Common use of Success on Merits or Otherwise Clause in Contracts

Success on Merits or Otherwise. Notwithstanding any other provision of this Agreement, to the extent that the Director has been successful on the merits or otherwise in defense of any action, suit or proceeding described in SECTIONS 1, 2 and 3 hereof, or in the defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the investigation, defense, settlement or appeal thereof. For purposes of this SUBSECTION 4.5, the term "successful on the merits or otherwise" shall include, but not be limited to, (i) any termination, withdrawal, or dismissal (with or without prejudice) of any claim, action, suit or proceeding against the Director without any express finding of liability or guilt against him, (ii) the expiration of one year after the making of any claim or threat of an action, suit or proceeding without the institution of the same and without any promise or payment made by or on behalf of the Director to induce a settlement, or (iii) the settlement of any action, suit or proceeding under SECTION 1, 2 or 3 hereof pursuant to which the Director pays less than $25,000.

Success on Merits or Otherwise. Notwithstanding any other provision of this Agreement, to the extent that the Director Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding described in SECTIONS 1, Section 1 or 2 and 3 hereof, or in the defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the investigation, defense, settlement or appeal thereof. For purposes of this SUBSECTION 4.5Section 4.4, the term "successful on the merits or otherwise" shall include, but not be limited to, (i) any termination, withdrawal, or dismissal (with or without prejudice) of any claim, action, suit or proceeding against the Director Indemnitee without any express finding of liability or guilt against him, (ii) the expiration of one year 120 days after the making of any claim or threat of an action, suit or proceeding without the institution of the same and without any promise or payment made by or on behalf of the Director to induce a settlement, or (iii) the settlement of any action, suit or proceeding under SECTION Section 1, 2 or 3 hereof pursuant to which the Director Indemnitee pays less than $25,000.

Success on Merits or Otherwise. Notwithstanding any other provision of this Agreement, to the extent that the Director Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding described in SECTIONS 1, Section 1 or 2 and 3 hereof, or in the defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the investigation, defense, settlement or appeal thereof. For purposes of this SUBSECTION 4.5Section 4.4, the term "successful on the merits or otherwise" shall include, but not be limited to, (i) any termination, withdrawal, or dismissal (with or without prejudice) of any claim, action, suit or proceeding against the Director Indemnitee without any express finding of liability or guilt against him, (ii) the expiration of one year 120 days after the making of any claim or threat of an action, suit or proceeding without the institution of the same and without any promise or payment made by or on behalf of the Director to induce a settlement, or (iii) the settlement of any action, suit or proceeding under SECTION Section 1, 2 or 3 hereof pursuant to which the Director Indemnitee pays less than $25,00050,000.

Success on Merits or Otherwise. Notwithstanding any other provision of this Agreement, to the extent that the Director Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding described in SECTIONS 1, Section 1 or 2 and 3 hereof, or in the defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the investigation, defense, settlement or appeal thereof. For purposes of this SUBSECTION 4.5Section 4.4, the term "successful on the merits or otherwise" shall include, but not be limited to, (i) any termination, withdrawal, or dismissal (with or without prejudice) of any claim, action, suit or proceeding against the Director Indemnitee without any express finding of liability or guilt against him, (ii) the expiration of one year 120 days after the making of any claim or threat of an action, suit or proceeding without the institution of the same and without any promise or payment made by or on behalf of the Director to induce a settlement, or (iii) the settlement of any action, suit or proceeding under SECTION Section 1, 2 or 3 hereof pursuant to which the Director Indemnitee pays less than $25,00010,000.

Success on Merits or Otherwise. Notwithstanding any other provision of this Agreement, to the extent that the Director has been successful on the merits or otherwise in defense of any action, suit or proceeding described in SECTIONS 1, Sections 1 and 2 and 3 hereof, or in the defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the investigation, defense, settlement or appeal thereof. For purposes of this SUBSECTION 4.5Section 4.4, the term "successful on the merits or otherwise" shall include, but not be limited to, (i) any termination, withdrawal, or dismissal (with or without prejudice) of any claim, action, suit or proceeding against the Director without any express finding of liability or guilt against him, ; (ii) the expiration of one year 90 days after the making of any claim or threat of an action, suit or proceeding without the institution of the same and without any promise or payment made by or on behalf of the Director to induce a settlement, or (iii) the settlement of any action, suit or proceeding under SECTION Section 1, 2 or 3 hereof pursuant to which the Director pays less than $25,00015,000.

