Common use of Indemnification for Expenses of Clause in Contracts

Indemnification for Expenses of. a Party Who is Wholly or Partly Successful. Notwithstanding any other provisions of this Agreement, to the extent that Indemnitee is a party to (or a participant in) 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, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him 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 against all Expenses actually and reasonably incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter. If the Indemnitee is not wholly successful in such Proceeding, the Company also shall indemnify Indemnitee against all Expenses reasonably incurred in connection with a claim, issue or matter related to any claim, issue, or matter on which the Indemnitee was successful. For purposes of this 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.

Indemnification for Expenses of. a Party Who is Wholly or Partly Successful. Notwithstanding any other provisions of this Agreement, to the extent that Indemnitee is a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding Proceeding, or in defense of any claim, issue or matter therein, in whole or in part, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him 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 against all Expenses actually and reasonably incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter. If the Indemnitee is not wholly successful in such Proceeding, the Company also shall indemnify Indemnitee against all Expenses reasonably incurred in connection with a claim, issue or matter related to any claim, issue, or matter on which the Indemnitee was successful. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding Proceeding, by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

Indemnification for Expenses of. a Party Who is Wholly or Partly SuccessfulA PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL. Notwithstanding any other provisions provision of this Agreement, and without limiting any such provision, to the extent that Indemnitee is is, by reason of Indemnitee's Corporate Status, a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding or in defense of any claimProceeding, issue or matter therein, in whole or in part, the Company Indemnitee shall indemnify Indemnitee be indemnified against all Expenses actually and reasonably incurred by him 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 against all Expenses actually and reasonably incurred by him Indemnitee or on his Indemnitee's behalf in connection with each successfully resolved claim, issue or matter. If the Indemnitee is not wholly successful in such Proceeding, the Company also shall indemnify Indemnitee against all Expenses reasonably incurred in connection with a claim, issue or matter related to any claim, issue, or matter on which the Indemnitee was successful. For purposes of this Section and without limitationAgreement, 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.

Indemnification for Expenses of. a Party Who is Wholly or Partly Successful. Notwithstanding any other provisions provision of this Agreement, and without limiting any such provision, to the extent that Indemnitee is is, by reason of Indemnitee's Corporate Status, a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding or in defense of any claimProceeding, issue or matter therein, in whole or in part, the Company Indemnitee shall indemnify Indemnitee be indemnified against all Expenses actually and reasonably incurred by him 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 against all Expenses actually and reasonably incurred by him Indemnitee or on his Indemnitee's behalf in connection with each successfully resolved claim, issue or matter. If the Indemnitee is not wholly successful in such Proceeding, the Company also shall indemnify Indemnitee against all Expenses reasonably incurred in connection with a claim, issue or matter related to any claim, issue, or matter on which the Indemnitee was successful. For purposes of this Section and without limitationAgreement, 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.

Indemnification for Expenses of. a Party Who is Wholly or Partly SuccessfulA PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL. Notwithstanding any other provisions provision of this Agreement, and without limiting any such provision, to the extent that Indemnitee is is, by reason of Indemnitee's Corporate Status, a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding or in defense of any claimProceeding, issue or matter therein, in whole or in part, the Company Indemnitee shall indemnify Indemnitee be indemnified against all Expenses actually and reasonably incurred by him 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 against all Expenses actually and reasonably incurred by him Indemnitee or on his Indemnitee's behalf in connection with each successfully resolved claim, issue or matter. If the Indemnitee is not wholly successful in such Proceeding, the Company also shall indemnify Indemnitee against all Expenses reasonably incurred in connection with a claim, issue or matter related to any claim, issue, or matter on which the Indemnitee was successful. For purposes of this Section and without limitationAgreement, 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.

