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, Indemnitee shall be indemnified against all Expenses incurred by him or on his behalf in connection therewith. Without limiting the foregoing, if any Proceeding or any claim, issue or matter therein is disposed of, on the merits or otherwise (including a disposition without prejudice), without (i) the disposition being adverse to the Indemnitee, (ii) an adjudication that the Indemnitee was liable to the Corporation, (iii) a plea of guilty or nolo contendere by the Indemnitee, (iv) an adjudication that the Indemnitee did not act in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and (v) with respect to any criminal proceeding, an adjudication that the Indemnitee had reasonable cause to believe his conduct was unlawful, the Indemnitee shall be considered for the purposes hereof to have been wholly successful with respect thereto.

Appears in 7 contracts

Samples: Indemnification Agreement (Sycamore Networks Inc), Indemnification Agreement (Stockeryale Inc), Indemnification Agreement (Cmgi Inc)

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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 the defense of any Proceeding or in defense to which he was a party because of any claimhis Corporate Status, issue or matter therein, the Indemnitee shall be indemnified against all reasonable Expenses incurred by him or on his behalf in connection therewith. Without limiting the foregoing, if any Proceeding or any claim, issue or matter therein is disposed of, on the merits or otherwise (including a disposition without prejudice), without (i) the disposition being adverse to the Indemnitee, (ii) an adjudication that the Indemnitee was liable to the Corporation, (iii) a plea of guilty or nolo contendere by the Indemnitee, (iv) an adjudication that the Indemnitee did not act in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and (v) with respect to any criminal proceeding, an adjudication that the Indemnitee had no reasonable cause to believe his conduct was unlawful, the Indemnitee shall be considered for the purposes hereof to have been wholly successful with respect thereto.

Appears in 5 contracts

Samples: Form of Director Indemnification Agreement (Pegasystems Inc), Director Indemnification Agreement (Pegasystems Inc), Director Indemnification Agreement (Pegasystems Inc)

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 or in defense of any claim, issue or matter therein, the Indemnitee shall be indemnified against all Expenses incurred by him or on his behalf of the Indemnitee in connection therewith. Without limiting the foregoing, if any Proceeding or any claim, issue or matter therein is disposed of, on the merits or otherwise (including a disposition without prejudice), without (i) the disposition being adverse to the Indemnitee, (iia) an adjudication that the Indemnitee was liable to the Corporation, (iiib) a plea of guilty or nolo contendere by the Indemnitee, (ivc) an adjudication that the Indemnitee did not act in good faith and in a manner he the Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation, Corporation and (vd) with respect to any criminal proceeding, an adjudication that the Indemnitee had reasonable cause to believe his or her conduct was unlawful, the Indemnitee shall be considered for the purposes hereof to have been wholly successful with respect thereto.

Appears in 2 contracts

Samples: Indemnification Agreement (Safety Components International Inc), Indemnification Agreement (Safety Components International Inc)

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 or in defense of any claim, issue or matter therein, the Indemnitee shall be indemnified against all Expenses incurred by him or on his behalf of the Indemnitee in connection therewith. Without limiting the foregoing, if any Proceeding or any claim, issue or matter therein is disposed of, on the merits or otherwise (including a disposition without prejudice), without (i) the disposition being adverse to the Indemnitee, (ii) an adjudication that the Indemnitee was liable to the Corporation, (iiiii) a plea of guilty or nolo contendere by the Indemnitee, (iviii) an adjudication that the Indemnitee did not act in good faith and in a manner he the Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation, Corporation and (viv) with respect to any criminal proceeding, an adjudication that the Indemnitee had reasonable cause to believe his or her conduct was unlawful, the Indemnitee shall be considered for the purposes hereof to have been wholly successful with respect thereto. 7.

Appears in 1 contract

Samples: Form of Indemnification Agreement (Arch Wireless Inc)

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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 or in defense of any claim, issue or matter therein, the Indemnitee shall be indemnified against all Expenses incurred by him or on his behalf of the Indemnitee in connection therewith. Without limiting the foregoing, if any Proceeding or any claim, issue or matter therein is disposed of, on the merits or otherwise (including a disposition without prejudice), without (i) the disposition being adverse to the Indemnitee, (ii) an adjudication that the Indemnitee was liable to the Corporation, (iiiii) a plea of guilty or nolo contendere by the Indemnitee, (iviii) an adjudication that the Indemnitee did not act in good faith and in a manner he the Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation, Corporation and (viv) with respect to any criminal proceeding, an adjudication that the Indemnitee had reasonable cause to believe his or her conduct was unlawful, the Indemnitee shall be considered for the purposes hereof to have been wholly successful with respect thereto.

Appears in 1 contract

Samples: Indemnification Agreement (Safety Components International Inc)

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 or in defense of any claim, issue or matter therein, the Indemnitee shall be indemnified against all Expenses incurred by him or on his behalf of the Indemnitee in connection therewithwith such Proceeding. Without limiting the foregoing, if any Proceeding or any claim, issue or matter therein is disposed of, on the merits or otherwise (including a disposition without prejudice), without (i) the disposition being adverse to the Indemnitee, (iia) an adjudication that the Indemnitee was liable to the a Corporation, (iiib) a plea of guilty or nolo contendere by the Indemnitee, (ivc) an adjudication that the Indemnitee did not act in good faith and in a manner he the Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation, a Corporation and (vd) with respect to any criminal proceeding, an adjudication that the Indemnitee had reasonable cause to believe his or her conduct was unlawful, the Indemnitee shall be considered for the purposes hereof to have been wholly successful with respect thereto.

Appears in 1 contract

Samples: Indemnification Agreement (International Textile Group Inc)

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