Common use of INDEMNIFICATION FOR EXPENSES Clause in Contracts

INDEMNIFICATION FOR EXPENSES. OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL Notwithstanding any other provisions of this Agreement, but subject to Section 27, to the extent that Indemnitee was or 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 claim, issue or matter therein, in whole or in part, the Company shall, to the fullest extent permitted by applicable law and the Articles, indemnify, hold harmless and exonerate 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, to the fullest extent permitted by applicable law and the Articles, indemnify, hold harmless and exonerate 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 Indemnitee is not wholly successful in such Proceeding, the Company also shall, to the fullest extent permitted by applicable law and the Articles, indemnify, hold harmless and exonerate Indemnitee against all Expenses reasonably incurred in connection with a claim, issue or matter related to any claim, issue or matter on which 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 of this Agreement, but subject to Section 27, to the extent that Indemnitee was or 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 claim, issue or matter therein, in whole or in part, the Company shall, to the fullest extent permitted by applicable law and the Articleslaw, indemnify, hold harmless and exonerate 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, to the fullest extent permitted by applicable law and the Articleslaw, indemnify, hold harmless and exonerate 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 Indemnitee is not wholly successful in such Proceeding, the Company also shall, to the fullest extent permitted by applicable law and the Articleslaw, indemnify, hold harmless and exonerate Indemnitee against all Expenses reasonably incurred in connection with a claim, issue or matter related to any claim, issue issue, or matter on which 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 if the Indemnitee is Wholly or Partly Successful. Notwithstanding any other provisions of anything contained in this Agreement, but subject Agreement to Section 27the contrary, to the extent that the Indemnitee is or was, or is or was or isthreatened to be made, by reason of the Indemnitee’s Corporate Status, a party to any Proceeding and the Indemnitee is successful (or a participant in) and is successful, on the merits or otherwise) in defending all claims, issues and matters in any Proceeding such Proceeding, the Indemnitee shall be indemnified against all Indemnifiable Expenses incurred by the Indemnitee or on the Indemnitee’s behalf in connection with the defense of any claim, issue or matter therein, in whole or in part, the Company shall, to the fullest extent permitted by applicable law and the Articles, indemnify, hold harmless and exonerate Indemnitee against all Expenses actually and reasonably incurred by him or her in connection therewithsuch Proceeding. If the Indemnitee is not wholly successful in such Proceeding but is successful, (on the merits or otherwise, as to ) in defending one or more but less than all claims, issues or matters in such Proceeding, the Company shall, to the fullest extent permitted by applicable law and the Articles, shall indemnify, hold harmless and exonerate the 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 Indemnitee is not wholly successful in such Proceeding, for that portion of the Company also shall, to the fullest extent permitted by applicable law and the Articles, indemnify, hold harmless and exonerate Indemnitee against all Expenses reasonably incurred in connection with a claimdefending those claims, issue issues or matter related matters with respect to any claim, issue or matter on which the Indemnitee was successfulsuccessful in defending. For purposes of this Section 5 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. Notwithstanding any of the foregoing, nothing herein shall be construed to limit the Indemnitee’s right to indemnification which he or she would otherwise be entitled to in accordance with Section 3 and Section 4 hereof, regardless of the Indemnitee’s success in a Proceeding.

