Common use of Mandatory Payment of Expenses Clause in Contracts

Mandatory Payment of Expenses. To the extent that Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1(a) or Section 1(b) or the defense of any claim, issue or matter therein, Indemnitee shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. To the extent that Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1(a) or Section 1(b) or the defense of any claim, issue or matter therein, Indemnitee shall be indemnified against expenses (including attorneys’ ' fees) actually and reasonably incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. To the extent that Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Subsections (a) and (b) of this Section 1(a) 1, or Section 1(b) or the in defense of any claim, issue or matter therein, Indemnitee shall be indemnified against expenses (including attorneys’ ' fees) actually and reasonably incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. To the extent that Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Subsections (a) and (b) of this Section 1(a) 1, or Section 1(b) or the in defense of any claim, issue or matter therein, Indemnitee shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. To the extent that Indemnitee has ----------------------------- been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1(a) or Section 1(b) or the defense of any claim, issue or matter therein, Indemnitee shall be indemnified against expenses (including attorneys’ ' fees) actually and reasonably incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. To the extent that Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Subsections (a) and (b) of this Section 1(a) or Section 1(b) 1 or the defense of any claim, issue or matter therein, Indemnitee shall be indemnified against expenses (including attorneys’ ' fees) actually and reasonably incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. To the extent that Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1(a) 1.01 or Section 1(b) 1.02 or the defense of any claim, issue or matter therein, Indemnitee shall be indemnified against expenses (including attorneys’ ' fees) actually and reasonably incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. To the extent that Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section Sections 1(a) or Section 1(b(b) hereof, or the in defense of any claim, issue or matter therein, Indemnitee shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. To the extent that Indemnitee has been successful on the merits or otherwise (including, without limitation, a dismissal without prejudice) in defense of any action, suit or proceeding Proceeding referred to in Subsections (a) and (b) of this Section 1(a) 2 or Section 1(b) or the in defense of any claim, issue issue, or matter therein, Indemnitee shall be indemnified against expenses (including attorneys’ fees) Expenses actually and reasonably incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. To the extent that Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1(a) 2.1 or Section 1(b) 2.2 or the defense of any claim, issue or matter therein, Indemnitee shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. To the extent that Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding Action referred to in Section 1(a) 3.1 or Section 1(b) 3.2 or the defense of any claim, issue or matter therein, Indemnitee shall be indemnified against expenses (including attorneys’ fees) Expenses actually and reasonably incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. To the extent that Indemnitee has ----------------------------- been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1(a) 2.1 or Section 1(b) 2.2 or the defense of any claim, issue or matter therein, Indemnitee shall be indemnified against expenses (including attorneys’ ' fees) actually and reasonably incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. To the extent that Indemnitee has served as a witness on behalf of the Company or has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of this Section 1(a) 1, or Section 1(b) or the in defense of any claim, issue or matter therein, Indemnitee shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. To the extent that Indemnitee has been successful on the merits or otherwise in defense of any action, suit suit, or proceeding referred to in Section Sections 1(a) or Section 1(band (b) or the defense of any claim, issue issue, or matter therein, Indemnitee shall be indemnified against expenses (including attorneys’ ' fees) actually and reasonably incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. To the extent that Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding Proceeding referred to in Section 1(a) or Section 1(b) or the defense of any claim, issue or matter therein, Indemnitee shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. To the extent that Indemnitee has been successful on the merits or otherwise in defense of any action, suit suit, or proceeding referred to in Section 1(a) or Section 1(b) Sections 1.1 and 1.2 or the defense of any claim, issue issue, or matter thereinin Section 1.1 or 1.2, Indemnitee shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by Indemnitee in connection therewithwith such defense.

