Common use of Indemnification of Expenses of Successful Party Clause in Contracts

Indemnification of Expenses of Successful Party. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any proceeding or in defense of any claim, issue or matter therein, including the dismissal of any action without prejudice, the Company shall indemnify Indemnitee against all expenses actually and reasonably incurred in connection with the investigation, defense or appeal of such proceeding.

Indemnification of Expenses of Successful Party. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any proceeding Proceeding or in defense of any claim, issue or matter therein, including the dismissal of any action without prejudicein such Proceeding, the Company shall indemnify Indemnitee against all expenses actually and reasonably Expenses incurred in connection with such Proceeding or such claim, issue or matter, as the investigation, defense or appeal of such proceedingcase may be.

Indemnification of Expenses of Successful Party. Notwithstanding any other provision of this the Agreement, to the extent that the Indemnitee has been successful on the merits or otherwise in defense of any proceeding Proceeding or in defense of any claim, issue or matter therein, on the merits or otherwise, including the dismissal of any action a Proceeding without prejudiceprejudice or the settlement of a Proceeding without an admission of liability, the Company Indemnitee shall indemnify Indemnitee be indemnified against all expenses actually and reasonably Expenses incurred in connection with therewith to the investigation, defense or appeal of such proceedingfullest extent permitted by applicable corporate law.

Indemnification of Expenses of Successful Party. Notwithstanding any other provision of this Agreement, to the extent that the Indemnitee has been successful on the merits or otherwise in defense of any proceeding Proceeding or in defense of any claim, issue or matter therein, including the dismissal of any action without prejudice, the Company Indemnitee shall indemnify Indemnitee be indemnified against any and all expenses actually and reasonably Expenses incurred in connection with the investigation, defense or appeal of such proceedingtherewith.

Indemnification of Expenses of Successful Party. Notwithstanding any other provision provisions of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise otherwise, in defense of any proceeding Proceeding or in defense of any claim, issue or matter therein, including the dismissal of any an action without prejudice, the Company Indemnitee shall indemnify Indemnitee be indemnified against all expenses actually and reasonably Expenses incurred in connection with the investigation, defense or appeal of such proceedingtherewith.

Indemnification of Expenses of Successful Party. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any proceeding Proceeding or in defense of any claim, issue or matter therein, including the dismissal of any action without prejudicein such Proceeding, the Company shall indemnify Indemnitee against all expenses actually and reasonably Expenses incurred in connection with such Proceeding or such claim, issue or matter, whether or not such Proceeding proceeds to judgment or is settled or is otherwise brought to a final disposition, as the investigationcase may be, defense or appeal offset by the amount of such proceedingcash, if any, received by the Indemnitee resulting from his/her success therein.

Indemnification of Expenses of Successful Party. Notwithstanding any other provision of this AgreementAgreement whatsoever, to the extent that Indemnitee has been successful on the merits or otherwise (including a settlement) in defense of any proceeding Proceeding or in defense of any claim, issue or matter therein, including the dismissal of any action without prejudice, the Company Indemnitee shall indemnify Indemnitee be indemnified against all expenses Expenses reasonably and actually and reasonably incurred in connection with the investigation, defense or appeal of such proceedingtherewith.

Indemnification of Expenses of Successful Party. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any proceeding Proceeding or in defense of any claim, issue or matter thereinin such Proceeding, including the dismissal of any action without prejudice, the Company Indemnitee shall indemnify Indemnitee be indemnified against all expenses actually and reasonably Expenses incurred in connection with such Proceeding or such claim, issue or matter, as the investigation, defense or appeal of such proceedingcase may be.

Indemnification of Expenses of Successful Party. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any proceeding Proceeding or in defense of any claim, issue or matter therein, including the dismissal of any action without prejudice, Indemnitee shall be indemnified by the Company shall indemnify Indemnitee Corporation against all expenses actually and reasonably Expenses incurred in connection with the investigation, defense or appeal of such proceedingtherewith.

Indemnification of Expenses of Successful Party. Notwithstanding any other provision provisions of this Agreement, to the extent that the Indemnitee has been successful on the merits or otherwise in defense of any proceeding or in defense of any claim, issue or matter therein, including the dismissal of any an action without prejudice, the Company shall indemnify the Indemnitee against all expenses actually and reasonably incurred in connection with the investigation, defense or appeal of such proceeding.

Indemnification of Expenses of Successful Party. Notwithstanding any other provision of this AgreementAgreement to the contrary, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any proceeding Proceeding or in defense of any claim, issue or matter thereinin such Proceeding, including the dismissal of any action without prejudice, the Company Indemnitee shall indemnify Indemnitee be indemnified against all expenses actually and reasonably Expenses incurred in connection with such Proceeding or such claim, issue or matter, as the investigationcase may be, defense or appeal offset by the amount of such proceedingcash, if any, received by Indemnitee resulting from his/her success therein.

Indemnification of Expenses of Successful Party. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any proceeding Proceeding or in defense of any claim, issue or matter therein, including the dismissal of any an action without prejudice, the Company shall indemnify Indemnitee against all expenses actually and reasonably Expenses incurred by him or her in connection with the investigation, defense or appeal of such proceeding.Proceeding;

Indemnification of Expenses of Successful Party. Notwithstanding any other provision of this Agreement, to the extent that the Indemnitee has been successful successful, on the merits or otherwise otherwise, in defense of any proceeding Proceeding or in defense of any claim, issue or matter therein, including the dismissal of any action without prejudicetherein (other than a Proceeding referred to in Section 5), the Company Indemnitee shall indemnify Indemnitee be indemnified against all expenses Expenses actually and reasonably incurred by or on behalf of the Indemnitee in connection with the investigation, defense or appeal of such proceedingtherewith.