INDEMNIFICATION FOR EXPENSES. OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL Notwithstanding any other provisions of (a) Anything contained in this Agreement, but subject Agreement or elsewhere to Section 27the contrary notwithstanding, to the extent that Indemnitee was or is, by reason of Indemnitee’s Corporate Status, a party to (or a participant in) and is successful, an Indemnified Person has been successful on the merits or otherwiseotherwise in defense of any action, suit, or proceeding referred to in any Proceeding Section 4.1, or in defense of any claim, issue issue, or matter therein, in whole or in partsuch Indemnified Person shall be promptly indemnified by Central against expenses (including attorneys' fees, the Company shallfiling fees, to the fullest extent permitted by applicable law court reporters' fees, and the Articles, indemnify, hold harmless and exonerate Indemnitee against all Expenses transcript costs) actually and reasonably incurred by him or her such Indemnified Person in connection therewith. (b) The provisions of Section 1701.13(E)(5)(a) of the Corporation Law do not apply to Central. If Indemnitee is not wholly successful Expenses (including attorneys' fees, filing fees, court reporters' fees, and transcript costs) incurred in defending any action, suit, or proceeding referred to in Section 4.1 shall be paid by Central in advance of the final disposition of such action, suit, or proceeding to or on behalf of the Indemnified Person promptly as such expenses are incurred by the Indemnified Person, but only if such Indemnified Person shall first agree, in writing, to repay all amounts so paid in respect to any claim, issue, or other matter asserted in such Proceeding but is successfulaction, suit, or proceeding in defense of which such Indemnified Person shall not have been successful on the merits or otherwiseotherwise if it is proved by clear and convincing evidence in a court of competent jurisdiction that, as in respect to one any such claim, issue, or more but less than all claims, issues or matters in such Proceedingother matter, the Company shallIndemnified Person's relevant action or failure to act was occasioned by a deliberate intent to cause injury to Central or a reckless disregard for the best interests of Central, unless, and only to the fullest extent permitted by applicable law that, the Court of Common Pleas of Franklin County, Ohio or the court in which such action or suit was brought shall determine upon application that, despite such determination, and in view of all of the Articlescircumstances, indemnify, hold harmless and exonerate Indemnitee against all Expenses actually such Indemnified Person is fairly and reasonably incurred by him entitled to all or her or on his or her behalf in connection with each successfully resolved claim, issue or matter. If Indemnitee is not wholly successful in part of such Proceeding, indemnification. (c) For the Company also shall, to the fullest extent permitted by applicable law and the Articles, indemnify, hold harmless and exonerate Indemnitee against all Expenses reasonably incurred in connection with a claim, issue or matter related to any claim, issue or matter on which Indemnitee was successful. For purposes of this Section 5 4, and without as an example and not by way of limitation, an Indemnified Person shall be deemed to have been successful on the termination merits or otherwise in defense of any action, suit, or proceeding referred to in Section 4.1, or in defense of any claim, issue issue, or other matter in therein, if such a Proceeding by dismissalaction, suit, or proceeding shall be terminated as to such Indemnified Person, with or without prejudice, shall be deemed without the entry of a judgement or order against such Indemnified Person, without a conviction of such Indemnified Person, without the imposition of a fine upon such Indemnified Person, and without such Indemnified Person's payment or agreement to be pay any amount in settlement thereof (whether or not any such termination is based upon a successful result as to judicial or other determination of the lack of merit of the claims made against such claim, issue Indemnified Person or matterotherwise results in a vindication of such Indemnified Person).