Mandatory Payment of Expenses. To the extent that Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1(a) 2.1 or Section 1(b) 2.2 or the defense of any claim, issue or matter therein, Indemnitee shall be indemnified against expenses (including attorneys’ ' fees) actually and reasonably incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. To the extent that Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1(a) or Section 1(b) or the in defense of any claim, issue or matter therein, Indemnitee shall be indemnified against expenses (including attorneys’ ' fees) actually and reasonably incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. To the extent that Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1(a) or Section 1(b) or the defense of any claim, issue or matter therein, Indemnitee shall be indemnified against expenses (including reasonable attorneys’ feesfees and disbursements) actually and reasonably incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. To the extent that the Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Subsections (a) and (b) of this Section 1(a) 1 or Section 1(b) or the in defense of any claim, issue or matter therein, the Indemnitee shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by the Indemnitee in connection therewith.

Mandatory Payment of Expenses. To the extent that Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1(a) or Section 1(b) or the defense of any claim, issue or matter therein, Indemnitee shall be indemnified against expenses (including attorneys’ fees) Expenses actually and reasonably incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. To Notwithstanding the other provisions of this Section 2, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1(a2(a) or Section 1(b2(b) or the defense of any claim, issue or matter therein, Indemnitee shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. To the extent that Indemnitee has ----------------------------- been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Subsections (a) and (b) of this Section 1(a) or Section 1(b) 1 or the defense of any claim, issue or matter therein, Indemnitee shall be indemnified against expenses (including attorneys’ ' fees) actually and reasonably incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. To the extent that the Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1(a) ), or Section 1(b) or the in defense of any claim, issue or matter therein, the Indemnitee shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by the Indemnitee in connection therewith.

Mandatory Payment of Expenses. To the extent that Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1(aSubsections (a), (b) or (c) of this Section 1(b) 2 or the defense of any claim, issue or matter therein, Indemnitee shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. To the extent that Indemnitee has been successful on the merits or otherwise merits, in defense of any action, suit suit, or proceeding referred to in Section 1(a) 3 hereof or Section 1(b) or the in defense of any claim, issue or matter therein, Indemnitee shall be indemnified against expenses (including attorneys’ fees) actually and reasonably all Expenses incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. To the extent that Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Subsection (a) of this Section 1(a) or Section 1(b) 1 or the defense of any claim, issue or matter therein, Indemnitee shall be indemnified against expenses (including attorneys’ ' fees) actually and reasonably incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. To the extent that Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Subsections (a) and (b) of this Section 1(a) or Section 1(b) 1 or the defense of any claim, issue or matter therein, Indemnitee shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. To the extent that Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding Claim referred to in Subsections (a) and (b) of the Section 1(a) or Section 1(b) 1 or the defense of any claim, issue or matter Claim therein, Indemnitee shall be indemnified against expenses (including attorneys’ fees) Expenses actually and reasonably incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. To the extent that Indemnitee has ----------------------------- been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Subsections (a) and (b) of this Section 1(a) 1, or Section 1(b) or the in defense of any claim, issue or matter therein, Indemnitee shall be indemnified against expenses (including attorneys’ ' fees) actually and reasonably incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. To the extent that Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1(aParagraphs (a) or Section 1(band (b) of this Paragraph 1 or the defense of any claim, issue or matter therein, Indemnitee shall be indemnified against expenses (including attorneys’ attorneys fees) actually and reasonably incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. To the extent that Indemnitee has been successful on the merits or otherwise in defense of any action, suit suit, or proceeding referred to in Section Sections 1(a) or Section 1(band (b) or the defense of any claim, issue issue, or matter therein, Indemnitee shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. To the extent that Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding Action referred to in Section 1(asubsection (a) or (b) of this Section 1(b) 1 or the defense of any claim, issue or matter therein, Indemnitee shall be indemnified against expenses (including attorneys’ ' fees) actually and reasonably incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. To the extent that Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1(a) 1.1 or Section 1(b) 1.2 or the defense of any claim, issue or matter therein, Indemnitee shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. To the extent that Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1(a) or Section 1(b) or the in defense of any claim, issue or matter therein, Indemnitee shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. To the extent that Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1(a) or Section 1(bl(b) or the defense of any claim, issue or matter therein, Indemnitee shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. To the extent that Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Subsections (a) and (b) of this Section 1(a) 2, or Section 1(b) or the in defense of any claim, issue or matter therein, Indemnitee shall be indemnified against expenses (including attorneys’ ' fees) actually and reasonably incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. To the extent that Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of this Section 1(a) 1, or Section 1(b) or the in defense of any claim, issue or matter therein, Indemnitee shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. To the extent that Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Subsections (a) and (b) of this Section 1(a) 1 or Section 1(b) or the in defense of any claim, issue or matter therein, Indemnitee shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. To the extent that Indemnitee ----------------------------- has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1(a) or Section 1(b) or the defense of any claim, issue or matter therein, Indemnitee shall be indemnified against expenses (including attorneys’ ' fees) actually and reasonably incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. To the extent that Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding Proceeding referred to in Section 1(a2(a) or Section 1(b2(b) or the defense of any claim, issue or matter therein, Indemnitee shall be indemnified against expenses (including attorneys’ fees) Expenses actually and reasonably incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. To the extent that an Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Subsections (a) and (b) of this Section 1(a) 1, or Section 1(b) or the in defense of any claim, issue or matter therein, such Indemnitee shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnitee in connection therewith.

