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 provision of this Agreement, to the extent that Indemnitee is, by reason of his or her Corporate Status, a party to and is successful, on the merits or otherwise, in any action, suit, arbitration, alternative dispute resolution proceeding, investigation, administrative hearing or other proceeding whether civil, criminal, administrative or investigative, Indemnitee shall be indemnified against all Expenses incurred by Indemnitee or on his or her behalf in connection therewith. If Indemnitee is not wholly successful but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such action, suit, arbitration, alternative dispute resolution proceeding, investigation, administrative hearing or other proceeding whether civil, criminal, administrative or investigative, the Company shall indemnify Indemnitee against all Expenses incurred by Indemnitee or on his or her behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section and without limitation, the termination of any claim, issue or matter by dismissal, or withdrawal 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 (Thermo Electron Corp), Indemnification Agreement (Thermo Electron Corp), Indemnification Agreement (Viasys Healthcare Inc)

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Indemnification for Expenses of. A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his or her Corporate Status, a party to and is successful, on the merits or otherwise, in any action, suit, arbitration, alternative dispute resolution proceedingmechanism, investigation, administrative hearing or other proceeding whether civil, criminal, administrative or investigative, Indemnitee he shall be indemnified against all Expenses incurred by Indemnitee him or on his or her behalf in connection therewith. If Indemnitee is not wholly successful but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such action, suit, arbitration, alternative dispute resolution proceedingmechanism, investigation, administrative hearing or other proceeding whether civil, criminal, administrative or investigative, the Company shall indemnify Indemnitee against all Expenses incurred by Indemnitee him or on his or her behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section and without limitation, the termination of any claim, issue or matter by dismissal, or withdrawal withdrawal, 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 (Thermo Vision Corp), Indemnification Agreement (Metrika Systems Corp)

Indemnification for Expenses of. A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee 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 action, suit, arbitration, alternative dispute resolution proceeding, investigation, administrative hearing or other proceeding whether civil, criminal, administrative or investigativeProceeding (including dismissal without prejudice), Indemnitee shall be indemnified to the maximum extent permitted by law against all Expenses actually and reasonably incurred by Indemnitee or on his or her behalf of Indemnitee 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 action, suit, arbitration, alternative dispute resolution proceeding, investigation, administrative hearing or other proceeding whether civil, criminal, administrative or investigativeProceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on his or her behalf of Indemnitee in connection with each successfully resolved claim, issue or matter. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, or withdrawal 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 (Bombay Company Inc)

Indemnification for Expenses of. A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFULa Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee 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 actionProceeding or in defense of any claim, suitissue or matter therein, arbitrationin whole or in part, alternative dispute resolution proceeding, investigation, administrative hearing or other proceeding whether civil, criminal, administrative or investigative, Indemnitee he shall be indemnified to the maximum extent permitted by law against all Expenses actually and reasonably incurred by Indemnitee him 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 action, suit, arbitration, alternative dispute resolution proceeding, investigation, administrative hearing or other proceeding whether civil, criminal, administrative or investigativeProceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee him 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 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, or withdrawal 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 (Intergraph Corp)

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Indemnification for Expenses of. A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFULa Party Who is Wholly or Partly --------------------------------------------------------------- Successful. Notwithstanding any other provision of this Agreement, to the extent ---------- that Indemnitee is, by reason of his or her Corporate Status, is a party to and is successful, on the merits or otherwise, in any actionProceeding arising out of acts or omissions of Indemnitee occurring during Indemnitee's service as a director or officer of the Corporation or any subsidiary of the Corporation, suit, arbitration, alternative dispute resolution proceeding, investigation, administrative hearing he or other proceeding whether civil, criminal, administrative or investigative, Indemnitee she shall be indemnified against all Expenses and Liabilities actually and reasonably incurred by Indemnitee 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 action, suit, arbitration, alternative dispute resolution proceeding, investigation, administrative hearing or other proceeding whether civil, criminal, administrative or investigativeProceeding, the Company Corporation shall indemnify Indemnitee against all Expenses and Liabilities actually and reasonably incurred by Indemnitee him or her or on his or her behalf in connection with each successfully resolved claim, issue or matter. For the purposes of this Section and without limitationlimiting the foregoing, the termination of any claim, issue or matter in any such Proceeding by dismissal, or withdrawal with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

Appears in 1 contract

Samples: Indemnity Agreement (Aristotle International 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 his or her Indemnitee's Corporate Status, a party to and is successful, on the merits or otherwise, in any action, suit, arbitration, alternative dispute resolution proceeding, investigation, administrative hearing or other proceeding whether civil, criminal, administrative or investigativeProceeding, Indemnitee shall be indemnified against all Expenses Indemnifiable Amounts reasonably incurred by Indemnitee or on his or her 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 action, suit, arbitration, alternative dispute resolution proceeding, investigation, administrative hearing or other proceeding whether civil, criminal, administrative or investigativeProceeding, the Company shall indemnify Indemnitee against all Expenses Indemnifiable Amounts reasonably incurred by Indemnitee or on his or her Indemnitee's behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section and without limitationAgreement, the termination of any claim, issue or matter in such a Proceeding by dismissal, or withdrawal 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 (Integrated Defense Technologies Inc)

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