INDEMNIFICATION FOR EXPENSES. OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL Notwithstanding any other provisions of this Agreement, but subject to Section 27, to the extent that Indemnitee was or 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 claim, issue or matter therein, in whole or in part, the Company shall, to the fullest extent permitted by applicable law and the Articleslaw, indemnify, defend and hold harmless and exonerate 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, to the fullest extent permitted by applicable law and the Articleslaw, indemnify, defend and hold harmless and exonerate 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 Indemnitee is not wholly successful in such Proceeding, the Company also shall, to the fullest extent permitted by applicable law and the Articleslaw, indemnify, defend and hold harmless and exonerate Indemnitee against all Expenses reasonably incurred in connection with a claim, issue or matter related to any claim, issue issue, or matter on which 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 of this Agreement, but subject to Agreement except for Section 27, to the extent that Indemnitee was or 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 claim, issue or matter therein, in whole or in part, the Company shall, to the fullest extent permitted by applicable law and the Articleslaw, indemnify, hold harmless and exonerate 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, to the fullest extent permitted by applicable law and the Articleslaw, indemnify, hold harmless and exonerate 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 Indemnitee is not wholly successful in such Proceeding, the Company also shall, to the fullest extent permitted by applicable law and the Articleslaw, indemnify, hold harmless and exonerate Indemnitee against all Expenses reasonably incurred in connection with a claim, issue or matter related to any claim, issue issue, or matter on which 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 SUCCESSFUL. Notwithstanding any other provisions of this Agreement, but subject to Agreement except for Section 27, to the extent that Indemnitee was or 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 claim, issue or matter therein, in whole or in part, the Company shall, to the fullest extent permitted by applicable law and the Articleslaw, indemnify, hold harmless and exonerate 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, to the fullest extent permitted by applicable law and the Articleslaw, indemnify, hold harmless and exonerate 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 Indemnitee is not wholly successful in such Proceeding, the Company also shall, to the fullest extent permitted by applicable law and the Articleslaw, indemnify, hold harmless and exonerate Indemnitee against all Expenses reasonably incurred in connection with a claim, issue or matter related to any claim, issue issue, or matter on which 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 SUCCESSFUL. Notwithstanding any other provisions of this Agreement, but subject to Agreement except for Section 27, to the extent that Indemnitee was or 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 claim, issue or matter therein, in whole or in part, the Company shall, to the fullest extent permitted by applicable law and the Articleslaw, indemnify, hold harmless and exonerate Indemnitee against all Expenses actually and reasonably incurred by him or her 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 Proceeding, the Company shall, to the fullest extent permitted by applicable law and the Articleslaw, indemnify, hold harmless and exonerate Indemnitee against all Expenses actually and reasonably incurred by him or her Indemnitee or on his or her Indemnitee’s behalf in connection with each successfully resolved claim, issue or matter. If Indemnitee is not wholly successful in such Proceeding, the Company also shall, to the fullest extent permitted by applicable law and the Articleslaw, indemnify, hold harmless and exonerate Indemnitee against all Expenses reasonably incurred in connection with a claim, issue or matter related to any claim, issue issue, or matter on which 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 SUCCESSFUL. Notwithstanding any other provisions of this Agreement, but subject to Section 27, the fullest extent permitted by applicable law and to the extent that Indemnitee was or 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 Proceeding or in defense of any claim, issue or matter therein, in whole or in part, the Company shall, to the fullest extent permitted by applicable law and the Articles, indemnify, hold harmless and exonerate shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or her 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 Proceeding, the Company shall, to the fullest extent permitted by applicable law and the Articles, indemnify, hold harmless and exonerate shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or her Indemnitee or on his or her Indemnitee's behalf in connection with each successfully resolved claim, issue or matter. If Indemnitee is not wholly successful in such Proceeding, the Company also shall, to the fullest extent permitted by applicable law and the Articles, indemnify, hold harmless and exonerate shall indemnify Indemnitee against all Expenses reasonably incurred in connection with or related to a claim, issue or matter to the fullest extent permitted by law, related to any claim, issue issue, or matter on which 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 SUCCESSFUL. Notwithstanding any other provisions of this Agreement, but subject to Agreement except for Section 27, to the extent that Indemnitee was or 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 claim, issue or matter therein, in whole or in part, the Company shall, to the fullest extent permitted by applicable law and the Articleslaw, indemnify, hold harmless and exonerate Indemnitee against all Expenses actually and reasonably incurred by him or her 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 Proceeding, the Company shall, to the fullest extent permitted by applicable law and the Articleslaw, indemnify, hold