Mandatory Payment of Expenses. To the extent that Indemnitee has been successful on the merits or otherwise merits, in defense of any action, suit action or proceeding referred to in Section 1(a) 1 of this Agreement or Section 1(b) or the in defense of any claim, issue or matter therein, Indemnitee shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. To the extent that Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1(al(a) or Section 1(bl(b) or the defense of any claim, issue or matter therein, Indemnitee shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. To the extent that the Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1(a) ), or Section 1(b) or the in defense of any claim, issue or matter therein, the Indemnitee shall be indemnified against expenses (including attorneys’ ' fees) actually and reasonably incurred by the Indemnitee in connection therewith.

Mandatory Payment of Expenses. To the extent that Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1(a) or Section 1(b) or the defense of any claim, issue or matter therein, Indemnitee shall be indemnified against expenses (including reasonable attorneys’ fees' fees and disbursements) actually and reasonably incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. To the extent that Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1(a) Sections 1.1 or Section 1(b) 1.2 or the defense of any claim, issue or matter thereinin Section 1.1 or 1.2, Indemnitee shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by Indemnitee in connection therewithwith such defense.

Mandatory Payment of Expenses. To the extent that Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1(a) 1 or Section 1(b) or the in defense of any claim, issue or matter therein, Indemnitee shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. To the extent that Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding Proceeding referred to in Subsections (a) and (b) of this Section 1(a) 1 or Section 1(b) or the in defense of any claim, issue or matter thereintherein (including any Proceeding by the Company to recover advanced expenses), Indemnitee shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnitee in connection therewiththerewith to the fullest extent permitted by Delaware law.

Mandatory Payment of Expenses. To the extent that Indemnitee has been successful on the merits or otherwise (including, without limitation, a dismissal with prejudice) in defense of any action, suit or proceeding referred to in Subsections (a) and (b) of this Section 1(a) 1, or Section 1(b) or the in defense of any claim, issue or matter therein, Indemnitee shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. To the extent that the Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Subsections (a) and (b) of this Section 1(a) 1 or Section 1(b) or the in defense of any claim, issue or matter therein, the Indemnitee shall be indemnified against expenses (including attorneys’ ' fees) actually and reasonably incurred by the Indemnitee in connection therewith.

Mandatory Payment of Expenses. To the extent that ----------------------------- Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1(a) or Section 1(b) or the defense of any claim, issue or matter therein, Indemnitee shall be indemnified against expenses (including attorneys’ ' fees) actually and reasonably incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. To the extent that Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1(a) or Section 1(b) or the defense of any claim, issue or matter therein, Indemnitee shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. To the extent that the Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Subsections (a) and (b) of this Section 1(a) 1, or Section 1(b) or the in defense of any claim, issue or matter therein, Indemnitee shall be indemnified against expenses (including attorneys’ ' fees) actually and reasonably incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. To the extent that Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of this Section 1(a) or Section 1(b) 1 or the defense of any claim, issue or matter therein, Indemnitee shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. To the extent that Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding Proceeding referred to in Subsections (a) and (b) of this Section 1(a) 1 or Section 1(b) or the in defense of any claim, issue or matter thereintherein (including any Proceeding by the Company to recover advanced expenses), Indemnitee shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnitee in connection therewith.

