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

Indemnification of Expenses of Successful Party. Notwithstanding any other provision of this Amendment, to the extent that the Executive has been successful, on the merits or otherwise, in defense of any Proceeding or in defense of any claim, issue or matter therein, the Executive shall be indemnified against all Expenses incurred by or on behalf of Executive 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 Executive, (ii) an adjudication that the Executive was liable to the Company, (iii) a plea of guilty or nolo contendere by the Executive, (iv) an adjudication that Executive did not act in good faith and in a manner the Executive reasonably believed to be in or not opposed to the best interests of the Company, and (v) with respect to any criminal proceeding, an adjudication that the Executive had reasonable cause to believe his or her conduct was unlawful, the Executive shall be considered for the purposes hereof to have been wholly successful with respect thereto.

Indemnification of Expenses of Successful Party. Notwithstanding any other provision of this AmendmentAgreement, to the extent that the Executive 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 Executive Indemnitee shall be indemnified against all Expenses incurred by or on behalf of Executive 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 without (i) the disposition being adverse to the Executive, (iia) an adjudication that the Executive Indemnitee was liable to the CompanyCorporation, (iiib) a plea of guilty or nolo contendere by the ExecutiveIndemnitee, (ivc) an adjudication that Executive the Indemnitee did not act in good faith and in a manner the Executive Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, Corporation and (vd) with respect to any criminal proceeding, an adjudication that the Executive Indemnitee had reasonable cause to believe his or her conduct was unlawful, the Executive Indemnitee shall be considered for the purposes hereof to have been wholly successful with respect thereto.

Indemnification of Expenses of Successful Party. Notwithstanding any other provision of this AmendmentAgreement, to the extent that the Executive 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 Executive Indemnitee shall be indemnified against all Expenses incurred by or on behalf of Executive 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 Executive, (ii) an adjudication that the Executive Indemnitee was liable to the CompanyCorporation, (iiiii) a plea of guilty or nolo contendere by the ExecutiveIndemnitee, (iviii) an adjudication that Executive the Indemnitee did not act in good faith and in a manner the Executive Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, Corporation and (viv) with respect to any criminal proceeding, an adjudication that the Executive Indemnitee had reasonable cause to believe his or her conduct was unlawful, the Executive Indemnitee shall be considered for the purposes hereof to have been wholly successful with respect thereto.

Indemnification of Expenses of Successful Party. Notwithstanding any other provision of this AmendmentAgreement, to the extent that the Executive has been successful, on the merits or otherwise, in defense of any Proceeding or in defense of any claim, issue or matter therein, the Executive shall be indemnified against all Expenses incurred by him or on his behalf of Executive 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 Executive, (ii) an adjudication that the Executive was liable to the Company, (iii) a plea of guilty or nolo contendere by the Executive, (iv) an adjudication that Executive did not act in good faith and in a manner the Executive he reasonably believed to be in or not opposed to the best interests of the Company, and (v) with respect to any criminal proceeding, an adjudication that the Executive had reasonable cause to believe his or her conduct was unlawful, the Executive shall be considered for the purposes hereof to have been wholly successful with respect thereto.

Indemnification of Expenses of Successful Party. Notwithstanding any other provision of this AmendmentAgreement, to the extent that the Executive 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 Executive Indemnitee shall be indemnified against all Expenses incurred by or on behalf of Executive 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 Executive, (iia) an adjudication that the Executive Indemnitee was liable to the CompanyCorporation, (iiib) a plea of guilty or nolo contendere by the ExecutiveIndemnitee, (ivc) an adjudication that Executive the Indemnitee did not act in good faith and in a manner the Executive Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, Corporation and (vd) with respect to any criminal proceeding, an adjudication that the Executive Indemnitee had reasonable cause to believe his or her conduct was unlawful, the Executive Indemnitee shall be considered for the purposes hereof to have been wholly successful with respect thereto.

Indemnification of Expenses of Successful Party. a. Notwithstanding any other provision provisions of this AmendmentAgreement, to the extent that the Executive 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 Executive dismissal of an action without prejudice, Indemnitee shall be indemnified against all Expenses incurred by or on behalf of Executive in connection therewith. Without limiting the foregoing. b. If any action, if any Proceeding suit or any claim, issue or matter therein proceeding is disposed of, of on the merits or otherwise (including a disposition without prejudice), without (i) the disposition being adverse to the ExecutiveIndemnitee, (ii) an adjudication that the Executive Indemnitee was liable to the CompanyCorporation, (iii) a plea of guilty or nolo contendere by the ExecutiveIndemnitee, (iv) an adjudication that Executive Indemnitee did not act in good faith faith, and in a manner the Executive Indemnitee reasonably believed to be in or not opposed to the best interests of the CompanyCorporation, and (v) with respect to any criminal proceeding, an adjudication that the Executive Indemnitee had reasonable cause to believe his or her Indemnitee’s conduct was unlawful, the Executive then Indemnitee shall be considered for the purposes hereof to have been wholly successful on the merits with respect thereto.