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

Indemnification for Expenses of Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement except for Section 28 hereof, to the extent that Indemnitee is, by reason of his or her Corporate Status, a party to and is successful, on the merits, procedurally or otherwise, in any Proceeding, Indemnitee shall be indemnified against all judgments, penalties, fines, amounts paid in settlement and Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith (in each case, to the fullest extent permitted by applicable law). If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits, procedurally or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all judgments, penalties, fines, amounts paid in settlement and Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with each successfully resolved claim, issue or matter (in each case, to the fullest extent permitted by applicable law). For purposes of this Agreement, the term “successful, on the merits or otherwise,” includes, but is not limited to, (i) any termination, withdrawal, or dismissal (with or without prejudice) of any Proceeding against the Indemnitee without any express finding of liability or guilt against Indemnitee, including a settlement (with or without court approval), a motion for summary judgment, or a plea of nolo contendere or its equivalent, and (ii) the expiration of 90 days after the making of any claim or threat of a Proceeding without the institution of the same and without any promise or payment made to induce a settlement.

Indemnification for Expenses of Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement except for Section 28 Sections 17 and 27 hereof, to the extent that Indemnitee is, by reason of his or her Corporate Status, a party to and is successful, on the merits, procedurally or otherwise, in any Proceeding, Indemnitee shall be indemnified against all judgments, penalties, fines, amounts paid in settlement and Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith (in each case, to the fullest extent permitted by applicable law). If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits, procedurally or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all judgments, penalties, fines, amounts paid in settlement and Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with each successfully resolved claim, issue or matter (in each case, to the fullest extent permitted by applicable law). For purposes of this Agreement, the term “successful, on the merits or otherwise,” includes, but is not limited to, (i) any termination, withdrawal, or dismissal (with or without prejudice) of any Proceeding against the Indemnitee without any express finding of liability or guilt against Indemnitee, including a settlement (with or without court approval), a motion for summary judgment, or a plea of nolo contendere or its equivalent, and (ii) the expiration of 90 days after the making of any claim or threat of a Proceeding without the institution of the same and without any promise or payment made to induce a settlement.