Indemnification for Expenses of an Indemnitee Who is Wholly or Partially Successful. To the extent that Indemnitee was or is, by reason of Indemnitee’s Corporate Status, made a party to (or otherwise becomes a participant in) any Proceeding and is successful, on the merits or otherwise, in the defense of such Proceeding, Indemnitee shall be indemnified for all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith. 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 Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with each such claim, issue or matter, allocated on a reasonable and proportionate basis. For purposes of this Section 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. This Section 7 is intended as an additional right of Indemnitee and nothing in this Section 7 shall limit the rights of Indemnitee to indemnification or Expense advance provided for elsewhere in this Agreement, including, without limitation, Sections 3 and 4 of this Agreement.
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Samples: Indemnification Agreement (Host Hotels & Resorts, Inc.)
Indemnification for Expenses of an Indemnitee Who is Wholly or Partially Successful. To Notwithstanding any other provision of this Agreement (other than Section 5(c) or Section 16), and without limiting any such provision, to the extent that Indemnitee was or is, by reason of Indemnitee’s Corporate [his][her] Company Status, made a party to (or otherwise becomes a participant in) any Proceeding and is successful, on the merits or otherwise, in the defense of such Proceeding, Indemnitee shall be indemnified for all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith. 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 Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with each such claim, issue or matter, allocated on a reasonable and proportionate basisbasis determined by the Company in its reasonable discretion. For purposes of this Section 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. This Section 7 is intended as an additional right of Indemnitee and nothing in this Section 7 shall limit the rights of Indemnitee to indemnification or Expense advance provided for elsewhere in this Agreement, including, without limitation, Sections 3 and 4 of this Agreement.
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Samples: Indemnification Agreement (Ellington Residential Mortgage REIT)
Indemnification for Expenses of an Indemnitee Who is Wholly or Partially Successful. To Notwithstanding any other provision of this Agreement (other than Section 5(b) or Section 16), and without limiting any such provision, to the extent that Indemnitee was or is, by reason of Indemnitee’s Corporate [his][her] Company Status, made a party to (or otherwise becomes a participant in) any Proceeding and is successful, on the merits or otherwise, in the defense of such Proceeding, Indemnitee shall be indemnified for all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith. 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 Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with each such claim, issue or matter, allocated on a reasonable and proportionate basisbasis determined by the Company in its reasonable discretion. For purposes of this Section 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. This Section 7 is intended as an additional right of Indemnitee and nothing in this Section 7 shall limit the rights of Indemnitee to indemnification or Expense advance provided for elsewhere in this Agreement, including, without limitation, Sections 3 and 4 of this Agreement.
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Samples: Indemnification Agreement (Ellington Residential Mortgage REIT)
Indemnification for Expenses of an Indemnitee Who is Wholly or Partially Successful. To Notwithstanding any other provision of this Agreement, and without limiting any such 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 the defense of such Proceeding, Indemnitee shall be indemnified for all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith. 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 judgments, penalties, fines and amounts paid in settlement and all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with each such claim, issue or mattermatter in which Indemnitee is successful, allocated on a reasonable and proportionate basis. For purposes of this Section 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. This Section 7 is intended as an additional right of Indemnitee and nothing in this Section 7 shall limit the rights of Indemnitee to indemnification or Expense advance provided for elsewhere in this Agreement, including, without limitation, Sections 3 and 4 of this Agreement.
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Samples: Indemnification Agreement (Schottenstein Realty Trust, Inc.)
Indemnification for Expenses of an Indemnitee Who is Wholly or Partially Successful. To Notwithstanding any other provision of this Agreement (other than Section 5(c) or Section 16), and without limiting any such 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 the defense of such Proceeding, Indemnitee shall be indemnified for all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith. 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 Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with each such claim, issue or matter, allocated on a reasonable and proportionate basisbasis determined by the Company in its reasonable discretion. For purposes of this Section 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. This Section 7 is intended as an additional right of Indemnitee and nothing in this Section 7 shall limit the rights of Indemnitee to indemnification or Expense advance provided for elsewhere in this Agreement, including, without limitation, Sections 3 and 4 of this Agreement.
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