Indemnification of Expenses of Successful Party. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any proceeding Proceeding or in defense of any claim, issue or matter thereinin such Proceeding, including the dismissal of any action without prejudice, the Company Indemnitee shall indemnify Indemnitee be indemnified against all expenses actually and reasonably Expenses incurred in connection with such Proceeding or such claim, issue or matter, as the investigationcase may be, defense or appeal offset by the amount of such proceedingcash, if any, received by the Indemnitee resulting from his/her success therein.

Indemnification of Expenses of Successful Party. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any proceeding Proceeding or in defense of any claim, issue issue, or matter therein, including the dismissal of any action without prejudice, the Company shall indemnify Indemnitee against all expenses Expenses actually and reasonably incurred in connection with the investigation, defense defense, or appeal of such proceedingProceeding.

Indemnification of Expenses of Successful Party. Notwithstanding any other provision provisions of this Agreement, to the extent that the Indemnitee has been successful on the merits or otherwise in defense of any proceeding Proceeding or in defense of any claim, issue or matter therein, including the dismissal of any an action without prejudice, the Company Indemnitee shall indemnify Indemnitee be indemnified against all expenses actually and reasonably Expenses incurred in connection with the investigation, defense or appeal of such proceedingtherewith.

Indemnification of Expenses of Successful Party. Notwithstanding any other provision of this Agreement, to the extent that the Indemnitee has been successful on the merits or otherwise in defense of any proceeding Proceeding or in defense of any claim, issue or matter therein, including the dismissal of any action without prejudicein such Proceeding, the Company Indemnitee shall indemnify Indemnitee be indemnified against all expenses actually and reasonably Expenses incurred in connection with such Proceeding or such claim, issue or matter, as the investigationcase may be, defense or appeal offset by the amount of such proceedingcash, if any, received by the Indemnitee resulting from his/her success therein.

Indemnification of Expenses of Successful Party. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any proceeding Proceeding or in defense of any claim, issue or matter thereinin such Proceeding, including the dismissal of any action without prejudice, the Company Indemnitee shall indemnify Indemnitee be indemnified against all expenses Expenses actually and reasonably incurred in connection with such Proceeding or such claim, issue or matter, as the investigationcase may be, defense or appeal offset by the amount of such proceedingcash, if any, received by the Indemnitee resulting from his/her success therein.

Indemnification of Expenses of Successful Party. Notwithstanding any other provision provisions of this Agreement, to the extent that the Indemnitee has been successful on the merits or otherwise in defense of any proceeding or in defense of any claim, issue or matter therein, including the dismissal of any action without prejudice, the Company shall indemnify the Indemnitee against all expenses actually and reasonably incurred in connection with the investigation, defense or appeal of such proceeding.

Indemnification of Expenses of Successful Party. Notwithstanding any other provision of this Agreement, to To the extent that Indemnitee has been successful successful, on the merits or otherwise otherwise, in defense of any proceeding Proceeding or in defense of any claim, issue or matter therein, including the dismissal of any an action without prejudice, the Company Indemnitee shall indemnify Indemnitee be indemnified against all expenses actually and reasonably Expenses incurred in connection with the investigation, defense or appeal of such proceedingtherewith.

Indemnification of Expenses of Successful Party. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any proceeding Proceeding or in defense of any claim, issue or matter therein, including the dismissal of any action without prejudice, the Company shall indemnify Indemnitee against all expenses Expenses actually and reasonably incurred in connection with the investigation, defense or appeal of such proceedingProceeding, claim, issue or matter.

Indemnification of Expenses of Successful Party. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any proceeding Proceeding or in defense of any claim, issue or matter therein, including the dismissal of any an action without prejudice, the Company shall indemnify Indemnitee against all expenses Expenses actually and reasonably incurred by him or her in connection with the investigation, defense or appeal of such proceeding.Proceeding;

Indemnification of Expenses of Successful Party. Notwithstanding any other provision of this Agreement, to the extent that the Indemnitee has been successful on the merits or otherwise in defense of any proceeding Proceeding or in defense of any claim, issue or matter therein, including the dismissal of any action without prejudice, the Company such Indemnitee shall indemnify Indemnitee be indemnified against any and all expenses Expenses actually and reasonably incurred in connection with the investigation, defense or appeal of such proceedingtherewith.

Indemnification of Expenses of Successful Party. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any proceeding Proceeding or in defense of any claim, issue or matter therein, including the dismissal of any action without prejudice, the Company shall indemnify Indemnitee against all expenses Expenses actually and reasonably incurred in connection with the investigation, defense or appeal of such proceedingProceeding.

Indemnification of Expenses of Successful Party. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any proceeding Proceeding or in defense of any claim, issue issue, or matter therein, including the dismissal of any action without prejudice, the Company Indemnitee shall indemnify Indemnitee be indemnified against all expenses actually and reasonably Expenses incurred in connection with the investigation, defense or appeal of such proceedingtherewith.

Indemnification of Expenses of Successful Party. Notwithstanding any other provision provisions of this Agreement, to the extent that the Indemnitee has been successful on the merits or otherwise in defense of any proceeding or in defense of any claim, issue or matter therein, including the dismissal of any action without prejudice, the Company shall indemnify the Indemnitee against all expenses actually and reasonably incurred in connection with the investigation, defense or appeal of such proceeding.