Indemnification for Expenses of. a Party Who is Wholly or Partly --------------------------------------------------------------- Successful. Notwithstanding any other provisions provision of this Agreement, to the extent ---------- that Indemnitee is is, by reason of his Corporate Status, a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding or in defense of any claimProceeding, issue or matter therein, in whole or in part, the Company he shall indemnify Indemnitee be indemnified against all Expenses actually and reasonably incurred by him or on his 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 against all Expenses actually and reasonably incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter. If the Indemnitee is not wholly successful in such Proceeding, the Company also shall indemnify Indemnitee against all Expenses reasonably incurred in connection with respect to a claim, issue or matter related matter, Indemnitee's right to any indemnification for Expenses with regard to such claim, issue, issue or matter on which the Indemnitee was successfulshall be governed by Sections 3 and 4 of this Agreement. For purposes of this 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.

Indemnification for Expenses of. a Party Who is Wholly or Partly SuccessfulA PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL. Notwithstanding any other provisions of this Agreement, to the extent that Indemnitee is a party to (or a participant in) 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, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or her 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 against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection with each successfully resolved claim, issue or matter. If the Indemnitee is not wholly successful in such Proceeding, the Company also shall indemnify Indemnitee against all Expenses reasonably incurred in connection with a claim, issue or matter related to any claim, issue, issue or matter on which the Indemnitee was successful. For purposes of this 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.

Indemnification for Expenses of. a Party Who is Wholly or Partly Successful. Notwithstanding any other provisions provision of this Agreement, and without limiting any such provision, to the extent that Indemnitee is is, by reason of Indemnitee's Corporate Status, a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding or in defense of any claimProceeding, issue or matter therein, in whole or in part, the Company Indemnitee shall indemnify Indemnitee be indemnified against all Expenses actually and reasonably incurred by him 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 against all Expenses actually and reasonably incurred by him Indemnitee or on his Indemnitee's behalf in connection with each successfully resolved claim, issue or matter. If the Indemnitee is not wholly successful in such Proceeding, the Company also shall indemnify Indemnitee against all Expenses reasonably incurred in connection with a claim, issue or matter related to any claim, issue, or matter on which the Indemnitee was successful. For purposes of this Section and without limitationAgreement, 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.

Indemnification for Expenses of. a Party Who who is Wholly or Partly Successful. Notwithstanding any other provisions provision of this Agreement, to the extent that Indemnitee is is, by reason of his Corporate Status, a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding or in defense of any claimProceeding, issue or matter therein, in whole or in part, the Company Indemnitee shall indemnify Indemnitee be indemnified and held harmless against all Expenses (as well as against any federal, state, local and foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Section 5) actually and reasonably incurred by him 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 Corporation shall indemnify and hold harmless Indemnitee against all Expenses (as well as against any federal, state, local and foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Section 5) actually and reasonably incurred by him Indemnitee or on his Indemnitee's behalf in connection with each successfully resolved claim, issue or matter. If the Indemnitee is not wholly successful in such Proceeding, the Company also shall indemnify Indemnitee against all Expenses reasonably incurred in connection with a claim, issue or matter related to any claim, issue, or matter on which the Indemnitee was successful. For purposes of this Section 5 and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, dismissal or withdrawal with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

Indemnification for Expenses of. a Party Who is Wholly or Partly Successful. Notwithstanding any other provisions provision of this Agreement, and without limiting any such provision, to the extent that Indemnitee is is, by reason of Indemnitee's Corporate Status, a party to (or a participant in) and is wholly successful, on the merits or otherwise, in any Proceeding or in defense of any claimProceeding, issue or matter therein, in whole or in part, the Company Indemnitee shall indemnify Indemnitee be indemnified against all Expenses actually and reasonably incurred by him 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 against all Expenses actually and reasonably incurred by him Indemnitee or on his Indemnitee's behalf in connection with each successfully resolved claim, issue or matter. If the Indemnitee is not wholly successful in such Proceeding, the Company also shall indemnify Indemnitee against all Expenses reasonably incurred in connection with a claim, issue or matter related to any claim, issue, or matter on which the Indemnitee was successful. For purposes of this Section and without limitationAgreement, 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.

