such provision to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, Indemnitee shall be indemnified for to the fullest extent permitted by law, as such may be amended from time to time, against all Indemnifiable Expenses actually and reasonably incurred by Indemnitee him or on Indemnitee’s his behalf in connection therewith. Without limiting any other rights of Indemnitee in this Agreement, if If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company Company, to the fullest extent permitted by law, shall indemnify Indemnitee for against all Indemnifiable Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with each successfully resolved claim, issue or matter. For purposes of this AgreementSection and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, and without payment by the Company or the Indemnitee, shall be deemed to be a successful result as to such claim, issue or matter.

Appears in 1 contract

Samples: Indemnification Agreement (Supervalu Inc)

Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, and without limiting any such provision to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, or in defense of any claim, issue, or matter therein, in whole or in part, Indemnitee shall be indemnified for to the maximum extent permitted by law as such may be amended from time to time, against all Indemnifiable Expenses reasonably actually incurred by Indemnitee or on Indemnitee’s behalf in connection therewith. Without limiting any other rights of Indemnitee in this Agreement, if If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee for against all Indemnifiable Expenses reasonably actually incurred by Indemnitee him or on Indemnitee’s his behalf in connection with each successfully resolved claim, issue or matter. For purposes of this AgreementSection 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.

Appears in 1 contract

Samples: Indemnification Agreement (Addus HomeCare Corp)

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