Indemnification of Expenses of Successful Party. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any proceeding or in defense of any claim, issue or matter therein, including the dismissal of any action without prejudice, the Company shall indemnify Indemnitee against all expenses actually and reasonably incurred in connection with the investigation, defense or appeal of such proceeding.indemnify

Indemnification of Expenses of Successful Party. Notwithstanding any other provision provisions of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise otherwise, in defense of any proceeding Proceeding or in defense of any claim, issue or matter therein, including the dismissal of any an action without prejudice, the Company Indemnitee shall indemnify Indemnitee be indemnified against all expenses actually and reasonably Expenses incurred in connection with the investigation, defense or appeal of such proceedingtherewith. 6.

Indemnification of Expenses of Successful Party. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any proceeding or in defense of any claim, issue issue, or matter therein, including the dismissal of any action without prejudice, the Company shall indemnify Indemnitee against all expenses actually and reasonably incurred in connection with the investigation, defense defense, or appeal of such proceeding.

Indemnification of Expenses of Successful Party. Notwithstanding any other provision of this AgreementTo the fullest extent permitted by law, the Company shall indemnify Indemnitee against all Expenses in connection with a proceeding to the extent that Indemnitee has been successful on the merits or otherwise in defense of any proceeding or in defense of any claim, issue or matter therein, in whole or part, including the dismissal of any action without prejudice, the Company shall indemnify . If Indemnitee against all expenses actually and reasonably incurred in connection with the investigation, defense or appeal of such proceeding.is not wholly successful in

Indemnification of Expenses of Successful Party. Notwithstanding any other provision of this Agreement, to the extent that the Indemnitee has been successful on the merits or otherwise in defense of any proceeding Proceeding or in defense of any claim, issue or matter therein, including the dismissal of any action without prejudice, the Company Indemnitee shall indemnify Indemnitee be indemnified against any and all expenses Expenses actually and reasonably incurred in connection with the investigation, defense or appeal of such proceedingtherewith.

Indemnification of Expenses of Successful Party. Notwithstanding any other provision provisions of this Agreement, to the extent that the Indemnitee has been successful on the merits or otherwise in defense of any proceeding Proceeding or in defense of any claim, issue or matter therein, including the dismissal of any an action without prejudice, the Company shall indemnify the Indemnitee against all expenses Expenses actually and reasonably incurred in connection with the investigation, defense or appeal of such proceedingProceeding.

Indemnification of Expenses of Successful Party. Notwithstanding any other provision of this Agreement, to the extent that the Indemnitee has been successful on the merits or otherwise in defense the defence of any proceeding Claim or in defense the defence of any claimcharge, issue or matter therein, including the dismissal of any action without prejudicea Claim, the Company shall indemnify the Indemnitee against any and all expenses Costs actually and reasonably sustained or incurred by him in connection with the investigation, defense defence or appeal of such proceedingClaim.

Indemnification of Expenses of Successful Party. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any proceeding Proceeding or in defense of any claim, issue or matter therein, including the dismissal of any action without prejudice, the Company shall indemnify Indemnitee against all expenses actually and reasonably incurred in connection with the investigation, defense or appeal of such proceedingProceeding, claim, issue or matter.

Indemnification of Expenses of Successful Party. Notwithstanding any other provision provisions of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any proceeding Proceeding or in defense of any claim, issue or matter therein, including the dismissal of any an action without prejudice, the Company shall indemnify Indemnitee against all expenses Expenses actually and reasonably incurred by him in connection with the investigation, defense or appeal of such proceedingProceeding.

Indemnification of Expenses of Successful Party. Notwithstanding any other provision of this Agreement, to To the extent that Indemnitee has been wholly successful on the merits or otherwise in defense of any proceeding Proceeding or in defense of any claim, issue or matter therein, including the dismissal of any an action without prejudice, the Company such Indemnitee shall indemnify Indemnitee be indemnified against all expenses actually and reasonably Expenses incurred in connection with the investigation, defense or appeal of such proceedingtherewith.

Indemnification of Expenses of Successful Party. Notwithstanding any ----------------------------------------------- other provision provisions of this Agreement, to the extent that the Indemnitee has been successful on the merits or otherwise in defense of any proceeding Proceeding or in defense of any claim, issue or matter therein, including the dismissal of any an action without prejudice, the Company Indemnitee shall indemnify Indemnitee be indemnified against all expenses actually and reasonably Expenses incurred in connection with the investigation, defense or appeal of such proceedingtherewith.

Indemnification of Expenses of Successful Party. Notwithstanding any other provision of this Agreement, to the extent that the Indemnitee has been successful on the merits or otherwise in defense of any proceeding Proceeding or in defense of any claim, issue or matter therein, on the merits or otherwise, including the dismissal of any action a Proceeding without prejudiceprejudice or the settlement of a Proceeding without an admission of liability, the Company Indemnitee shall indemnify Indemnitee be indemnified against all expenses actually and reasonably Expenses incurred in connection with therewith to the investigation, defense or appeal of such proceedingfullest extent permitted by applicable law.

Indemnification of Expenses of Successful Party. Notwithstanding any other provision provisions of this Agreement, to the extent that the Indemnitee has been successful on the merits or otherwise otherwise, in defense of any proceeding Proceeding or in defense of any claim, issue or matter therein, including the dismissal of any an action without prejudice, the Company Indemnitee shall indemnify Indemnitee be indemnified against all expenses actually and reasonably Expenses incurred in connection with the investigation, defense or appeal of such proceedingtherewith.