Indemnification for Expenses of. a Party Who is Wholly or Partly Successful. Notwithstanding any other provisions provision of this Agreement, and without limiting any such provision, to the extent that Indemnitee is is, by reason of Indemnitee’s Corporate Status, a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding or in defense of any claimProceeding, issue or matter therein, in whole or in part, the Company Indemnitee shall indemnify Indemnitee be indemnified against all Expenses actually and reasonably incurred by him 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 against all Expenses actually and reasonably incurred by him Indemnitee or on his Indemnitee’s behalf in connection with each successfully resolved claim, issue or matter. If the Indemnitee is not wholly successful in such Proceeding, the Company also shall indemnify Indemnitee against all Expenses reasonably incurred in connection with a claim, issue or matter related to any claim, issue, or matter on which the Indemnitee was successful. For purposes of this Section and without limitationAgreement, 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.

Indemnification for Expenses of. a Party Who is Wholly or Partly Successful. Notwithstanding any other provisions of this Agreement, to the extent that the Indemnitee is a party to (or a participant in) 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, the Company shall be liable to indemnify the Indemnitee against all Expenses actually and reasonably incurred by him in connection therewith. 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 be liable to indemnify Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter. If the Indemnitee is not wholly successful in such Proceeding, the Company also shall be liable to indemnify the Indemnitee against all Expenses reasonably incurred in connection with a any claim, issue or matter that is related to any claim, issue, or matter on which the Indemnitee was successful. For purposes of this 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.

Indemnification for Expenses of. a Party Who is Wholly or Partly --------------------------------------------------------------- Successful. Notwithstanding any other provisions provision of this Agreement, to the extent ---------- that Indemnitee is is, by reason of his Corporate Status, made a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding or in the defense of any claimProceeding, issue or matter therein, in whole or in part, the Company he shall indemnify Indemnitee be indemnified against all Expenses actually and reasonably incurred by him or on his 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 6 against all Expenses actually and reasonably incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter. If the Indemnitee is not wholly successful in such Proceeding, the Company also shall indemnify Indemnitee against all Expenses reasonably incurred in connection with a claim, issue or matter related to any claim, issue, or matter on which the Indemnitee was successful. For purposes of this 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. Nothing in this Section 6 shall be construed to limit any indemnification or advancement of Expenses to which Indemnitee is otherwise entitled pursuant to this Agreement or otherwise.

Indemnification for Expenses of. a Party Who is Wholly or Partly SuccessfulA PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL. Notwithstanding any other provisions provision of this Agreement, to the extent that Indemnitee is a party to (or a participant in) and is successful, on the merits or otherwise, in (a) defending any Proceeding brought against Indemnitee by reason of Indemnitee's Corporate Status or (b) prosecuting any Proceeding described in defense the second sentence of any claimSection 14 hereof, issue or matter therein, in whole or in part, the Company Indemnitee shall indemnify Indemnitee be indemnified against all Expenses actually and reasonably incurred by him Indemnitee or on Indemnitee's behalf in connection therewith. If Indemnitee is not wholly successful in any such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in any such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him Indemnitee or on his Indemnitee's behalf in connection with each successfully resolved claim, issue or matter. If the Indemnitee is not wholly successful in such Proceeding, the Company also shall indemnify Indemnitee against all Expenses reasonably incurred in connection with a claim, issue or matter related to any claim, issue, or matter on which the Indemnitee was successful. For purposes of this Section 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.

Indemnification for Expenses of. a Party Who is Wholly or Partly ---------------------------------------------------------------- Successful. Notwithstanding any other provisions Indemnitee is, by reason of this Agreementhis Corporate Status, a party to and ---------- is successful, to the extent that Indemnitee is a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding or in defense of any claimProceeding, issue or matter therein, in whole or in part, the Company he shall indemnify Indemnitee be indemnified against all Expenses actually and reasonably incurred by him or on his 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 against all Expenses actually and reasonably incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter. If the Indemnitee is not wholly successful in such Proceeding, the Company also shall indemnify Indemnitee against all Expenses reasonably incurred in connection with respect to a claim, issue or matter related matter, Indemnitee's right to any indemnification for Expenses with regard to such claim, issue, issue or matter on which the Indemnitee was successfulshall be governed by Sections 3 and 4 of this Agreement. For purposes of this 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.