harmless and exonerate Indemnitee against all Expenses actually and reasonably incurred by him or her Indemnitee or on his or her Indemnitee’s behalf in connection with each successfully resolved claim, issue or matter. If Indemnitee is not wholly successful in such Proceeding, the Company also shall, to the fullest extent permitted by applicable law and the Articleslaw, indemnify, hold harmless and exonerate Indemnitee against all Expenses reasonably incurred in connection with a claim, issue or matter related to any claim, issue issue, or matter on which 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 if the Indemnitee is Wholly or Partly Successful. Notwithstanding any other provisions of anything contained in this Agreement, but subject Agreement to Section 27the contrary, to the extent that the Indemnitee is or was, or is or was or isthreatened to be made, by reason of the Indemnitee’s Corporate Status, a party to (or a participant in) and is successful, on the merits or otherwise, in defending any Proceeding Proceeding, the Indemnitee shall be indemnified against all Indemnifiable Expenses incurred by the Indemnitee or on the Indemnitee’s behalf in connection with the defense of any claim, issue or matter therein, in whole or in part, the Company shall, to the fullest extent permitted by applicable law and the Articles, indemnify, hold harmless and exonerate Indemnitee against all Expenses actually and reasonably incurred by him or her in connection therewithsuch Proceeding. If the Indemnitee is not wholly successful in such Proceeding but is successful, successful on the merits or otherwise, otherwise as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall, shall indemnify the Indemnitee for the portion thereof to which the fullest extent permitted by applicable law and the Articles, indemnify, hold harmless and exonerate 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 matteris entitled. If the Indemnitee is not wholly successful in such Proceeding, the Company also shall, to the fullest extent permitted by applicable law and the Articles, shall indemnify, hold harmless and exonerate the 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 5 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. Notwithstanding any of the foregoing, nothing herein shall be construed to limit the Indemnitee’s right to indemnification which he or she would otherwise be entitled to pursuant to Section 3 and Section 4 hereof, regardless of the Indemnitee’s success in a Proceeding.

INDEMNIFICATION FOR EXPENSES. OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL Notwithstanding any other provisions of this Agreement, but subject to Agreement except for Section 27, to the extent that Indemnitee was or 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 claim, issue or matter therein, in whole or in part, the Company shall, to the fullest extent permitted by applicable law and the Articleslaw, indemnify, hold harmless and exonerate Indemnitee against all Expenses actually and reasonably incurred by him or her 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 Proceeding, the Company shall, to the fullest extent permitted by applicable law and the Articleslaw, indemnify, hold harmless and exonerate Indemnitee against all Expenses actually and reasonably incurred by him or her Indemnitee or on his or her Indemnitee’s behalf in connection with each successfully resolved claim, issue or matter. If Indemnitee is not wholly successful in such Proceeding, the Company also shall, to the fullest extent permitted by applicable law and the Articleslaw, indemnify, hold harmless and exonerate Indemnitee against all Expenses reasonably incurred in connection with a claim, issue or matter related to any claim, issue issue, or matter on which 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 if the Indemnitee is Wholly or Partly Successful. Notwithstanding any other provisions of anything contained in this Agreement, but subject Agreement to Section 27the contrary, to the extent that the Indemnitee is or was, or is or was or isthreatened to be made, by reason of the Indemnitee’s Corporate Status, a party to any Proceeding and the Indemnitee is successful (or a participant in) and is successful, on the merits or otherwise, in any Proceeding including, without limitation, a settlement of a Proceeding, or in defense of any claim, issue or matter therein, with or without payment of money or other consideration) in whole or defending all claims, issues and matters in partsuch Proceeding, the Company shall, to the fullest extent permitted by applicable law and the Articles, indemnify, hold harmless and exonerate Indemnitee shall be indemnified against all Indemnifiable Expenses actually and reasonably incurred by him the Indemnitee or her on the Indemnitee’s behalf in connection therewithwith the defense of such Proceeding. If the Indemnitee is not wholly successful in such Proceeding but is successful, (on the merits or otherwise, as to including, without limitation, a settlement of a Proceeding, or claim, issue or matter therein, with or without payment of money or other consideration) in defending one or more but less than all claims, issues or matters in such Proceeding, the Company shall, to the fullest extent permitted by applicable law and the Articles, shall indemnify, hold harmless and exonerate the 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 Indemnitee is not wholly successful in such Proceeding, for that portion of the Company also shall, to the fullest extent permitted by applicable law and the Articles, indemnify, hold harmless and exonerate Indemnitee against all Expenses reasonably incurred in connection with a claimdefending those claims, issue issues or matter related matters with respect to any claim, issue or matter on which the Indemnitee was successfulsuccessful in defending. For purposes of this Section 5 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. Notwithstanding any of the foregoing, nothing herein shall be construed to limit the Indemnitee’s right to indemnification which he or she would otherwise be entitled to in accordance with Section 3 and Section 4 hereof, regardless of the Indemnitee’s success in a Proceeding.

