Common use of PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL Clause in Contracts

PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL. (a) Notwithstanding any other provisions of this Agreement, to the fullest extent permitted by applicable law: (i) To the extent that Indemnitee is a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, the Company shall indemnify Indemnitee against all Expenses directly or indirectly incurred by or on behalf of Indemnitee in connection therewith. (ii) If Indemnitee 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 directly or indirectly incurred by or on behalf of Indemnitee in connection with (x) each successfully resolved claim, issue or matter and (y) each claim, issue, or matter related to any claim, issue or matter on which the Indemnitee was successful. (b) For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

Appears in 8 contracts

Samples: Indemnification Agreement (Maidenform Brands, Inc.), Indemnification Agreement (Western Liberty Bancorp), Indemnification Agreement (Global Consumer Acquisition Corp.)

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PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL. (a) Notwithstanding any other provisions of this Agreement, to the fullest extent permitted by applicable law: (i) To the extent that Indemnitee an Indemnified Person is a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, the Company shall indemnify Indemnitee such Indemnified Person against all Expenses directly or indirectly incurred by or on behalf of Indemnitee such Indemnified Person in connection therewith. (ii) If Indemnitee an Indemnified Person 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 such Indemnified Person against all Expenses directly or indirectly incurred by or on behalf of Indemnitee such Indemnified Person in connection with (x) each successfully resolved claim, issue or matter and (y) each claim, issue, or matter related to any claim, issue or matter on which the Indemnitee such Indemnified Person was successful. (b) For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

Appears in 2 contracts

Samples: Indemnification Agreement (Orchard Supply Hardware Stores Corp), Indemnification Agreement (General Nutrition International Inc)

PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL. (a) Notwithstanding any other provisions of this Agreement, to the fullest extent permitted by applicable law: (i) To to the extent that Indemnitee is a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, the Company shall indemnify Indemnitee against all Expenses directly or indirectly incurred by or on behalf of Indemnitee in connection therewith.; or (ii) If if Indemnitee 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 directly or indirectly incurred by or on behalf of Indemnitee in connection with (x) each successfully resolved claim, issue or matter and (y) each claim, issue, or matter related to any claim, issue or matter on which the Indemnitee was successful. (b) For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

Appears in 1 contract

Samples: Indemnification Agreement (Ann Inc.)

PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL. (a) Notwithstanding any other provisions of this this/her Agreement, to the fullest extent permitted by applicable law: (i) To to the extent that Indemnitee is a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, the Company shall indemnify Indemnitee against all Expenses directly or indirectly incurred by or on behalf of Indemnitee in connection therewith.; or (ii) If if Indemnitee 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 directly or indirectly incurred by or on behalf of Indemnitee in connection with (x) each successfully resolved claim, issue or matter and (y) each claim, issue, or matter related to any claim, issue or matter on which the Indemnitee was successful. (b) For purposes of this this/her Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

Appears in 1 contract

Samples: Indemnification Agreement (Anntaylor Stores Corp)

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PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL. (a) Notwithstanding any other provisions of this Agreement, to the fullest extent permitted by applicable law: (i) To the extent that Indemnitee is a party to (or a participant in) and is successful, on the merits or otherwise, in defense of any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred, directly or indirectly incurred indirectly, by or on behalf of Indemnitee in connection therewith. (ii) If Indemnitee 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, directly or indirectly incurred indirectly, by or on behalf of Indemnitee in connection with (x) each successfully resolved claim, issue or matter and (y) each claim, issue, or matter related to any claim, issue or matter on which the Indemnitee was successful. (b) For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

Appears in 1 contract

Samples: Indemnification Agreement (Comtech Telecommunications Corp /De/)

PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL. (a) Notwithstanding any other provisions of this Agreement, to the fullest extent permitted by applicable law: (i) To the extent that an Indemnitee is a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, the Company shall indemnify such Indemnitee against all Expenses directly or indirectly incurred by or on behalf of such Indemnitee in connection therewith. (ii) If an Indemnitee 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 such Indemnitee against all Expenses directly or indirectly incurred by or on behalf of such Indemnitee in connection with (x) each successfully resolved claim, issue or matter and (y) each claim, issue, or matter related to any claim, issue or matter on which the such Indemnitee was successful. (b) For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

Appears in 1 contract

Samples: Note Purchase Agreement (Angiotech Pharmaceuticals Inc)

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