Indemnification for Expenses of. a Party Who is Wholly or Partly SuccessfulA PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL. Notwithstanding any other provisions provision of this Agreement, to the extent that Indemnitee is is, by reason of his or her Corporate Status, a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding Proceeding, he or in defense of any claim, issue or matter therein, in whole or in part, the Company she shall indemnify Indemnitee be indemnified against all Expenses actually and reasonably incurred by him or her or on his or her 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 Corporation shall indemnify Indemnitee Indemnitee, to the maximum extent permitted by law, against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection with each successfully resolved claim, issue or matter. If For the purposes of this Section and without limiting the foregoing, the Indemnitee is not wholly shall be deemed to be successful in such Proceeding, the Company also shall indemnify Indemnitee against all Expenses reasonably incurred in connection with as to a claim, issue or matter related to any claim, issue, or matter on which upon the Indemnitee was successful. For purposes of this Section and without limitation, following : (i) the termination of any such claim, issue or matter in such a Proceeding by dismissal, dismissal with or without prejudice, shall be deemed to be a successful result as to and (ii) the termination of any such claim, issue or mattermatter by any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, unless it is established in such Proceeding that Indemnitee did not meet the applicable standard for indemnification set forth in the DGCL.

Indemnification for Expenses of. a Party Who is Wholly or Partly Successful. Notwithstanding any other provisions provision of this Agreement, and without limiting any such provision, to the extent that Indemnitee is is, by reason of Indemnitee's Corporate Status, a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding or in defense of any claimProceeding, issue or matter therein, in whole or in part, the Company Indemnitee shall indemnify Indemnitee be indemnified against all Expenses actually and reasonably incurred by him 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 against all Expenses actually and reasonably incurred by him Indemnitee or on his Indemnitee's behalf in connection with each successfully resolved claim, issue or matter. If the Indemnitee is not wholly successful in such Proceeding, the Company also shall indemnify Indemnitee against all Expenses reasonably incurred in connection with a claim, issue or matter related to any claim, issue, or matter on which the Indemnitee was successful. For purposes of this Section and without limitationAgreement, 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.

Indemnification for Expenses of. a Party Who is Wholly or Partly Successful. Notwithstanding any other provisions provision of this Agreement, to the extent that Indemnitee is is, by reason of his Corporate Status, a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding or in defense of any claimProceeding, issue or matter therein, in whole or in part, the Company he shall indemnify Indemnitee be indemnified against all Expenses actually and reasonably incurred by him or on his 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 against all Expenses actually and reasonably incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter. If the Indemnitee is not wholly successful in such Proceeding, the Company also shall indemnify Indemnitee against all Expenses reasonably incurred in connection with a claim, issue or matter related to any claim, issue, or matter on which the Indemnitee was successful. For purposes of this 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. Nothing in this Section 4 is intended or shall be construed to reduce or limit the rights of the Indemnitee to indemnification in connection with any Proceeding (or any claims, issues, or matters therein) as to which the Indemnitee is not successful whether such rights arise under any other provision of this Agreement (including, but not limited to Sections 2 and 3 above) or otherwise.

Indemnification for Expenses of. a Party Who is Wholly or Partly SuccessfulA PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL. Notwithstanding any other provisions provision of this Agreement, and without limiting any such provision, to the extent that Indemnitee is is, by reason of Indemnitee’s Corporate Status, a party to (or a participant in) and is successful, on the merits or otherwise, in (i) any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, and/or (ii) a proceeding initiated by Indemnitee for recovery under director’s and officer’s liability insurance policies maintained by the Company (“Recovery Proceeding”), Indemnitee shall indemnify Indemnitee be indemnified against all Expenses actually and reasonably incurred by him Indemnitee or on Indemnitee’s behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding or Recovery 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 or Recovery Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him Indemnitee or on his Indemnitee’s behalf in connection with each successfully resolved claim, issue or matter. If the Indemnitee is not wholly successful in such Proceeding, the Company also shall indemnify Indemnitee against all Expenses reasonably incurred in connection with a claim, issue or matter related to any claim, issue, or matter on which the Indemnitee was successful. For purposes of this Section and without limitationAgreement, the termination of any claim, issue or matter in such a Proceeding or Recovery Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