Indemnification of Expenses of Successful Party. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any proceeding or in defense of any claim, issue or matter thereinto which they are entitled to indemnification hereunder, including the dismissal of any action without prejudice, the Company shall indemnify Indemnitee against all expenses actually and reasonably incurred in connection with the investigation, defense or appeal of such proceeding.

Indemnification of Expenses of Successful Party. Notwithstanding any other provision provisions of this Agreement, to the extent that Indemnitee has been successful successful, on the merits or otherwise otherwise, in defense of any proceeding Proceeding or in defense of any claim, issue or matter therein, including the dismissal of any an action without prejudice, the Company Indemnitee shall indemnify Indemnitee be indemnified against all expenses actually and reasonably Expenses incurred in connection with the investigation, defense or appeal of such proceedingtherewith.

Indemnification of Expenses of Successful Party. Notwithstanding any other provision of this Agreement, to the extent that the Indemnitee has been successful on the merits or otherwise in defense of any proceeding Proceeding or in defense of any claim, issue or matter therein, including the dismissal of any action without prejudicein such Proceeding, the Company Indemnitee shall indemnify Indemnitee be indemnified against all expenses actually and reasonably Expenses incurred in connection with such Proceeding or such claim, issue or matter, as the investigation, defense or appeal of such proceedingcase may be.

Indemnification of Expenses of Successful Party. Notwithstanding any other provision of this Agreement, to the extent that the Indemnitee has been successful on the merits or otherwise in defense of any proceeding Proceeding or in defense of any claim, issue or matter therein, including the dismissal of any action without prejudice, the Company Indemnitee shall indemnify Indemnitee be indemnified against any and all expenses actually and reasonably Expenses incurred in connection with the investigation, defense or appeal of such proceedingtherewith.

Indemnification of Expenses of Successful Party. Notwithstanding any other provision of this Agreement, to the extent that the Indemnitee has been successful on the merits or otherwise in defense of any proceeding Proceeding or in defense of any claim, issue or matter therein, on the merits or otherwise, including the dismissal of any action a Proceeding without prejudice, the Company Indemnitee shall indemnify Indemnitee be indemnified against all expenses actually and reasonably Expenses incurred in connection with therewith to the investigation, defense or appeal of such proceedingfullest extent permitted by any Applicable Document.

Indemnification of Expenses of Successful Party. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise otherwise, including the dismissal of an action without prejudice or the settlement of an action without admission of liability, in defense of any proceeding Claim or in defense of any claim, issue or matter therein, including the dismissal of any action without prejudice, the Company Indemnitee shall indemnify Indemnitee be indemnified against all expenses actually and reasonably Expenses incurred in connection with therewith without the investigation, defense or appeal necessity of such proceedingauthorization in the specific case.

Indemnification of Expenses of Successful Party. Notwithstanding any other provision provisions of this Agreement, to the extent that Indemnitee has been successful successful, on the merits or otherwise otherwise, in the defense of any proceeding Proceeding or in defense of any claim, issue or matter therein, including the dismissal of any an action without prejudice, the Company Indemnitee shall indemnify Indemnitee be indemnified against all expenses Expenses actually and reasonably incurred in connection with the investigation, defense or appeal of such proceedingtherewith.

Indemnification of Expenses of Successful Party. Notwithstanding any other provision provisions of this AgreementAgreement other than Section 8, to the extent that the Indemnitee has been successful successful, in whole or in part, on the merits or otherwise otherwise, in defense of any proceeding Proceeding that it is a party to or a participant in (as a witness or otherwise) or in defense of any claim, issue or matter therein, including the dismissal of any an action without prejudice, the Company Corporation shall indemnify the Indemnitee against all expenses Expenses actually and reasonably incurred in connection with the investigation, defense or appeal of such proceedingtherewith.

Indemnification of Expenses of Successful Party. Notwithstanding any other provision of this AgreementAgreement to the contrary, to the extent that the Indemnitee has been successful on the merits or otherwise in defense of any proceeding Proceeding or in defense of any claim, issue or matter therein, including the dismissal of any action without prejudicein such Proceeding, the Company Indemnitee shall indemnify Indemnitee be indemnified against all expenses actually and reasonably Expenses incurred in connection with such Proceeding or such claim, issue or matter, as the investigationcase may be, defense or appeal offset by the amount of such proceedingcash, if any, received by the Indemnitee resulting from his/her success therein.

Indemnification of Expenses of Successful Party. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any proceeding Proceeding or in defense of any claim, issue or matter thereinin such Proceeding, including the dismissal of any action without prejudice, the Company Indemnitee shall indemnify Indemnitee be indemnified against all expenses actually and reasonably incurred in connection with such Proceeding or such claim, issue or matter, as the investigation, defense or appeal of such proceedingcase may be.

Indemnification of Expenses of Successful Party. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any proceeding or in defense of any claim, issue or matter therein, including the dismissal of any action without prejudice, the Company shall indemnify Indemnitee against all expenses and liabilities actually and reasonably incurred in connection with the investigation, defense or appeal of such proceeding.

Indemnification of Expenses of Successful Party. Notwithstanding any other provision provisions of this Agreement, to the extent that the Indemnitee has been successful on the merits or otherwise in defense of any proceeding Proceeding or in defense of any claim, issue issue, or matter therein, including the dismissal of any an action without prejudice, the Company Indemnitee shall indemnify Indemnitee be indemnified against all expenses actually and reasonably Expenses incurred in connection with the investigation, defense or appeal of such proceedingtherewith.