Mandatory Payment of Expenses. To the extent that ----------------------------- Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Subsections (a) and (b) of this Section 1(a) or Section 1(b) 1 or the defense of any claim, issue or matter therein, Indemnitee shall be indemnified against expenses (including attorneys’ ' fees) actually and reasonably incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. To the extent that any Indemnitee has been successful on the merits or otherwise in defense of any action, suit suit, or other proceeding referred to in Section 1(a) 3 hereof or Section 1(b) or the in defense of any claim, issue or matter therein, such Indemnitee shall be indemnified against expenses (including attorneys’ fees) actually and reasonably all Expenses incurred by such Indemnitee in connection therewith.

Mandatory Payment of Expenses. To the extent that Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1(a) 1 or Section 1(b) or the in defense of any claim, issue or matter therein, Indemnitee shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by Indemnitee in connection therewith.. Xxxxx X. Xxxxxxx Page 1 of 7 Indemnification Agreement

Mandatory Payment of Expenses. To the extent that Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1(a) or Section 1(b) hereof or the in defense of any claim, issue or matter therein, Indemnitee shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. To the extent that Indemnitee has been successful on the merits or otherwise (including, without limitation, a dismissal with prejudice) in defense of any action, suit or proceeding referred to in Subsec­tions (a) and (b) of this Section 1(a) 1, or Section 1(b) or the in defense of any claim, issue or matter therein, Indemnitee shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. To Notwithstanding anything in this Agreement to the contrary, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1(a) 2.1 or Section 1(b) 2.2 or the defense of any claim, issue or matter therein, including without limitation dismissal without prejudice, the Company shall indemnify Indemnitee shall be indemnified against expenses (including without limitation attorneys’ feesand experts’ fees and costs) actually and reasonably incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. To the extent that Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1(a) or Section 1(b) or the defense of any claim, issue or matter therein, Indemnitee shall be indemnified against expenses (including attorneys’ fees) Expenses actually and reasonably incurred by Indemnitee in connection therewith. 2.

Mandatory Payment of Expenses. To the extent that Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section Sections 1(a) or Section 1(b) herein or the defense of any claim, issue or matter therein, Indemnitee shall be indemnified against expenses all expense, liability or loss (including attorneys’ ' fees) actually and reasonably incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. To the extent that Indemnitee has been successful on the merits or otherwise (including a settlement) in defense of any action, suit suit, or proceeding referred to in Subsections (a) and (b) of this Section 1(a) 1 or Section 1(b) or the in defense of any claim, issue issue, or matter therein, Indemnitee shall be indemnified against expenses (including attorneys’ ' fees) and any costs of settlement actually and reasonably incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. To the extent that Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section Sections 1(a) and 1(b), or Section 1(b) or the in defense of any claim, issue or matter therein, Indemnitee shall be indemnified against expenses (including reasonable attorneys’ ' fees) actually and reasonably incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. To the extent that Indemnitee has ----------------------------- been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1(aSections 1 (a) or Section 1(band (b) or the defense of any claim, issue or matter therein, Indemnitee shall be indemnified against expenses (including attorneys’ ' fees) actually and reasonably incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. To the extent that Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Subsections (a) and (b) of this Section 1(a) or Section 1(b) 2 or the defense of any claim, issue or matter therein, Indemnitee shall be indemnified against expenses (including attorneys’ ' fees) actually and reasonably incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. To the extent that Indemnitee has ----------------------------- been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1(aI (a) or Section 1(bI (b) or the defense of any claim, issue or matter therein, Indemnitee shall be indemnified against expenses (including attorneys’ ' fees) actually and reasonably incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. To the extent that Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding Legal Proceeding referred to in Section 1(a) or criminal action or proceeding referred to in Section 1(b1(a)(3) or the defense of any claim, issue or matter therein, Indemnitee shall be indemnified against expenses (including attorneys’ fees) Expenses actually and reasonably incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. To the extent that Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section Sections 1(a) or Section 1(b) ), or the in defense of any claim, issue or matter therein, Indemnitee shall be indemnified against expenses (including reasonable attorneys’ fees) actually and reasonably incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. To the extent that Indemnitee has has, in whole or in part, been successful on the merits or otherwise in defense of any action, suit suit, or proceeding referred to in Section 1(a) or Section 1(b) or the defense of any claim, issue issue, or matter therein, Indemnitee shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. To the extent that the Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Subsections (a) and (b) of this Section 1(a) 1, or Section 1(b) or the in defense of any claim, issue or matter therein, such Indemnitee shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnitee in connection therewith.