Indemnification for Expenses of. a Party Who is Wholly or Partly Successful. Notwithstanding any other provisions of this Agreement, to the extent that Indemnitee is a party to (or a participant in) 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, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him 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 against all Expenses actually and reasonably incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter. If the Indemnitee is not wholly successful in such Proceeding, the Company also shall indemnify Indemnitee against all Expenses reasonably incurred in connection with a claim, issue or matter related to any claim, issue, or matter on which the Indemnitee was successful. For purposes of this Section 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.

Indemnification for Expenses of. a Party Who is Wholly or Partly Successful. Notwithstanding any other provisions provision of this Agreement, and without limiting any such provision, to the extent that Indemnitee is is, by reason of Indemnitee's Corporate Status, a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding or in defense of any claimProceeding, issue or matter therein, in whole or in part, the Company Indemnitee shall indemnify Indemnitee be indemnified against all Expenses actually and reasonably incurred by him 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 against all Expenses actually and reasonably incurred by him Indemnitee or on his Indemnitee's behalf in connection with each successfully resolved claim, issue or matter. If the Indemnitee is not wholly successful in such Proceeding, the Company also shall indemnify Indemnitee against all Expenses reasonably incurred in connection with a claim, issue or matter related to any claim, issue, or matter on which the Indemnitee was successful. For purposes of this Section and without limitationAgreement, the final termination without any right of appeal of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, by reason of settlement (except a settlement as provided in ss. 3(b)(iii) hereof), judgment, order or otherwise, shall be deemed to be a successful result as to such claim, issue or matter. Nothing in this Section 5 shall be construed to limit any indemnification or Indemnifiable Amounts to which Indemnitee is otherwise entitled pursuant to this Agreement or otherwise.

Indemnification for Expenses of. a Party Who is Wholly or Partly ---------------------------------------------------------------- Successful. Notwithstanding any other provisions provision of this Agreement, to the ---------- extent that Indemnitee is is, by reason of his Corporate Status, a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding or in defense of any claimProceeding, issue or matter therein, in whole or in part, the Company he shall indemnify Indemnitee be indemnified against all Expenses actually and reasonably incurred by him or on his 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 against all Expenses actually and reasonably incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter. If the Indemnitee is not wholly successful in such Proceeding, the Company also shall indemnify Indemnitee against all Expenses reasonably incurred in connection with respect to a claim, issue or matter related matter, Indemnitee's right to any indemnification for Expenses with regard to such claim, issue, issue or matter on which the Indemnitee was successfulshall be governed by Sections 3 and 4 of this Agreement. For purposes of this 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.

Indemnification for Expenses of. a Party Who is Wholly or Partly SuccessfulA PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL. Notwithstanding any other provisions provision of this Agreement, and without limiting any such provision, to the extent that Indemnitee is is, by reason of Indemnitee’s Corporate Status, a party to (or a participant in) and is successful, on the merits or otherwise, in (i) any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, and/or (ii) a proceeding initiated by Indemnitee for recovery under director’s liability insurance policies maintained by the Company (“Recovery Proceeding”), Indemnitee shall indemnify Indemnitee be indemnified against all Expenses actually and reasonably incurred by him Indemnitee or on Indemnitee’s behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding or Recovery 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 or Recovery Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him Indemnitee or on his Indemnitee’s behalf in connection with each successfully resolved claim, issue or matter. If the Indemnitee is not wholly successful in such Proceeding, the Company also shall indemnify Indemnitee against all Expenses reasonably incurred in connection with a claim, issue or matter related to any claim, issue, or matter on which the Indemnitee was successful. For purposes of this Section and without limitationAgreement, the termination of any claim, issue or matter in such a Proceeding or Recovery Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