Indemnification of Expenses of Successful Party. Notwithstanding any other provision provisions of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any proceeding Proceeding or in defense of any claim, issue or matter therein, including the dismissal of any an action without prejudice, the Company Indemnitee shall indemnify Indemnitee be indemnified against all expenses actually and reasonably Expenses incurred in connection with the investigation, defense or appeal of such proceedingtherewith.

Indemnification of Expenses of Successful Party. Notwithstanding any ----------------------------------------------- other provision of this Agreement, to the extent that the Indemnitee has been successful on the merits or otherwise in defense of any proceeding Proceeding or in defense of any claim, issue or matter therein, including the dismissal of any action without prejudice, the Company Indemnitee shall indemnify Indemnitee be indemnified against any and all expenses actually and reasonably Expenses incurred in connection with the investigation, defense or appeal of such proceedingtherewith.

Indemnification of Expenses of Successful Party. Notwithstanding any other provision provisions of this Agreement, to the extent that the Indemnitee has been successful on the merits or otherwise in defense of any proceeding referred to in Section 3 or 4 hereof or in defense of any claim, issue or matter therein, including the dismissal of any an action without prejudice, the Company shall indemnify the Indemnitee against all expenses actually and reasonably incurred in connection with the investigation, defense or appeal of such proceeding.

Indemnification of Expenses of Successful Party. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any proceeding Proceeding or in defense of any claim, issue or matter thereinin the Proceeding, including Indemnitee shall be presumed to have met the dismissal applicable standard of any action without prejudiceconduct, the Company if any, for indemnification and shall indemnify Indemnitee be indemnified against all expenses Expenses actually and reasonably incurred in connection with therewith to the investigation, defense or appeal of such proceedingfullest extent permitted by applicable law.

Indemnification of Expenses of Successful Party. Notwithstanding any ----------------------------------------------- other provision provisions of this Agreement, to the extent that the Indemnitee has been successful on the merits or otherwise in defense of any proceeding Proceeding or in defense of any claim, issue or matter therein, on the merits or otherwise, including the dismissal of any action a Proceeding without prejudice, the Company Indemnitee shall indemnify Indemnitee be indemnified against all expenses actually and reasonably Expenses incurred in connection with therewith to the investigation, defense or appeal of such proceedingfullest extent permitted by applicable law.

Indemnification of Expenses of Successful Party. Notwithstanding any other provision of this Agreement, to the extent that the Indemnitee has been successful on the merits or otherwise in defense of any proceeding Proceeding or in defense of any claim, issue or matter therein, on the merits or otherwise, including the dismissal of any action a Proceeding without prejudice, the Company Indemnitee shall indemnify Indemnitee be indemnified against all expenses actually and reasonably Expenses incurred in connection with therewith to the investigation, defense or appeal fullest extent permitted by Delaware law and/or the Certificate of such proceedingIncorporation.

Indemnification of Expenses of Successful Party. Notwithstanding In addition to any other provision of indemnity provided by this Agreement, to the extent that the Indemnitee has been successful on the merits or otherwise in defense of any proceeding proceedings or in defense of any claim, issue or matter therein, including the dismissal of any action without prejudice, the Company shall indemnify the Indemnitee against all expenses actually and reasonably incurred in connection with the investigation, defense or appeal of such proceeding.

Indemnification of Expenses of Successful Party. Notwithstanding any other provision provisions of this Agreement, to the extent that the Indemnitee has been successful on the merits or otherwise in defense of any proceeding Proceeding or in defense of any claim, issue or matter therein, including the dismissal of any an action without prejudice, the Company shall indemnify the Indemnitee against all expenses Expenses actually and reasonably incurred by him in connection with the investigation, defense or appeal of such proceedingProceeding.

Indemnification of Expenses of Successful Party. Notwithstanding any other provision provisions of this Agreement, to the extent that the Indemnitee has been successful on the merits or otherwise in defense of any proceeding Proceeding or in defense of any claim, issue or matter thereinin the Proceeding, on the merits or otherwise, including the dismissal of any action a Proceeding without prejudiceprejudice , the Company Indemnitee shall indemnify Indemnitee be indemnified against all expenses actually and reasonably Expenses incurred in connection with therewith to the investigation, defense or appeal of such proceedingfullest extent permitted by applicable law.

Indemnification of Expenses of Successful Party. Notwithstanding any other provision provisions of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise otherwise, in defense of any proceeding Proceeding or in defense of any claim, issue or matter therein, including the dismissal of any an action without prejudice, the Company Indemnitee shall indemnify Indemnitee be indemnified against all expenses Expenses actually and reasonably incurred in connection with the investigation, defense or appeal of such proceedingtherewith.

Indemnification of Expenses of Successful Party. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any proceeding Proceeding or in defense of any claim, issue or matter therein, including the dismissal of any action without prejudice, the Company Indemnitee shall indemnify Indemnitee be indemnified against all expenses actually and reasonably Expenses incurred in connection with the investigation, defense or appeal of such proceedingtherewith. 7.

Indemnification of Expenses of Successful Party. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any proceeding or in defense of any claim, issue or matter thereinto which they are entitled to indemnification hereunder, including the dismissal of any action without X. Xxxxxxxx Indemnity Agreement 02.04.10 prejudice, the Company shall indemnify Indemnitee against all expenses actually and reasonably incurred in connection with the investigation, defense or appeal of such proceeding.

