Common use of INDEMNIFICATION FOR EXPENSES 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 Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, he shall 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. 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 5 contracts

Samples: Indemnity Agreement (Brown & Sharpe Manufacturing Co /De/), Indemnity Agreement (Brown & Sharpe Manufacturing Co /De/), Indemnity Agreement (Brown & Sharpe Manufacturing Co /De/)

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INDEMNIFICATION FOR EXPENSES. of a Party who is Wholly or Partly --------------------------------------------------------------- SuccessfulOF 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 Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, he shall 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 Corporation 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. For purposes of this Section and Section, but 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 5 contracts

Samples: Indemnification Agreement (Mikes Original Inc), Indemnification Agreement (Etravnet Com Inc), Indemnification Agreement (Big Dog Entertainment Inc)

INDEMNIFICATION FOR EXPENSES. of a Party who where Indemnitee is Wholly or Partly --------------------------------------------------------------- Successful. Notwithstanding any other provision of this Agreement, to the ---------- extent that Indemnitee is, by reason of his Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, he shall 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. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal or withdrawaldismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

Appears in 3 contracts

Samples: Indemnity Agreement (Allied Waste Industries Inc), Indemnity Agreement (Allied Waste Industries Inc), Indemnity Agreement (Allied Waste Industries Inc)

INDEMNIFICATION FOR EXPENSES. of a Party who is Wholly or Partly --------------------------------------------------------------- SuccessfulOF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL. Notwithstanding any other provision of this Agreement, to To the ---------- extent that Indemnitee is, by reason of his Corporate Statusstatus with Southwest, a party to and is successfulsuccessful in, on the merits or otherwise, in any Proceeding, he shall 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 issues, or matters in such Proceeding, the Company Southwest shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection with each successfully resolved claim, issue issue, or matter. For the purposes of this Section 3 and without limitationlimiting the foregoing, the termination of any claim, issue issue, or matter in any such a Proceeding by dismissal or withdrawaldismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue issue, or mattermatter except as prohibited by law.

Appears in 2 contracts

Samples: Indemnification Agreement (Southwest Bancorp Inc), Indemnification Agreement (Southwest Bancorp Inc)

INDEMNIFICATION FOR EXPENSES. of a Party who Who is Wholly or --------------------------------------------------------- Partly --------------------------------------------------------------- Successful. Notwithstanding any other provision of this Agreement, to the ---------- ------------------ extent that the Indemnitee is, by reason of his Corporate Company Status, a party to and is successful, on the merits or otherwise, in any Proceeding, he shall 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. For the purposes of this Section and without limitationlimiting the foregoing, the termination of any claim, issue or matter in any such a Proceeding by dismissal or withdrawaldismissal, 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 (Yp Corp)

INDEMNIFICATION FOR EXPENSES. of a Party who is Wholly or Partly --------------------------------------------------------------- SuccessfulOF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL. Notwithstanding any other provision of this Agreement, to To the ---------- extent that Indemnitee is, by reason of his Corporate Fund Status, a party to and is successful, on the merits or otherwise, in defense of any ProceedingProceeding referred to in Section 2 or Section 3 or in defense of any particular claim, he issue or matter therein, the Fund shall be indemnified indemnify him against all Expenses actually and reasonably incurred by him or on his behalf in connection therewithwith such claims, issues or matters. 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 Fund shall indemnify Indemnitee him against all Expenses actually and reasonably incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section 5 and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal dismissal, withdrawal, discontinuance, or withdrawalabandonment, 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 (Investors Research Fund Inc)

INDEMNIFICATION FOR EXPENSES. of a Party who is Wholly or Partly --------------------------------------------------------------- SuccessfulOF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL. Notwithstanding any other provision provisions of this Agreement, to the ---------- extent that Indemnitee is, by reason of his Corporate Status, is a party to (or a participant in) and is successful, on the merits or otherwise, in any ProceedingProceeding or in defense of any claim, he issue or matter therein, in whole or in part, the Company shall be indemnified indemnify and hold harmless 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 and hold harmless Indemnitee against all Expenses actually and reasonably incurred by him or on his 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 in such a Proceeding by dismissal or withdrawaldismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

Appears in 1 contract

Samples: Employment Agreement (Standard Microsystems Corp)

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INDEMNIFICATION FOR EXPENSES. of a Party who is Wholly or Partly --------------------------------------------------------------- SuccessfulOF 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 Corporate Status, made a party to and is successful, on the merits or otherwise, in the defense of any Proceeding, he shall 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. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal or withdrawaldismissal, 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 (Realty Income Corp)

INDEMNIFICATION FOR EXPENSES. of a Party who is Wholly or Partly --------------------------------------------------------------- Successful(a) EXPENSES OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL. Notwithstanding any other provision of this Agreement, to To the ---------- extent that Indemnitee is, by reason of his Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, he shall 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 Corporation 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. For purposes of this Section and Section, but 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. The provisions of this Section apply notwithstanding any other provision of this Agreement to the contrary, provided in no event shall Indemnitee be entitled to indemnification under this Section 6(a) with respect to a claim, issue or matter to the extent applicable law prohibits such indemnification.

Appears in 1 contract

Samples: Form of Indemnification Agreement (Griffon Corp)

INDEMNIFICATION FOR EXPENSES. of a Party who is Wholly or Partly --------------------------------------------------------------- SuccessfulOF 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 Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, he shall 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. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal or withdrawaldismissal, 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 (Realty Income Corp)

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