Mandatory Payment of Expenses. To the extent that an Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Subsec­tions (a) and (b) of this Section 1(a) 1, or Section 1(b) or the in defense of any claim, issue or matter therein, such Indemnitee shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnitee in connection therewith.

Mandatory Payment of Expenses. To the extent that Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section Sections 1(a) or Section 1(b(b) hereof, or the in defense of any claim, issue or matter therein, Indemnitee shall be indemnified against expenses (including attorneys’ ' fees) actually and reasonably incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. To the extent that Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1(a) or Section 1(b) or the defense of any claim, issue or matter therein, Indemnitee shall be indemnified against expenses (including attorneys’ fees) actually and reasonably (it being acknowledged that Indemnitee may select a litigation counsel of its choice) incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. To the extent that Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding Proceeding referred to in Section 1(a) or Section 1(b) or the defense of any claim, issue or matter therein, Indemnitee shall be indemnified against expenses (including attorneys’ fees) Expenses actually and reasonably incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. To the extent that Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Subsections (a) and (b) of this Section 1(a) 1, or Section 1(b) or the in defense of any claim, issue or matter therein, Indemnitee shall be indemnified and held harmless against expenses (including attorneys’ fees) actually and reasonably incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. To Notwithstanding anything in this Agreement to the contrary, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1(a) 2.1 or Section 1(b) 2.2 or the defense of any claim, issue or matter therein, including without limitation dismissal without prejudice, Indemnitee shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by Indemnitee in connection therewith.without limitation

Mandatory Payment of Expenses. To the extent that Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1(a2(a) or Section 1(b2(b) or the defense of any claim, issue or matter therein, Indemnitee shall be indemnified against expenses (including attorneys’ ' fees) actually and reasonably incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. To the extent that Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Subsec­tions (a) and (b) of this Section 1(a) 1, or Section 1(b) or the in defense of any claim, issue or matter therein, Indemnitee shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. To the extent that Indemnitee has been successful on the merits or otherwise (including, without limitation, a dismissal with prejudice) in defense of any action, suit or proceeding referred to in Subsections (a) and (b) of this Section 1(a) 1, or Section 1(b) or the in defense of any claim, issue or matter therein, Indemnitee shall be indemnified against expenses (including attorneys’ ' fees) actually and reasonably incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. To After the final disposition of an action, suit or proceeding, to the extent that Indemnitee has not been reimbursed for the expenses, and has been wholly successful or substantially successful on the merits or otherwise in defense the outcome of any action, suit or proceeding referred to in Section 1(a) 1.1 or Section 1(b) 1.2 or the defense defence of any claim, issue or matter therein, Indemnitee shall be indemnified against expenses (including attorneys’ legal fees) actually and reasonably incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. To the extent that Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1(aSubsections (a) or (b) of Section 1(b) 2, or the in defense of any claim, issue or matter therein, Indemnitee shall be indemnified against expenses (including attorneys’ ' fees) actually and reasonably incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. To the extent that Indemnitee has been successful on the merits or otherwise (including a settlement) in defense of any action, suit suit, or proceeding referred to in Subsections (a) and (b) of this Section 1(a) 1 or Section 1(b) or the in defense of any claim, issue issue, or matter therein, Indemnitee shall be indemnified against expenses (including attorneys’ fees) and any costs of settlement actually and reasonably incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. To the extent that Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Subsec­tions (a) and (b) of this Section 1(a) 1, or Section 1(b) or the in defense of any claim, issue or matter therein, Indemnitee shall be indemnified against expenses (including reasonable attorneys’ fees) actually and reasonably incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. To the extent that Indemnitee has ----------------------------- been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1(a1 (a) or Section 1(b1 (b) or the defense of any claim, issue or matter therein, Indemnitee shall be indemnified against expenses (including attorneys’ ' fees) actually and reasonably incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. To the extent that Indemnitee has been successful on the merits or otherwise in defense of any action, suit suit, or other proceeding referred to in Section 1(a) 3 hereof or Section 1(b) or the in defense of any claim, issue or matter therein, Indemnitee shall be indemnified against expenses (including attorneys’ fees) actually and reasonably all Expenses incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. To the extent that Indemnitee has been successful on the merits or otherwise otherwise, including, without limitation, the dismissal of an action without prejudice, in the defense of any action, suit suit, proceeding, inquiry or proceeding investigation referred to in Section 1(a) hereof or Section 1(b) or in the defense of any claim, issue or matter therein, Indemnitee shall be indemnified against expenses (including attorneys’ fees) actually and reasonably all Expenses incurred by Indemnitee in connection therewithherewith.