Indemnification of Expenses of Successful Party. Notwithstanding any other provision of this AgreementAgreement whatsoever, to the extent that Indemnitee has been successful on the merits or otherwise (including a settlement) in defense defence of any proceeding Proceeding or in defense defence of any claim, issue or matter therein, including the dismissal of any action without prejudice, the Company Indemnitee shall indemnify Indemnitee be indemnified against all expenses Expenses reasonably and actually and reasonably incurred in connection with the investigation, defense or appeal of such proceedingtherewith.

Indemnification of Expenses of Successful Party. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any proceeding or in defense of any claim, issue or matter therein, including the dismissal of any action without prejudice, the Company shall indemnify Indemnitee against all expenses actually and reasonably incurred by Indemnitee, or on Indemnitee’s behalf, in connection with the investigation, defense or appeal of such proceeding.

Indemnification of Expenses of Successful Party. Notwithstanding ----------------------------------------------- and without limiting any other provision provisions of this Agreement, to the extent that the Indemnitee has been successful on the merits or otherwise in defense of any proceeding or in defense of any claim, issue or matter therein, including the dismissal of any action without prejudice, the Company shall indemnify the Indemnitee against all expenses actually and reasonably incurred in connection with the investigation, defense or appeal of such proceeding.

Indemnification of Expenses of Successful Party. Notwithstanding any other provision provisions of this Agreement, to the extent that Indemnitee has been successful successful, on the merits or otherwise otherwise, in defense of any proceeding Proceeding or in defense of any claim, issue issue, or matter therein, including the dismissal of any an action without prejudice, the Company shall indemnify Indemnitee against all expenses actually and reasonably Expenses incurred in connection with the investigation, defense or appeal of such proceedingtherewith.

Indemnification of Expenses of Successful Party. Notwithstanding any other provision provisions of this Agreement, to the extent that the Indemnitee has been successful on the merits or otherwise in defense of any proceeding Proceeding or in defense of or any claim, issue or matter therein, including the dismissal of any an action without prejudice, the Company shall indemnify the Indemnitee against all expenses Expenses actually and reasonably incurred by him in connection with the investigation, defense or appeal of such proceedingProceeding.

Indemnification of Expenses of Successful Party. Notwithstanding any other provision of this the Agreement, to the extent that the Indemnitee has been successful on the merits or otherwise in defense of any proceeding Proceeding or in defense of any claim, issue or matter therein, including on the dismissal of any action without prejudice, the Company shall indemnify Indemnitee against all expenses actually and reasonably incurred in connection with the investigation, defense merits or appeal of such proceeding.otherwise,

Indemnification of Expenses of Successful Party. Notwithstanding any other provision provisions of this Agreement, to the extent that the Indemnitee has been successful on the merits or otherwise in defense of any proceeding Proceeding or in defense of any claim, issue or matter thereinin the Proceeding, on the merits or otherwise, including the dismissal of any action a Proceeding without prejudice, the Company Indemnitee shall indemnify Indemnitee be indemnified against all expenses actually and reasonably reasonable Expenses incurred in connection with therewith to the investigation, defense or appeal of such proceedingfullest extent permitted by applicable law.

Indemnification of Expenses of Successful Party. Notwithstanding any other provision provisions of this Agreement, to the extent that the Indemnitee has been successful on the merits or otherwise in defense of any proceeding Proceeding or in defense of any claim, issue or matter mailer therein, including the dismissal of any action without prejudice, the Company shall indemnify the Indemnitee against all expenses actually and reasonably incurred in connection with the investigation, defense or appeal of such proceedingProceeding.

Indemnification of Expenses of Successful Party. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise otherwise, in defense of any proceeding Proceeding against Indemnitee, or in defense of any claim, issue issue, or matter therein, including the dismissal of any action without prejudice, the Company Indemnitee shall indemnify Indemnitee be indemnified against all expenses Expenses actually and reasonably incurred by Indemnitee in connection with the investigation, defense or appeal of such proceedingtherewith.

Indemnification of Expenses of Successful Party. Notwithstanding any other provision of this Agreement, to the extent that the Indemnitee has been successful on the merits or otherwise in defense of any proceeding Claim or in defense of any claim, issue or matter therein, including the dismissal of any action without prejudice, the Company Indemnitee shall indemnify Indemnitee be indemnified against any and all expenses actually and reasonably Expenses incurred in connection with the investigation, defense or appeal of such proceedingtherewith.

Indemnification of Expenses of Successful Party. Notwithstanding any other provision provisions of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any proceeding Proceeding or in defense of any claim, issue or matter therein, including including, without limitation, the dismissal of any an action without prejudice, the Company Indemnitee shall indemnify Indemnitee be indemnified against all expenses actually and reasonably Expenses incurred in connection with the investigation, defense or appeal of such proceedingtherewith.

Indemnification of Expenses of Successful Party. Notwithstanding any other provision provisions of this Agreement, Agreement to the extent that Indemnitee has been successful on the merits or otherwise otherwise, in defense of any proceeding Proceeding or in defense of any claim, issue or matter therein, including the dismissal of any an action without prejudice, the Company Indemnitee shall indemnify Indemnitee be indemnified against all expenses actually and reasonably Expenses incurred in connection with the investigation, defense or appeal of such proceedingtherewith.

Indemnification of Expenses of Successful Party. Notwithstanding any other provision of this AgreementAgreement whatsoever, to the extent that Indemnitee has been successful on the merits or otherwise (including a settlement) in defense of any proceeding Proceeding or in defense of any claim, issue or matter therein, including the dismissal of any action without prejudice, the Company Indemnitee shall indemnify Indemnitee be indemnified against all expenses Expenses reasonably and actually and reasonably incurred in connection with the investigation, defense or appeal of such proceedingtherewith.

