Partially Successful Defense Clause Samples
The "Partially Successful Defense" clause defines how liability or responsibility is allocated when a party successfully defends against only part of a claim or lawsuit. In practice, this clause typically outlines how costs, damages, or legal fees are divided if the defense is not entirely successful, such as when some but not all allegations are dismissed. Its core function is to ensure fairness and clarity in the distribution of financial consequences, preventing disputes over who bears costs when outcomes are mixed.
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Partially Successful Defense. Notwithstanding any other provisions of this Agreement, to the extent that Indemnitee is a party to any Proceeding (including, without limitation, an action by or in the right of the Company) in which Indemnitee was a party by reason of the fact that Indemnitee is or was an Agent of the Company at any time and is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by or on behalf of Indemnitee in connection with each successfully resolved claim, issue or matter.
Partially Successful Defense. Notwithstanding any other provisions of this Agreement, to the extent that the Indemnitee is a party to or a participant in any Proceeding (including, without limitation, an action by or in the right of the Company) in which the Indemnitee was a party by reason of the fact that the Indemnitee is or was an Agent of the Company at any time and is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify the Indemnitee against all Expenses actually and reasonably incurred by or on behalf of the Indemnitee in connection with each successfully resolved claim, issue, or matter.
Partially Successful Defense. To the extent that the Indemnitee is a party to or a participant in any Proceeding (including, without limitation, an action by or in the right of the Company) in which the Indemnitee was a party by reason of the fact that the Indemnitee is or was an Agent of the Company at any time and is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify, defend and hold harmless to the fullest extent permitted by the Articles of Association and applicable law as it presently exists or may hereafter be amended (but, in the case of an amendment of the Companies Law, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment), the Indemnitee against all Expenses actually and reasonably incurred by or on behalf of the Indemnitee in connection with each successfully resolved claim, issue or matter.
Partially Successful Defense. To the extent that Director is a party to or a participant in any Proceeding (including, without limitation, an action by or in the right of the Company) by reason of the fact that Director is or was a director of the Company and is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Director against all Expenses actually and reasonably incurred by or on behalf of Director in connection with each successfully resolved claim, issue or matter. In the allocation of Expenses among claims, the presumption shall be that Expenses were attributable to the claims on which Director was successful, except for Expenses that the Company can show were clearly and primarily attributable to the claims on which Director was not successful.
Partially Successful Defense. To the extent that the Indemnitee is a party to or a participant in any Proceeding (including, without limitation, an action by or in the right of the Company) by reason of the fact that the Indemnitee is or was an Agent of the Company at any time and is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify the Indemnitee against all Expenses actually and reasonably incurred by or on behalf of the Indemnitee in connection with each successfully resolved claim, issue or matter. In the allocation of Expenses among claims, the presumption shall be that Expenses were attributable to the claims on which the Indemnitee was successful, except for Expenses that the Company can show were clearly and primarily attributable to the claims on which the Indemnitee was not successful.
Partially Successful Defense. Subject to the condition precedent in Section 6, to the extent that Indemnitee is a party to any Qualifying Proceeding (including, without limitation, an action by or in the right of the Company) in which Indemnitee was a party by reason of the fact that Indemnitee was an officer or director of the Company prior to the Effective Date of the Merger and is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Qualifying Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by or on behalf of Indemnitee in connection with each successfully resolved claim, issue or matter.