Indemnification for Expenses of. a Party Who is Wholly or Partly SuccessfulA PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL. Notwithstanding any other provisions provision of this Agreement, to the extent that Indemnitee is is, by reason of his or her Corporate Status, a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding Proceeding, he or in defense of any claim, issue or matter therein, in whole or in part, the Company she shall indemnify Indemnitee be indemnified against all Expenses actually and reasonably incurred by him or her or on his or her 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 Corporation shall indemnify Indemnitee Indemnitee, to the maximum extent permitted by law, against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection with each successfully resolved claim, issue or matter. If For the purposes of this Section and without limiting the foregoing, the Indemnitee is not wholly shall be deemed to be successful in such Proceeding, the Company also shall indemnify Indemnitee against all Expenses reasonably incurred in connection with as to a claim, issue or matter related to any claim, issue, or matter on which upon the Indemnitee was successful. For purposes of this Section and without limitation, following : (i) the termination of any such claim, issue or matter in such a Proceeding by dismissal, dismissal with or without prejudice, shall be deemed to be a successful result as to and (ii) the termination of any such claim, issue or mattermatter by any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, unless it is established in such Proceeding that Indemnitee did not meet the applicable standard for indemnification set forth in the General Corporation Law of Delaware.

Indemnification for Expenses of. a Party Who is Wholly or Partly Successful. Notwithstanding any other provisions provision of this Agreement, and without limiting any such provision, to the extent that Indemnitee is is, by reason of Indemnitee's Corporate Status, a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding or in defense of any claimProceeding, issue or matter therein, in whole or in part, the Company Indemnitee shall indemnify Indemnitee be indemnified against all Expenses actually and reasonably incurred by him 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 against all Expenses actually and reasonably incurred by him Indemnitee or on his Indemnitee's behalf in connection with each successfully resolved claim, issue or matter. If the Indemnitee is not wholly successful in such Proceeding, the Company also shall indemnify Indemnitee against all Expenses reasonably incurred in connection with a claim, issue or matter related to any claim, issue, or matter on which the Indemnitee was successful. For purposes of this Section and without limitationAgreement, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, by reason of settlement, judgement, order or otherwise, shall be deemed to be a successful result as to such claim, issue or matter.

Indemnification for Expenses of. a Party Who is Wholly or Partly Successful. Notwithstanding any other provisions provision of this Agreement, and without limiting any such provision, to the extent that Indemnitee is is, by reason of Indemnitee's Corporate Status, a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding or in defense of any claimProceeding, issue or matter therein, in whole or in part, the Company Indemnitee shall indemnify Indemnitee be indemnified against all Expenses actually and reasonably incurred by him 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 against all Expenses actually and reasonably incurred by him Indemnitee or on his Indemnitee's behalf in connection with each successfully resolved claim, issue or matter. If the Indemnitee is not wholly successful in such Proceeding, the Company also shall indemnify Indemnitee against all Expenses reasonably incurred in connection with a claim, issue or matter related to any claim, issue, or matter on which the Indemnitee was successful. For purposes of this Section and without limitationAgreement, the final termination without any right of appeal of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, by reason of settlement (except a settlement as provided in Section 3(b)(iii) hereof), judgment, order or otherwise, shall be deemed to be a successful result as to such claim, issue or matter. Nothing in this Section 6 shall be construed to limit any indemnification or Indemnifiable Amounts to which Indemnitee is otherwise entitled pursuant to this Agreement or otherwise.

Indemnification for Expenses of. a Party Who is Wholly or -------------------------------------------------------- Partly Successful. Notwithstanding any other provisions provision of this Agreement, to the ----------------- extent that Indemnitee is is, by reason of his Corporate Status, made a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding or in the defense of any claimProceeding, issue or matter therein, in whole or in part, the Company he shall indemnify Indemnitee be indemnified against all Expenses actually and reasonably incurred by him or on his 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 6 against all Expenses actually and reasonably incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter. If the Indemnitee is not wholly successful in such Proceeding, the Company also shall indemnify Indemnitee against all Expenses reasonably incurred in connection with a claim, issue or matter related to any claim, issue, or matter on which the Indemnitee was successful. For purposes of this 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. Nothing in this Section 6 shall be construed to limit any indemnification or advancement of Expenses to which Indemnitee is otherwise entitled pursuant to this Agreement or otherwise.