Indemnification of Expenses of Successful Party. Notwithstanding any other provision provisions of this Agreement, to the extent that the Indemnitee has been successful on the merits or otherwise in defense of any proceeding or in defense of any claim, issue or matter therein, including the dismissal of any action without prejudice, the Company shall indemnify the Indemnitee against all expenses actually and reasonably incurred in connection with the investigation, defense or appeal of such proceeding.

Indemnification of Expenses of Successful Party. Notwithstanding any other provision provi­sions of this Agreement, to the extent that the Indemnitee has been successful successful, on the merits or otherwise otherwise, in defense of any proceeding Proceeding or in defense of any claim, issue or matter therein, including the dismissal of any an action without prejudice, the Company Corporation shall indemnify the Indemnitee against all expenses actually and reasonably Expenses incurred in connection with the investigation, defense or appeal of such proceedingtherewith.

Indemnification of Expenses of Successful Party. Notwithstanding any other provision of this Agreement, to the extent that the Indemnitee has been successful on the merits or otherwise in defense of any proceeding Proceeding or in defense of any claim, issue or matter therein, including the dismissal of any action without prejudice, the Company Indemnitee shall indemnify Indemnitee be indemnified against any and all expenses Expenses actually and reasonably incurred in connection with the investigation, defense or appeal of such proceedingtherewith.

Indemnification of Expenses of Successful Party. Notwithstanding any other provision provisions of this AgreementAgreement other than Section 7, to the extent that the Indemnitee has been successful successful, in whole or in part, on the merits or otherwise otherwise, in defense of any proceeding Proceeding that it is a party to or a participant in (as a witness or otherwise) or in defense of any claim, issue or matter therein, including the dismissal of any an action without prejudice, the Company Corporation shall indemnify the Indemnitee against all expenses Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with the investigation, defense or appeal of such proceedingtherewith.

Indemnification of Expenses of Successful Party. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any proceeding ofany Proceeding or in defense of any ofany claim, issue or matter therein, including the dismissal of any action without prejudicein such Proceeding, the Company shall indemnify Indemnitee against all expenses actually and reasonably Expenses incurred in connection with such Proceeding or such claim, issue or matter, as the investigation, defense or appeal of such proceedingcase may be.

Indemnification of Expenses of Successful Party. Notwithstanding any other provision provisions of this Agreement, to the extent that Indemnitee has been successful successful, on the merits or otherwise otherwise, in defense of any proceeding Proceeding or in defense of any claim, issue or matter therein, including the dismissal of any an action without prejudice, the Company Indemnitee shall indemnify Indemnitee be indemnified against all expenses actually and reasonably Expenses incurred in connection with therewith to the investigation, defense or appeal of such proceedingfullest extent permitted by applicable law.

Indemnification of Expenses of Successful Party. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any proceeding or in defense of any claim, issue or matter therein, including the dismissal of any action without prejudice, the Company shall indemnify 1100511 v2/HN Indemnitee against all expenses actually and reasonably incurred in connection with the investigation, defense or appeal of such proceeding.

Indemnification of Expenses of Successful Party. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any proceeding Proceeding or in defense of any claim, issue or matter therein, including the dismissal of any action without prejudicein such Proceeding, the Company shall indemnify Indemnitee against all expenses actually and reasonably Expenses incurred in connection with such Proceeding or such claim, issue or matter, as the investigationcase may be, defense provided that this indemnity shall not extend to any matter in respect of any fraud or appeal dishonesty which may attach to any of such proceedingsaid persons.

Indemnification of Expenses of Successful Party. Notwithstanding any other provision of this the Agreement, to the extent that the Indemnitee has been successful on the merits or otherwise in defense of any proceeding Proceeding or in defense of any claim, issue or matter therein, on the merits or otherwise, including the dismissal of any action a Proceeding without prejudiceprejudice or the settlement of a Proceeding without an admission of liability, the Company Indemnitee shall indemnify Indemnitee be indemnified against all expenses actually and reasonably Expenses incurred in connection with therewith to the investigation, defense or appeal of such proceedingfullest extent permitted by applicable corporate law. 7.

Indemnification of Expenses of Successful Party. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any proceeding Proceeding or in defense of any claim, issue issue, or matter therein, including the dismissal of any action without prejudicein such Proceeding, the Company shall indemnify Indemnitee against all expenses actually and reasonably Expenses incurred in connection with such Proceeding or such claim, issue, or matter, as the investigation, defense or appeal of such proceedingcase may be.

Indemnification of Expenses of Successful Party. Notwithstanding any other provision provisions of this Agreement, to the extent that the Indemnitee has been successful on the merits or otherwise in defense of any proceeding or in defense of any claim, issue or matter therein, including the dismissal of any an action without prejudice, the Company Indemnitors shall jointly and severally indemnify the Indemnitee against all expenses actually and reasonably incurred in connection with the investigation, defense or appeal of such proceeding.

Indemnification of Expenses of Successful Party. Notwithstanding any other provision of this the Agreement, to the extent that the Indemnitee has been successful on the merits or otherwise in defense of any proceeding Proceeding or in defense of any claim, issue or matter mat-ter therein, on the merits or otherwise, including the dismissal of any action a Proceeding without prejudiceprenjdice or the settlement of a Proceeding without an admission of liability, the Company Indemnitee shall indemnify Indemnitee be indemnified against all expenses actually and reasonably Expenses incurred in connection with therewith to the investigation, defense or appeal of such proceedingfullest extent permitted by applicable corporate law.

