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 Indemnitee’s Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, Indemnitee shall be indemnified against all Expenses reasonably incurred by 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 reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with each successfully resolved claim, issue or matter. For purposes of this 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.
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. Notwithstanding In addition to indemnification authorized under any other provision of this Agreement, and without limiting any such provision, to the extent that Indemnitee is, by reason of Indemnitee’s his Corporate Status, a party to (or a participant in) and is successful, on the merits or otherwise, in defense of any Proceeding, Indemnitee he shall be indemnified against all Expenses actually and reasonably incurred by Indemnitee him or on Indemnitee’s 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 Indemnitee him or on Indemnitee’s 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 Agreementsection 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. Notwithstanding any other provision of this Agreement, and without limiting any such provision, to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, is a party to and is successful, on the merits or otherwise, in any ProceedingProceeding 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, Indemnitee he or she shall be indemnified against all Expenses and Liabilities actually and reasonably incurred by Indemnitee him or her or on Indemnitee’s 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 against all Expenses and Liabilities actually and reasonably incurred by Indemnitee him or her or on Indemnitee’s his or her behalf in connection with each successfully resolved claim, issue or matter. For the purposes of this AgreementSection and without limiting 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), Indemnity Agreement (Wd 40 Co)
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, and without limiting any such provisionSubject to the limitations in Section 7, to the extent that Indemnitee is, by reason of Indemnitee’s his or her Corporate Status, made a party to and is successful, on the merits or otherwise, in the defense of any Proceeding, Indemnitee he or she shall be indemnified against for all Expenses actually and reasonably incurred by Indemnitee him or her or on Indemnitee’s 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 shall indemnify Indemnitee against under this Section 6 for all Expenses actually and reasonably incurred by Indemnitee him or her or on Indemnitee’s his or her behalf in connection with each successfully resolved claim, issue or matter, allocated on a reasonable and proportionate basis. For purposes of this AgreementSection 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. Notwithstanding any other provision of this Agreement, and without limiting any such provision, to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, Indemnitee shall be indemnified against all Expenses reasonably incurred by 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 reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Agreement, 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. Notwithstanding any other provision of this Agreement, and without limiting any such provision, to the ---------- extent that Indemnitee is, by reason of Indemnitee’s her Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, Indemnitee she shall be indemnified against all Expenses actually and reasonably incurred by Indemnitee her or on Indemnitee’s 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 shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee her or on Indemnitee’s her behalf in connection with each successfully resolved claim, issue or matter. If Indemnitee is not successful with respect to a claim, issue or matter, Indemnitee's right to indemnification for Expenses with regard to such claim, issue or matter shall be governed by Sections 3 and 4 of this Agreement. For purposes of this AgreementSection 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: Agreement (Vencor Inc)
INDEMNIFICATION FOR EXPENSES. OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL. Notwithstanding any other provision provisions of this Agreement, and without limiting any such provision, to the extent that Indemnitee 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 ProceedingProceeding or in defense of any claim, issue or matter therein, in whole or in part, the Company shall indemnify Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf 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 Indemnitee him or on Indemnitee’s 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 AgreementSection 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 and Advancement Agreement (Emisphere Technologies Inc)