INDEMNIFICATION FOR EXPENSES. OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL. In addition to indemnification authorized under any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a party to (or a participant in) and is successful, on the merits or otherwise, in 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 defense of 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. The parties hereto shall make a reasonable allocation of those Expenses that relate to each such 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, 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 (Entertainment Inc), Indemnification Agreement (Poland Communications Inc), Indemnification Agreement (Entertainment Inc)
INDEMNIFICATION FOR EXPENSES. OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL. In addition to indemnification authorized under Notwithstanding any other provision of this Agreement, and without limiting any such provision, to the extent that Indemnitee is, by reason of his Indemnitee’s Corporate Status, a party to (or a participant in) and is successful, on the merits or otherwise, in defense of any Proceeding, he Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by him Indemnitee or on his Indemnitee’s behalf in connection therewith. If Indemnitee is not wholly successful in defense of 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. The parties hereto shall make a reasonable allocation of those Expenses that relate to each such 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, 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 (Eyegate Pharmaceuticals Inc), Indemnification Agreement (Harvard Apparatus Regenerative Technology, Inc.), Indemnification Agreement (Harvard Apparatus Regenerative Technology, Inc.)
INDEMNIFICATION FOR EXPENSES. OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL. In addition to indemnification authorized under Notwithstanding any other provision 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 defense any Proceeding arising out of acts or omissions of Indemnitee occurring during Indemnitee’s service as a director or officer of the Corporation or any Proceedingsubsidiary of the Corporation, he or she shall be indemnified against all Expenses and Liabilities actually and reasonably incurred by him or her or on his or her behalf in connection therewith. If Indemnitee is not wholly successful in defense of 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 and Liabilities actually and reasonably incurred by him or her or on his or her behalf in connection with each successfully resolved claim, issue or matter. The parties hereto shall make a reasonable allocation of those Expenses that relate to each such claim, issue or matter. For the purposes of this section Section and without limitationlimiting the foregoing, the termination of any claim, issue or matter in any such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.
Appears in 2 contracts
Samples: Indemnity Agreement (Wd 40 Co), Indemnification Agreement (Wd 40 Co)
INDEMNIFICATION FOR EXPENSES. OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFULof a Party Who is Wholly or Partly Successful. In addition Subject to indemnification authorized under any other provision of this Agreementthe limitations in Section 7, to the extent that Indemnitee is, by reason of his or her Corporate Status, made a party to (or a participant in) and is successful, on the merits or otherwise, in the defense of any Proceeding, he or she shall be indemnified against for 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 defense of 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 under this Section 6 for 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. The parties hereto shall make , allocated on a reasonable allocation of those Expenses that relate to each such claim, issue or matterand proportionate basis. For purposes of this section 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.
Appears in 1 contract
Samples: Indemnification Agreement (Corporate Property Associates 17 - Global INC)
INDEMNIFICATION FOR EXPENSES. OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL. In addition to indemnification authorized under Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, made a party to (or a participant in) 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 defense of 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. The parties hereto shall make a reasonable allocation of those Expenses that relate to each such claim, issue or matter. For purposes of this section 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.
Appears in 1 contract
INDEMNIFICATION FOR EXPENSES. OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL. In addition to indemnification authorized under Notwithstanding any other provision of this Agreement, and without limiting any such provision, to the extent that Indemnitee is, by reason of his Indemnitee’s Corporate Status, a party to (or a participant in) and is successful, on the merits or otherwise, in defense of any Proceeding, he Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by him Indemnitee or on his Indemnitee’s behalf in connection therewith. If Indemnitee is not wholly successful in defense of 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. The parties hereto shall make a reasonable allocation of those Expenses that relate to each such 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, 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.
Appears in 1 contract
INDEMNIFICATION FOR EXPENSES. OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL. In addition to indemnification authorized under 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 Proceeding or in defense of any Proceedingclaim, he issue or matter therein, in whole or in part, the Company shall be indemnified 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 defense of 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. The parties hereto If the Indemnitee is not wholly successful in such Proceeding, the Company also shall make indemnify Indemnitee against all Expenses reasonably incurred in connection with a reasonable allocation of those Expenses that relate to each such claim, issue or mattermatter related to any claim, issue, or matter on which the Indemnitee was successful. For purposes of this section 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.
Appears in 1 contract
Samples: Indemnification Agreement (Emisphere Technologies Inc)
INDEMNIFICATION FOR EXPENSES. OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL. In addition to indemnification authorized under any other provision of this Agreement, to To the extent that Indemnitee is, by reason of his Corporate Fund Status, a party to (or a participant in) 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 defense of 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. The parties hereto shall make a reasonable allocation of those Expenses that relate to each such claim, issue or matter. For purposes of this section Section 5 and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, withdrawal, discontinuance, or abandonment, 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. (a) EXPENSES OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL. In addition to indemnification authorized under any other provision of this Agreement, to To the extent that Indemnitee is, by reason of his Corporate Status, a party to (or a participant in) and is successful, on the merits or otherwise, in 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 defense of 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. The parties hereto shall make a reasonable allocation of those Expenses that relate to each such 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 dismissaldismissal 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
INDEMNIFICATION FOR EXPENSES. OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL. In addition to indemnification authorized under Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a party to (or a participant in) and is successful, on the merits or otherwise, in 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 defense of 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. The parties hereto shall make a reasonable allocation of those Expenses that relate to each such claim, issue or matter. For purposes of this section 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.
Appears in 1 contract
INDEMNIFICATION FOR EXPENSES. OF A PARTY WHO IS WHOLLY OR PARTLY --------------------------------------------------------------- SUCCESSFUL. In addition to indemnification authorized under Notwithstanding any other provision of this Agreement, to the ---------- extent that Indemnitee is, by reason of his her Corporate Status, a party to (or a participant in) and is successful, on the merits or otherwise, in defense of any Proceeding, he she shall be indemnified against all Expenses actually and reasonably incurred by him her or on his her behalf in connection therewith. If Indemnitee is not wholly successful in defense of 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 her or on his her behalf in connection with each successfully resolved claim, issue or matter. The parties hereto shall make If Indemnitee is not successful with respect to a reasonable allocation of those claim, issue or matter, Indemnitee's right to indemnification for Expenses that relate with regard to each such claim, issue or mattermatter shall be governed by Sections 3 and 4 of this Agreement. For purposes of this section 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.
Appears in 1 contract
INDEMNIFICATION FOR EXPENSES. OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL. In addition to indemnification authorized under 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 Proceeding or in defense of any Proceedingclaim, 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 defense of 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. The parties hereto shall make a reasonable allocation of those Expenses that relate to each such claim, issue or matter. For purposes of this section 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.
Appears in 1 contract