Common use of Indemnification of a Party Who is Wholly or Partly Successful Clause in Contracts

Indemnification of a Party Who is Wholly or Partly Successful. Subject to the limitations in Section 4.5, to the extent that the Indemnitee was or is, by reason of the Indemnitee’s Corporate Status, a party to (or otherwise becomes a participant in) any Proceeding and is successful, on the merits or otherwise, in the defense of such Proceeding, the Indemnitee shall be indemnified by the Company against all Expenses and Liabilities actually and reasonably incurred by or for him or her in connection therewith. If the 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 the Indemnitee against all Expenses and Liabilities actually and reasonably incurred by or for him or her in connection with each successfully resolved claim, issue or matter in such Proceeding, allocated on a reasonable and proportionate basis. The termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed a successful result as to such claim, issue or matter.

Indemnification of a Party Who is Wholly or Partly Successful. Subject to the limitations in Section 4.5, to the extent that the Indemnitee was or is, by reason of the Indemnitee’s Corporate Status, a party to (or otherwise becomes a participant in) any Proceeding and is successful, on the merits or otherwise, in the defense of such Proceeding, the Indemnitee shall be indemnified by the Company against all Expenses and Liabilities actually and reasonably incurred by or for him or her in connection therewith. If the 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 the Indemnitee against all Expenses and Liabilities actually and reasonably incurred by or for him or her in connection with each successfully resolved claim, issue or matter in such Proceeding, allocated on a reasonable and proportionate basis. The termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed a successful result as to such claim, issue or matter.

Indemnification of a Party Who is Wholly or Partly Successful. Subject to the limitations in Section 4.5, to the extent that the Indemnitee was or is, by reason of the Indemnitee’s Corporate Status, a party to (or otherwise becomes a participant in) any Proceeding and is successful, on the merits or otherwise, in the defense of such Proceeding, the Indemnitee shall be indemnified by the Company against all Expenses and Liabilities actually and reasonably incurred by or for him or her in connection therewith. If the 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 the Indemnitee against all Expenses and Liabilities actually and reasonably incurred by or for him or her in connection with each successfully resolved claim, issue or matter in such Proceeding, allocated on a reasonable and proportionate basis. The termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed a successful result as to such claim, issue or matter.