Indemnification of Expenses of Successful Party. Notwithstanding any other provision provisions of this Agreement, to the extent that Indemnitee has been wholly successful on the merits or otherwise otherwise, in defense of any proceeding Proceeding or in defense of any claim, issue or matter therein, including the dismissal of any an action without prejudice, the Company Indemnitee shall indemnify Indemnitee be indemnified against all expenses Expenses actually and reasonably incurred by Indemnitee in connection with the investigation, defense or appeal of such proceedingtherewith.

Indemnification of Expenses of Successful Party. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any proceeding or in defense of any claim, issue or matter therein, including the dismissal of any action without prejudice, the Company shall indemnify Indemnitee against all expenses actually and reasonably incurred in connection with the investigation, defense or appeal of such proceeding. The Company and Indemnitee acknowledge and agree that settlement of claims prior to final adjudication shall be deemed to be success on the merits.

Indemnification of Expenses of Successful Party. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any proceeding Proceeding or in defense of any claim, issue or matter therein, including the dismissal of any action without prejudice, the Company shall indemnify Indemnitee will be indemnified against all expenses actually and reasonably Expenses incurred in connection with the investigation, defense or appeal of such proceedingtherewith.

Indemnification of Expenses of Successful Party. Notwithstanding any other other, provision of this the Agreement, to the extent that the Indemnitee has been successful on the merits or otherwise in defense of any proceeding Proceeding or in defense of any claim, issue or matter therein, on the merits or otherwise, including the dismissal of any action a Proceeding without prejudiceprejudice or the settlei,nent of a Proceeding without an adi-nission of liability, the Company Indemnitee shall indemnify Indemnitee be indemnified against all expenses actually and reasonably Expenses incurred in connection with therewith to the investigation, defense or appeal of such proceedingfullest extent peri-nitted by applicable corporate law.

Indemnification of Expenses of Successful Party. Notwithstanding ------------------------------------------------ any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any proceeding Proceeding or in defense of any claim, issue or matter therein, including the dismissal of any action without prejudice, the Company Indemnitee shall indemnify Indemnitee be indemnified against all expenses actually and reasonably Expenses incurred in connection with the investigation, defense or appeal of such proceedingtherewith.

Indemnification of Expenses of Successful Party. Notwithstanding ----------------------------------------------- and without limiting any other provision provisions of this Agreement, to the extent that the Indemnitee has been successful on the merits or otherwise in defense of any proceeding or in defense of any claim, issue or matter therein, including the dismissal of any action without prejudice, the Company shall indemnify the Indemnitee against all expenses actually and reasonably incurred in connection with the investigation, defense or appeal of such proceeding.

Indemnification of Expenses of Successful Party. Notwithstanding any other provision of this Agreement, to the extent that an Indemnitee has been successful on the merits or otherwise otherwise, in the defense of any proceeding Claim referred to in Section 1(a) hereof or in the defense of any claim, issue or matter therein, including the dismissal of any action without prejudice, the Company such Indemnitee shall indemnify Indemnitee be indemnified against all expenses Expenses actually and reasonably incurred by such Indemnitee in connection with herewith, offset by the investigationamount of cash, defense or appeal of such proceedingif any, received by Indemnitee resulting from his/her success therein.

Indemnification of Expenses of Successful Party. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any proceeding Proceeding or in defense of any claim, issue or matter therein, including the dismissal of any action without prejudice, the Company shall will indemnify Indemnitee against all expenses Expenses and Other Liabilities actually and reasonably incurred in connection with the investigation, defense or appeal of such proceedingProceeding.

Indemnification of Expenses of Successful Party. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is a party to (or a participant in) any proceeding and has been successful on the merits or otherwise in defense of any proceeding or in defense of any claim, issue or matter therein, including the dismissal of any action without prejudice, the Company shall indemnify Indemnitee against all expenses actually and reasonably incurred in connection with the investigation, defense or appeal of such proceeding.

Indemnification of Expenses of Successful Party. Notwithstanding any ----------------------------------------------- other provision of this Agreement, to the extent that the Indemnitee has been successful on the merits or otherwise in defense of any proceeding Proceeding or in defense of any claim, issue or matter therein, including the dismissal of any action without prejudice, the Company Indemnitee shall indemnify Indemnitee be indemnified against any and all expenses actually and reasonably Indemnified Amounts incurred in connection with the investigation, defense or appeal of such proceedingtherewith.

Indemnification of Expenses of Successful Party. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any proceeding Proceeding or in defense of any claim, issue or matter therein, including the dismissal of any action without prejudicein such Proceeding, the Company shall indemnify the Indemnitee against all expenses actually and reasonably Expenses incurred in connection with such Proceeding or such claim, issue or matter, as the investigation, defense or appeal of such proceedingcase may be.

Indemnification of Expenses of Successful Party. Notwithstanding any other provision of this the Agreement, to the extent that the Indemnitee has been successful on the merits or otherwise in defense of any proceeding Proceeding or in defense of any claim, issue or matter thereintlierein, on the inerits or otherwise, including the dismissal of any action a Proceeding without prejudiceprejudice or the settlement of a Proceeding Without an admission of liability, the Company Indemnitee shall indemnify Indemnitee be Indemnified against all expenses actually and reasonably Expenses incurred in connection with therewith to the investigation, defense or appeal of such proceedingfullest extent permitted by applicable corporate law.