INDEMNIFICATION FOR EXPENSES. OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL SUCCESSFUL 4.1. Notwithstanding any other provisions of this Agreement, but subject to Section 27, to the extent that Indemnitee was or 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 Proceeding or in defense of any claim, issue or matter therein, in whole or in part, the Company shall, to the fullest extent permitted by applicable law and the Articles, shall indemnify, hold harmless and exonerate Indemnitee against all Expenses actually and reasonably incurred by him Indemnitee or her on Indemnitee’s behalf in connection therewith. If For the avoidance of doubt, 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, then the Company shall, to the fullest extent permitted by applicable law and the Articles, shall indemnify, hold harmless and exonerate Indemnitee against all Expenses actually and reasonably incurred by him or her Indemnitee or on his or her Indemnitee’s behalf in connection with each successfully resolved claim, issue or matter. If , whether or not Indemnitee is was wholly or partly successful; provided that Indemnitee shall only be entitled to indemnification for Expenses with respect to unsuccessful claims under this Article 4 to the extent Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not wholly successful opposed to the best interests of the Company and, in such the case of a criminal Proceeding, the Company also shall, had no reasonable cause to the fullest extent permitted by applicable law and the Articles, indemnify, hold harmless and exonerate Indemnitee against all Expenses reasonably incurred in connection with a claim, issue or matter related to any claim, issue or matter on which Indemnitee believe that such conduct was successfulunlawful. For purposes of this Section 5 Article 4 and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, or by settlement, 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, but subject to Section 2726, to the extent that Indemnitee was or 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 claim, issue or matter therein, in whole or in part, the Company shall, to the fullest extent permitted by applicable law and the Articles, indemnify, hold harmless and exonerate 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, to the fullest extent permitted by applicable law and the Articles, indemnify, hold harmless and exonerate 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 Indemnitee is not wholly successful in such Proceeding, the Company also shall, to the fullest extent permitted by applicable law and the Articles, indemnify, hold harmless and exonerate Indemnitee against all Expenses reasonably incurred in connection with a claim, issue or matter related to any claim, issue issue, or matter on which 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 of this Agreement, but subject to Section 27, to the extent that Indemnitee was or 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 Proceeding or in defense of any claim, issue or matter therein, in whole or in part, the Company shall, to the fullest extent permitted by applicable law and the Articles, shall indemnify, hold harmless and exonerate Indemnitee against all Expenses actually and reasonably incurred by him Indemnitee or her on Indemnitee's behalf in connection therewith. If For the avoidance of doubt, 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, then the Company shall, to the fullest extent permitted by applicable law and the Articles, shall indemnify, hold harmless and exonerate Indemnitee against all Expenses actually and reasonably incurred by him or her Indemnitee or on his or her Indemnitee's behalf in connection with each successfully resolved claim, issue or matter. If , whether or not Indemnitee is was wholly or partly successful; provided that Indemnitee shall only be entitled to indemnification for Expenses with respect to unsuccessful claims under this Article 4 to the extent Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not wholly successful opposed to the best interests of the Company and, in such the case of a criminal Proceeding, the Company also shall, had no reasonable cause to the fullest extent permitted by applicable law and the Articles, indemnify, hold harmless and exonerate Indemnitee against all Expenses reasonably incurred in connection with a claim, issue or matter related to any claim, issue or matter on which Indemnitee believe that such conduct was successfulunlawful. For purposes of this Section 5 Article 4 and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, or by settlement, shall be deemed to be a successful result as to such claim, issue or matter.