Indemnification for Expenses of. a Party Who is Wholly or Partly --------------------------------------------------------------- Successful. Notwithstanding any other provisions provision of this Agreement, to the ---------- extent that Indemnitee is is, by reason of his Corporate Status, a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding or in defense of any claimProceeding, issue or matter therein, in whole or in part, the Company he shall indemnify Indemnitee be indemnified against all Expenses actually and reasonably incurred by him or on his 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 against all Expenses actually and reasonably incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter. If the Indemnitee is not wholly successful in such Proceeding, the Company also shall indemnify Indemnitee against all Expenses reasonably incurred in connection with respect to a claim, issue or matter related matter, Indemnitee's right to any indemnification for Expenses with regard to such claim, issue, issue or matter on which the Indemnitee was successfulshall be governed by Sections 3 and 4 of this Agreement. For purposes of this 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.

Indemnification for Expenses of. a Party Who is Wholly or Partly ---------------------------------------------------------------- Successful. Notwithstanding any other provisions provision of this Agreement, to the extent ---------- that Indemnitee is is, by reason of his Corporate Status, a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding or in defense of any claimProceeding, issue or matter therein, in whole or in part, the Company he shall indemnify Indemnitee be indemnified against all Expenses actually and reasonably incurred by him or on his 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 against all Expenses actually and reasonably incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter. If the Indemnitee is not wholly successful in such Proceeding, the Company also shall indemnify Indemnitee against all Expenses reasonably incurred in connection with respect to a claim, issue or matter related matter, Indemnitee's right to any indemnification for Expenses with regard to such claim, issue, issue or matter on which the Indemnitee was successfulshall be governed by Sections 3 and 4 of this Agreement. For purposes of this 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.

Indemnification for Expenses of. a Party Who is Wholly or Partly Successful. Notwithstanding any other provisions provision of this Agreement, and without limiting any such provision, to the extent that Indemnitee is is, by reason of Indemnitee's Corporate Status, a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding or in defense of any claimProceeding, issue or matter therein, in whole or in part, the Company Indemnitee shall indemnify Indemnitee be indemnified against all Expenses actually and reasonably incurred by him 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 against all those Expenses actually and reasonably incurred by him Indemnitee or on his Indemnitee's behalf in connection with each successfully resolved claim, issue or matter. If the Indemnitee is not wholly successful in such Proceeding, the Company also shall indemnify Indemnitee against all Expenses reasonably incurred in connection with a claim, issue or matter related to any claim, issue, or matter on which the Indemnitee was successful. For purposes of this Section and without limitationAgreement, 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.

Indemnification for Expenses of. a Party Who is Wholly or Partly Successful. Notwithstanding any other provisions of this AgreementDeed but subject to Section 8, to the fullest extent permitted by applicable laws and to the extent that Indemnitee is a party to (or a participant in) in and is successful, on the merits or otherwise, in any Proceeding or in defense defence of any claim, issue or matter therein, in whole or in part, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or on his 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 against all Expenses actually and reasonably incurred by him or on his behalf in connection with (a) each successfully resolved claim, issue or matter. If the Indemnitee is not wholly successful in such Proceeding, the Company also shall indemnify Indemnitee against all Expenses reasonably incurred in connection with a matter and (b) any claim, issue or matter related to any such successfully resolved claim, issue, issue or matter on which to the Indemnitee was successfulfullest extent permitted by applicable law. For purposes of this Section 4 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 provision is in addition to, and not by way of limitation of, any other rights of Indemnitee hereunder.

