Common use of Mandatory Payment of Expenses Clause in Contracts

Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement other than Section 10 hereof, to the extent that Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in defense of any Claim, Indemnitee shall be indemnified against all Expenses incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement other than Section 10 9 hereof, to the extent that Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in defense of any Claimaction, suit, proceeding, inquiry or investigation referred to in Section (1)(a) hereof or in the defense of any claim, issue or matter therein, Indemnitee shall be indemnified against all Expenses incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement other than Section 10 hereofAgreement, to the extent that Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in the defense of any Claimaction, suit, proceeding, inquiry or investigation referred to in Section 1(a) hereof or in the defense of any claim, issue or matter therein, Indemnitee shall be indemnified against all Expenses incurred by Indemnitee in connection therewithherewith.

Mandatory Payment of Expenses. Notwithstanding any other ----------------------------- provision of this Agreement other than Section 10 hereof, to the extent that Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in defense of any Claim, Indemnitee shall be indemnified against all Expenses incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement other than Section 10 hereofAgreement, to the extent that Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in the defense of any Claimaction, suit, proceeding, inquiry or investigation referred to in Section 3(a) hereof or in the defense of any claim, issue or matter therein, Indemnitee shall be indemnified against all Expenses incurred by Indemnitee in connection therewithherewith.

Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement other than Section 10 7 hereof, to the extent that Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action a Claim without prejudice, in defense of any Claim referred to in Section (1)(a) hereof or in the defense of any Claim, issue or matter therein, Indemnitee shall be indemnified against all Expenses incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement other than Section 10 8 hereof, to the extent that Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in defense of any Claimaction, suit, proceeding, inquiry or investigation referred to in Section (1)(a) hereof or in the defense of any claim, issue or matter therein, Indemnitee shall be indemnified against all Expenses incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement other than Section 10 hereofAgreement, to the extent that Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in the defense of any Claimaction, suit, proceeding, inquiry or investigation referred to in Section 1(a) hereof or in the defense of any claim, issue or matter therein, each Indemnitee shall be indemnified against all Expenses incurred by such Indemnitee in connection therewithherewith.

Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement other than Section 10 9 hereof, to the extent that Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in defense of any ClaimClaim regarding any Indemnifiable Event, Indemnitee shall be indemnified against all Expenses incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement other than Section 10 hereof, to the extent that Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in defense of any Claim, Indemnitee shall be indemnified indemnified, exonerated and held harmless against all Expenses incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement other than Section 10 9 hereof, to the extent that Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in defense of any Claimaction, suit, proceeding, inquiry or investigation referred to in Section 1(a) hereof or in the defense of any claim, issue or matter therein, Indemnitee shall be indemnified against all Expenses incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. Notwithstanding any other ----------------------------- provision of this Agreement other than Section 10 9 hereof, to the extent that Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in defense of any Claimaction, suit, proceeding, inquiry or investigation referred to in Section (1)(a) hereof or in the defense of any claim, issue or matter therein, Indemnitee shall be indemnified against all Expenses incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement other than Section 10 hereof, to the extent that Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in defense of any Claim, Company shall indemnify Indemnitee shall be indemnified against all Expenses incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement other than Section 10 hereofAgreement, to the extent that Indemnitee has the Indemnitees have been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in the defense of any Claimaction, suit, proceeding, inquiry or investigation referred to in Section 1(a) hereof or in the defense of any claim, issue or matter therein, each Indemnitee shall be indemnified against all Expenses incurred by such Indemnitee in connection therewithherewith.

Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement other than Section 10 hereofAgreement, to the extent that an Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in the defense of any Claimaction, suit, proceeding, inquiry or investigation referred to in Section 1(a) hereof or in the defense of any claim, issue or matter therein, the Indemnitee shall be indemnified against all Expenses incurred by the Indemnitee in connection therewithherewith.

Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement other than Section 10 hereofAgreement, to the extent that the Indemnitee has been successful on the merits or otherwise, including, without limitation, in the dismissal of an action without prejudice, in defense of any ClaimClaim referred to in Section 1(a) hereof or in the defense of any claim, issue or matter therein, the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee in connection therewithherewith.

Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement to the contrary (other than Section 10 hereof9), to the extent that Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in defense of any Claimaction, suit, proceeding, inquiry or investigation referred to in Section (1)(a) or in the defense of any claim, issue or matter therein, Indemnitee shall be indemnified against all Expenses incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement other than Section 10 hereofAgreement, to the extent that Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in defense of connection with any Claim, Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement other than Section 10 hereofAgreement, to the extent that Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in defense of any ClaimProceeding or in the defense of any claim, issue or matter therein, Indemnitee shall be indemnified against all Expenses incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement other than Section 10 11 hereof, to the extent that Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in defense of any ClaimClaim regarding any Indemnifiable Event, Indemnitee shall be indemnified against all Expenses incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement other than Section 10 11 hereof, to the extent that Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in defense of any Claim, Indemnitee shall be indemnified against all Expenses incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement other than Section 10 hereof, to the extent that Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in defense of any ClaimClaim regarding any Indemnifiable Event, Indemnitee shall be indemnified against all Expenses incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement other than Section 10 hereofAgreement, to the extent that Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in the defense of any Claimaction, suit, proceeding, inquiry or investigation referred to in Section 2(a) hereof or in the defense of any claim, issue or matter therein, Indemnitee shall be indemnified against all Expenses incurred by Indemnitee in connection therewithherewith.

Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement other than Section 10 hereof10, to the extent that Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in defense of any ClaimClaim regarding any Indemnifiable Event, Indemnitee shall be indemnified against all Expenses incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. Notwithstanding any other provision ----------------------------- of this Agreement other than Section 10 hereof, to the extent that Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in defense of any Claim, Indemnitee shall be indemnified against all Expenses incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement other than Section 10 hereof, to the extent that Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in defense of any Claim, Indemnitee shall be indemnified against all Expenses incurred by Indemnitee in connection therewith. Expense Advances.

Mandatory Payment of Expenses. Notwithstanding any other ----------------------------- provision of this Agreement other than Section 10 9 hereof, to the extent that Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in defense of any Claimaction, suit, proceeding, inquiry or investigation referred to in Section 1(a) hereof or in the defense of any claim, issue or matter therein, Indemnitee shall be indemnified against all Expenses incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. Notwithstanding any other ----------------------------- provision of this Agreement other than Section 10 hereof, to the extent that Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in defense of any ClaimClaim regarding any Indemnifiable Event, Indemnitee shall be indemnified against all Expenses incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement other than Section 10 hereofAgreement, to the extent that an Indemnitee has been successful on the merits or otherwise, including, without limitation, in the dismissal of an action without prejudice, in defense of any ClaimClaim referred to in Section 1(a) hereof or in the defense of any claim, issue or matter therein, such Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by such Indemnitee in connection therewithherewith.

Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement other than Section 10 hereof10, to the extent that Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in defense of any Claim, Indemnitee shall be indemnified against all Expenses incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement other than Section 10 9 hereof, to the extent that Indemnitee has been successful on the merits or otherwiseotherwise in defense of any Claim relating in whole or in part to an Indemnifiable Event, or in defense of any issue or matter therein, including, without limitation, the dismissal of an action without prejudice, in defense of any Claim, Indemnitee shall be indemnified against all Expenses incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement other than Section 10 hereofAgreement, to the extent that the Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in the defense of any Claimaction, suit, proceeding, inquiry or investigation referred to in Section 1(a) hereof or in the defense of any claim, issue or matter therein, the Indemnitee shall be indemnified against all Expenses incurred by the Indemnitee in connection therewithherewith.

Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement other than Section 10 9 hereof, to the extent that Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in defense of any Claimaction, suit, proceeding, inquiry or investigation referred to in Section l(a) hereof or in the defense of any claim, issue or matter therein, Indemnitee shall be indemnified against all Expenses incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement other than Section 10 7 hereof, to the extent that Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in defense of any Claimaction, suit, proceeding, inquiry or investigation referred to in Section (1)(a) hereof or in the defense of any claim, issue or matter therein, Indemnitee shall be indemnified against all Expenses incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement other than Section 10 9 hereof, to the extent that Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in defense of any Claimaction, suit, proceeding, inquiry or investigation referred to in Section (1) (a) hereof or in the defense of any claim, issue or matter therein, Indemnitee shall be indemnified against all Expenses incurred by the Indemnitee in connection therewith.

Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement other than Section 10 hereofAgreement, to the extent that an Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in the defense of any Claimaction, suit, proceeding, inquiry or investigation referred to in Section (l)(a) hereof or in the defense of any claim, issue or matter therein, such Indemnitee shall be indemnified against all Expenses incurred by such Indemnitee in connection therewith.

Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement other than Section 10 hereofto the contrary, to the extent that Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in defense of any ClaimProceeding or in the defense of any claim, issue or matter therein, Indemnitee shall be indemnified against all Expenses incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement other than Section 10 hereofAgreement, to the extent that Indemnitee has been successful on the merits or otherwiseotherwise in the defense of any proceeding referred to in Section 1, includingor in the defense of any claim, issue or matter therein, including without limitation, the dismissal of an action without prejudice, in defense of any Claim, Indemnitee shall be indemnified against all Expenses expenses actually and reasonably incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement other than Section 10 hereof, to the extent that an Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in defense of any Claim, such Indemnitee shall be indemnified against all Expenses incurred by such Indemnitee in connection therewith.

Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement other than Section 10 hereofAgreement, to the extent that Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in the defense of any Claimaction, suit, proceeding, inquiry or investigation referred to in Section 2 or in the defense of any claim, issue or matter therein, Indemnitee shall be indemnified against all Expenses incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement other than Section 10 hereofAgreement, to the extent that Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in the defense of any ClaimProceeding or in the defense of any claim, issue or matter therein, Indemnitee shall be indemnified against all Expenses incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement other than Section 10 hereofAgreement, to the extent that an Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudiceprejudice or the settlement of an action without an admission of liability, in the defense of any ClaimClaim referred to in Section 1(a) hereof or in the defense of any claim, issue or matter therein, such Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by such Indemnitee in connection therewithherewith.

Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement other than Section 10 8 hereof, to the extent that an Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in the defense of any Claimaction, suit, proceeding, inquiry or investigation referred to in Section (1)(a) hereof or in the defense of any claim, issue or matter therein, such Indemnitee shall be indemnified against all Expenses incurred by such Indemnitee in connection therewith.

Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement other than Section 10 hereofAgreement, to the extent that Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in defense of any Proceeding, or in the defense of any Claim, issue or matter therein, Indemnitee shall be indemnified against all Expenses incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement other than Section 10 hereof, to the extent that the Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in defense of any Claim, the Indemnitee shall be indemnified indemnified, exonerated and held harmless against all Expenses incurred by the Indemnitee in connection therewith.

Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement other than Section 10 hereofAgreement, to the extent that Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in defense of any ClaimClaim regarding any Indemnifiable Event, Indemnitee shall be indemnified against all Expenses incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement other than Section 10 hereofAgreement, to the extent that Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an any action without prejudice, in defense of any ClaimClaim regarding any Indemnifiable Event, Indemnitee shall be indemnified against all Expenses incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement other than Section 10 9 hereof, to the extent that Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in the defense of any Claimaction, suit, proceeding, inquiry or investigation referred to in Section (1)(a) hereof or in the defense of any claim, issue or matter therein, Indemnitee shall be indemnified against all Expenses incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement other than Section 10 hereofAgreement, to the extent that the Indemnitee has been successful on the merits or otherwise, including, without limitation, in the dismissal of an action without prejudice, in defense of any ClaimClaim referred to in Section 1.01 hereof or in the defense of any claim, issue or matter therein, the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee in connection therewithherewith.

Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement other than Section 10 9 hereof, to the extent that Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in defense of any ClaimClaim referred to in Section (1)(a) hereof or in the defense of any claim, issue or matter therein, Indemnitee shall be indemnified against all Expenses incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement other than Section 10 9 hereof, to the extent that Indemnitee has been successful prevailed on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in defense of any Claimaction, suit, proceeding, inquiry or investigation referred to in Section (1) (a) hereof or in the defense of any claim, issue or matter therein, Indemnitee shall be indemnified against all Expenses incurred by the Indemnitee in connection therewith.

Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement other than Section 10 hereofSections 4(d) and 9, to the extent that Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in defense of any ClaimClaim (as to which all rights of appeal therefrom have been exhausted or lapsed), Indemnitee shall be indemnified against all Expenses incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement other than Section 10 hereofAgreement, to the extent that an Indemnitee has been successful on the merits or otherwise, including, without limitation, in the dismissal of an action without prejudice, in defense of any ClaimClaim referred to in Section 1(a) hereof or in the defense of any claim, issue or matter therein, such Indemnitee shall be indemnified against all Expenses incurred by the Indemnitee in connection therewithherewith.

Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement Agreement, other than Section 10 hereof, to the extent that Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in defense of any Claim, Indemnitee shall be indemnified against all Expenses incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement other than Section 10 hereofAgreement, to the extent that Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, otherwise in defense of any Claimaction or proceeding referred to in Subsections (a) and (b) of this Section 2, or in defense of any claim, issue or matter therein, Indemnitee shall be indemnified against all Expenses incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement other than Section 10 hereofSections 4(e) and 9, to the extent that Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in defense of any ClaimClaim (as to which all rights of appeal therefrom have been exhausted or lapsed), Indemnitee shall be indemnified against all Expenses incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement other than Section 10 9 hereof, to the extent that Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in defense of any Claimaction, suit, proceeding, inquiry or investigation referred to in Section (1)(a) hereof or in the defense of any claim, issue or matter therein, in whole or in part, Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement other than Section 10 8 hereof, to the extent that Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action a Claim without prejudice, in defense of any Claim referred to in Section (1)(a) hereof or in the defense of any Claim, issue or matter therein, Indemnitee shall be indemnified against all Expenses incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement other than Section 10 11 hereof, to the extent that Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, prejudice in defense of any ClaimClaim or settlement contemplated under Section 6 of this Agreement regarding any Indemnifiable Event, Indemnitee shall be indemnified against all Expenses incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. Notwithstanding any other provision of ----------------------------- this Agreement other than Section 10 hereof, to the extent that Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in defense of any Claim, Indemnitee shall be indemnified against all Expenses incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement other than Section 10 11 hereof, to the extent that Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action a Claim without prejudice, in defense of any ClaimClaim regarding any Indemnifiable Event, Indemnitee shall be indemnified against all Expenses and Other Liabilities incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement Agreement, other than Section 10 hereof, to the extent that Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in defense of any Claimaction, suit, proceeding, inquiry or investigation referred to in Section (2)(a) hereof or in the defense of any claim, issue or matter therein, Indemnitee shall be indemnified against all Expenses incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement other than Section 10 hereof, to the extent that Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an any action without prejudice, in defense of any Claim, Indemnitee shall be indemnified against all Expenses incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement other than Section 10 9 hereof, to the extent that Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in defense of any Claim, Indemnitee shall be indemnified against all Expenses incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement other than Section 10 hereof, to the extent that Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in defense of any Claim, Indemnitee shall be indemnified by the Companies, jointly and severally, against all Expenses incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement other than Section 10 11 hereof, to the extent that Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in defense of any Claimclaim regarding any Indemnifiable Event, Indemnitee shall be indemnified against all Expenses incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement other than Section 10 8 hereof, to the extent that Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in defense of any Claim, issue or matter therein, Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement other than Section 10 12 hereof, to the extent that Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in defense of any ClaimClaim regarding any Indemnifiable Event, Indemnitee shall be indemnified against all Expenses incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. Notwithstanding any other provision prevision of this Agreement other than Section 10 8 hereof, to the extent that Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in defense of any Claimaction, suit, proceeding, inquiry or investigation referred to in Section 1.1 hereof or in the defense of any claim, issue or matter therein, Indemnitee shall be indemnified against all financial obligations and Expenses incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement other than Section SECTION 10 hereof, to the extent that Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in defense of any ClaimClaim regarding any Indemnifiable Event, Indemnitee shall be indemnified against all Expenses incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement other than Section 10 hereofAgreement, to the extent that Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in the defense of any ClaimClaim referred to in Section 1(a) hereof or in the defense of any claim, issue or matter therein, Indemnitee shall be indemnified against all Expenses incurred by Indemnitee in connection therewithherewith.

Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement other than Section 10 hereof9, to the extent that Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in defense of any Claimaction, suit, proceeding, inquiry or investigation referred to in Section (1)(a) or in the defense of any claim, issue or matter therein, Indemnitee shall be indemnified against all Expenses incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement other than Section 10 hereof, to the extent that Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in defense of any ClaimClaim arising out of a Covered Event, Indemnitee shall be indemnified against all Expenses incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement other than Section 10 9 hereof, to the extent that the Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in defense of any Claim, the Indemnitee shall be indemnified indemnified, exonerated and held harmless against all Expenses incurred by the Indemnitee in connection therewith.

Mandatory Payment of Expenses. Notwithstanding any other provision ----------------------------- of this Agreement other than Section 10 hereof, to the extent that Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in defense of any ClaimClaim regarding any Indemnifiable Event, Indemnitee shall be indemnified against all Expenses incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement other than Section 10 9 hereof, to the extent that Indemnitee has have been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, prejudice in the defense of any Claimaction, suit, proceeding, inquiry or investigation referred to in Section (1)(a) hereof or in the defense of any claim, issue or matter therein, Indemnitee shall be indemnified against all Expenses incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement other than Section 10 9 hereof, to the extent that an Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in defense of any ClaimClaim referred to in Section 1(a) hereof or in the defense of any claim, issue or matter therein, such Indemnitee shall be indemnified against all Expenses incurred by the Indemnitee in connection therewith.

Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement other than Section 10 9 hereof, to the extent that an Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in the defense of any Claimaction, suit, proceeding, inquiry or investigation referred to in Section (1)(a) hereof or in the defense of any claim, issue or matter therein, such Indemnitee shall be indemnified against all Expenses incurred by such Indemnitee in connection therewith.

Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement other than Section 10 6 and 11 hereof, to the extent that Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in defense of any Claim, Indemnitee shall be indemnified against all Expenses incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement other than Section 10 9 hereof, to the extent that Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in defense of any Claimaction, suit, proceeding, inquiry or investigation referred to in Section (l)(a) hereof or in the defense of any claim, issue or matter therein, Indemnitee shall be indemnified against all Expenses incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement other than Section 10 hereofbelow, to the extent that the Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in defense of any Claim, the Indemnitee shall be indemnified against all Expenses incurred by the Indemnitee in connection therewith.

Mandatory Payment of Expenses. Notwithstanding any other provision provisions of this Agreement other than Section 10 hereof, to the extent that Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in defense of any Claimclaim regarding any Indemnifiable Event, Indemnitee shall be indemnified against all Expenses incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement other than Section 10 9 hereof, to the extent that an Indemnitee has been successful on the merits or otherwise, including, without limitation, in the dismissal of an action without prejudice, in defense of any ClaimClaim referred to in Section l(a) hereof or in the defense of any claim, issue or matter therein, such Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by such Indemnitee in connection therewithherewith.

Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement other than Section 10 hereof, to the extent that Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in defense of any Claim, Indemnitee shall be indemnified against all Expenses incurred by Indemnitee Indemnitee, or on its behalf, in connection therewith.

Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement other than Section 10 hereof, to the extent that Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in defense of any Claimaction, suit, proceeding, inquiry or investigation referred to in Section (1)(a) hereof or in the defense of any claim, issue or matter therein, Indemnitee shall be indemnified against all Expenses incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement other than Section 10 hereof, to the extent that Indemnitee has been wholly or partly successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in defense of any Claim, Indemnitee shall be indemnified against all Expenses incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement other than Section 10 9 hereof, to the extent that Indemnitee has been successful on the merits of any cause of action or otherwise, including, without limitation, the by dismissal of an action with or without prejudice, or by settlement, judgment, order or otherwise, in defense of any ClaimClaim referred to in Section l(a) hereof or in the defense of any claim, issue or matter therein, Indemnitee shall be indemnified against all Expenses incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement other than Section 10 9 hereof, to the extent that Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in the defense of any Claimaction, suit, proceeding, inquiry or investigation referred to in Section (1)(a) hereof or in the defense of any claim, issue or matter therein, such Indemnitee shall be indemnified against all Expenses incurred by such Indemnitee in connection therewith.

Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement other than Section 10 hereof, to the extent that Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in defense of any Claim, Indemnitee shall be indemnified against all Expenses incurred by Indemnitee in connection therewith. 3.

Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement other than Section 10 hereofAgreement, to the extent that Indemnitee has not breached this Agreement and has been successful on the merits or otherwise, including, without limitation, otherwise in the dismissal of an action without prejudice, in defense of any Claim, or any issue or matter therein (as to which all rights of appeal therefrom have been exhausted or lapsed), Indemnitee shall be indemnified against all Expenses incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement other than Section 10 hereofAgreement, to the extent that any Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in the defense of any Claim, such Indemnitee shall be indemnified against all Expenses incurred by such Indemnitee in connection therewithherewith.

Mandatory Payment of Expenses. Notwithstanding any other ----------------------------- provision of this Agreement other than Section 10 9 hereof, to the extent that Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in defense of any ClaimClaim regarding any Indemnifiable Event, Indemnitee shall be indemnified against all Expenses incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement other than except Section 10 hereof9, to the extent that Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action a Proceeding without prejudice, in the defense of any ClaimProceeding or in the defense of any claim, issue, or matter arising in any Proceeding, the Company shall indemnify Indemnitee shall be indemnified against all Expenses incurred by Indemnitee in connection therewithwith such Proceeding.

Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement other than Section 10 hereofAgreement, to the extent that the Indemnitee has been successful on the merits or otherwise, includingin the defense of any Claim referred to in Section 1(a) hereof or in the defense of any claim, without limitationissue or matter therein, including the dismissal of an any action without prejudice, in defense of any Claim, the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by such Indemnitee in connection therewithherewith.

Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement other than Section 10 9 hereof, to the extent that Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in defense of any Claimaction, suit (derivative or otherwise), proceeding, inquiry or investigation referred to in Section (l)(a) hereof or in the defense of any claim, issue or matter therein, Indemnitee shall be indemnified against all Expenses incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement other than Section 10 hereof, to the extent that Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in defense of any Claim, Indemnitee shall be indemnified against all Expenses incurred by Indemnitee in connection therewith.. 3 4 3. Expense Advances. (a)

Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement other than Section 10 9 hereof, to the extent that Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in the defense of any Claimaction, suit, proceeding, inquiry or investigation referred to in Section 1(a) hereof or in the defense of any claim, issue or matter therein, such Indemnitee shall be indemnified against all Expenses incurred by such Indemnitee in connection therewith.

Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement other than Section 10 9 hereof, to the extent that Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in defense of any Claimaction, suit, proceeding, inquiry, or investigation referred to in Section 1(a) hereof or in the defense of any claim, issue, or matter therein, Indemnitee shall be indemnified against all Expenses incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement other than Section 10 hereof, to the extent that Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in defense of any Claim, Indemnitee shall be indemnified by the Company, against all Expenses incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement other than Section 10 Sections 4 and 8 hereof, to the extent that Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action a Claim without prejudice, in defense of any ClaimClaim regarding any Indemnifiable Event, the Company shall indemnify Indemnitee shall be indemnified against all Expenses incurred by Indemnitee in connection therewiththerewith to the extent permitted by law.