Mandatory Payment of Expenses. To the extent that Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Subsections (a) and (b) of this Section 1(a) 1, or Section 1(b) or the in defense of any claim, issue or matter therein, Indemnitee shall be indemnified and held harmless against expenses (including attorneys’ ' fees) actually and reasonably incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. To the extent that Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Subsections (a) and (b) of this Section 1(a) 2, or Section 1(b) or the in defense of any claim, issue or matter therein, Indemnitee shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. To the extent that Indemnitee has been successful on the merits or otherwise in defense of or in connection with any action, suit Third Party Proceeding or proceeding Company Proceeding referred to in Subsections (a) and (b) of this Section 1(a) 1, or Section 1(b) or the otherwise in defense of any claim, issue or matter thereintherein (collectively, a “Proceeding”), Indemnitee shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. To the extent that Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Subsections (a) and (b) of this Section 1(a) or Section 1(b) I or the defense of any claim, issue or matter therein, Indemnitee shall be indemnified against expenses (including attorneys’ ' fees) actually and reasonably incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. To the extent that Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of this Section 1(a) 1, or Section 1(b) or the in defense of any claim, issue or matter therein, Indemnitee shall be indemnified against expenses (including reasonable attorneys’ fees' fees and costs) actually and reasonably incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. To the extent that Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1(a2(a) or Section 1(b2(b) above, or the in defense of any claim, issue or matter therein, Indemnitee shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. To the extent that Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section Sections 1(a) and 1(b), or Section 1(b) or the in defense of any claim, issue or matter therein, Indemnitee shall be indemnified against expenses (including reasonable attorneys’ fees) actually and reasonably incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. To the extent that Indemnitee has been successful on the merits or otherwise in the defense of any action, suit action or proceeding referred to in Section 1(a) or Section 1(b) above or the defense of any claim, issue or matter therein, Indemnitee shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. To the extent that Indemnitee has ----------------------------- been successful on the merits merit or otherwise in defense of any action, suit or proceeding referred to in Subsections (a) and (b) of the Section 1(a) or Section 1(b) 1 or the defense of any claim, issue or matter therein, Indemnitee shall be indemnified against expenses (including attorneys’ attorney's fees) actually and reasonably incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. To the extent that Indemnitee has been successful on the merits or otherwise otherwise, including, without limitation, the dismissal of an action without prejudice or the settlement of an action without admission of liability, in defense of any action, suit or proceeding referred to in Section Subsections 1(a) or Section 1(band (b) above or the defense of any claim, issue or matter therein, Indemnitee shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by Indemnitee in connection therewith.

Mandatory Payment of Expenses. To the extent that Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1(a) or Section 1(b) or the defense of any claim, issue or matter thereinClaim, Indemnitee shall be indemnified against expenses (including attorneys’ fees) Expenses actually and reasonably incurred by Indemnitee in connection therewith.