Indemnification for Expenses of. a Party Who is Wholly or Partly Successful. Notwithstanding any other provisions provision of this Agreement, and without limiting any such provision, to the extent that Indemnitee is is, by reason of Indemnitee's Corporate Status, a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding or in defense of any claimProceeding, issue or matter therein, in whole or in part, the Company Indemnitee shall indemnify Indemnitee be indemnified against all Expenses actually and reasonably incurred by him 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 against all Expenses actually and reasonably incurred by him Indemnitee or on his Indemnitee's behalf in connection with each successfully resolved claim, issue or matter. If the Indemnitee is not wholly successful in such Proceeding, the Company also shall indemnify Indemnitee against all Expenses reasonably incurred in connection with a claim, issue or matter related to any claim, issue, or matter on which the Indemnitee was successful. For purposes of this Section and without limitationAgreement, the final termination without any right of appeal of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, by reason of settlement (except a settlement as provided in Section 3(b)(iii) hereof), judgment, order or otherwise, shall be deemed to be a successful result as to such claim, issue or matter. Nothing in this Section 5 shall be construed to limit any indemnification or indemnifiable amounts to which Indemnitee is otherwise entitled pursuant to this Agreement or otherwise.

Indemnification for Expenses of. a Party Who is Wholly or Partly --------------------------------------------------------------- Successful. Notwithstanding any other provisions provision of this Agreement, to the extent that Indemnitee is is, by reason of his Corporate Status, a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding or in defense of any claimProceeding, issue or matter therein, in whole or in part, the Company he shall indemnify Indemnitee be indemnified against all Expenses actually and reasonably incurred by him or on his 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 against all Expenses actually and reasonably incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter. If the Indemnitee is not wholly successful in such Proceeding, the Company also shall indemnify Indemnitee against all Expenses reasonably incurred in connection with respect to a claim, issue or matter related matter, Indemnitee's right to any indemnification for Expenses with regard to such claim, issue, issue or matter on which the Indemnitee was successfulshall be governed by Sections 3 and 4 of this Agreement. For purposes of this 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.

Indemnification for Expenses of. a Party Who is Wholly or Partly Successful. Notwithstanding any other provisions of this Agreement, to the fullest extent permitted by applicable law and to the extent that Indemnitee is a party to (or a participant in) 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, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him 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 against all Expenses actually and reasonably incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter. If the Indemnitee is not wholly successful in such Proceeding, the Company also shall indemnify Indemnitee against all Expenses reasonably incurred in connection with a claim, issue or matter related to any claim, issue, or matter on which the Indemnitee was successful. For purposes of this 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.

Indemnification for Expenses of. a Party Who is Wholly or Partly Successful. Notwithstanding any other provisions provision of this Agreement, and without limiting any such provision, to the extent that Indemnitee is is, by reason of Indemnitee's Corporate Status or Investor Status, a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding or in defense of any claimProceeding, issue or matter therein, in whole or in part, the Company Indemnitee shall indemnify Indemnitee be indemnified against all Expenses actually and reasonably incurred by him 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 against all Expenses actually and reasonably incurred by him Indemnitee or on his Indemnitee's behalf in connection with each successfully resolved claim, issue or matter. If the Indemnitee is not wholly successful in such Proceeding, the Company also shall indemnify Indemnitee against all Expenses reasonably incurred in connection with a claim, issue or matter related to any claim, issue, or matter on which the Indemnitee was successful. For purposes of this Section and without limitationAgreement, 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.

Indemnification for Expenses of. a Party Who is Wholly or Partly Successful. Notwithstanding any other provisions provision of this Agreement, and without limiting any such provision, to the extent that Indemnitee is is, by reason of Indemnitee's Corporate Status, a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding or in defense of any claimProceeding, issue or matter therein, in whole or in part, the Company Indemnitee shall indemnify Indemnitee be indemnified against all Expenses actually and reasonably incurred by him 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 against all Expenses actually and reasonably incurred by him Indemnitee or on his Indemnitee's behalf in connection with each successfully resolved claim, issue or matter. If the Indemnitee is not wholly successful in such Proceeding, the Company also shall indemnify Indemnitee against all Expenses reasonably incurred in connection with a claim, issue or matter related to any claim, issue, or matter on which the Indemnitee was successful. For purposes of this Section and without limitation, 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.