Success on Merits or Otherwise. Notwithstanding any other provision of this Agreement, to the extent that the Director Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding described in SECTIONS 1, Sections 1 or 2 and 3 hereof, or in the defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the investigation, defense, settlement or appeal thereof. For purposes of this SUBSECTION 4.5Section 4.4, the term "successful on the merits or otherwise" shall include, but not be limited to, (ia) any termination, withdrawal, or dismissal (with or without prejudice) of any claim, action, suit or proceeding against the Director Indemnitee without any express finding of liability or guilt against him, (iib) the expiration of one year 120 days after the making of any claim or threat of an action, suit or proceeding without the institution of the same and without any promise or payment made by or on behalf of the Director to induce a settlement, or (iiic) the settlement of any action, suit or proceeding under SECTION Sections 1, 2 or 3 hereof pursuant to which the Director Indemnitee pays less than $25,00010,000.

Success on Merits or Otherwise. Notwithstanding any other provision of this Agreement, to the extent that the Director Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding described in SECTIONS 1, Section 1 or 2 and 3 hereof, or in the defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the investigation, defense, settlement or appeal thereof. For purposes of this SUBSECTION 4.5Section 4.4, the term "successful on the merits or otherwise" shall include, but not be limited to, (i) any termination, withdrawal, or dismissal (with or without prejudice) of any claim, action, suit or proceeding against the Director Indemnitee without any express finding of liability or guilt against him, (ii) the expiration of one year 120 days after the making of any claim or threat of an action, suit or proceeding without the institution of the same and without any promise or payment made by or on behalf of the Director to induce a settlement, or (iii) the settlement of 4 any action, suit or proceeding under SECTION Section 1, 2 or 3 hereof pursuant to which the Director Indemnitee pays less than $25,00010,000.

Success on Merits or Otherwise. Notwithstanding any other provision of this Agreement, to the extent that the Director an Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding described in SECTIONS 1, Section 1 or 2 and 3 hereof, or in the defense of any claim, issue or matter therein, he such Indemnitee shall be indemnified against expenses (including attorneys' ’ fees) actually and reasonably incurred by him in connection with the investigation, defense, settlement or appeal thereof. For purposes of this SUBSECTION 4.5Section 4.4, the term "“successful on the merits or otherwise" ” shall include, but not be limited to, (ia) any termination, withdrawal, or dismissal (with or without prejudice) of any claim, action, suit or proceeding against the Director Indemnitee without any express finding of liability or guilt against him, (iib) the expiration of one year 120 days after the making of any claim or threat of an action, suit or proceeding without the institution of the same and without any promise or payment made by or on behalf of the Director to induce a settlement, or (iiic) the settlement of any action, suit or proceeding under SECTION Section 1, 2 or 3 hereof pursuant to which the Director such Indemnitee pays less than $25,000.

Success on Merits or Otherwise. Notwithstanding any other provision of this Agreement, to To the extent that the Director Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding described in SECTIONS 1, Section 1 or Section 2 and 3 hereof, or in the defense of any claim, issue or matter therein, he the Indemnitee shall be indemnified against expenses (including attorneys' ’ fees) actually and reasonably incurred by him the Indemnitee in connection with the investigation, defense, settlement or appeal thereof. For purposes of this SUBSECTION Section 4.5, the term "“successful on the merits or otherwise" ” shall include, but not be limited to, (i) any termination, withdrawal, or dismissal (with or without prejudice) of any claim, action, suit or proceeding against the Director Indemnitee without any express finding of liability or guilt against himthe Indemnitee, (ii) the expiration of one year 120 days after the making of any claim or threat of an action, suit or proceeding without the institution of the same and without any promise or payment made by or on behalf of the Director to induce a settlement, or (iii) the settlement of any action, suit or proceeding under SECTION Section 1, Section 2 or Section 3 hereof pursuant to which the Director Indemnitee pays less than $25,000.

Success on Merits or Otherwise. Notwithstanding any other provision of this Agreement, to the extent that the Director Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding described in SECTIONS 1, Section 1 or 2 and 3 hereof, or in the defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the investigation, defense, settlement or appeal thereof. For purposes of this SUBSECTION Section 4.5, the term "successful on the merits or otherwise" shall include, but not be limited to, (i) any termination, withdrawal, or dismissal (with or without prejudice) of any claim, action, suit or proceeding against the Director Indemnitee without any express finding of liability or guilt against him, (ii) the expiration of one year 120 days after the making of any claim or threat of an action, suit or proceeding without the institution of the same and without any promise or payment made by or on behalf of the Director to induce a settlement, or (iii) the settlement of any action, suit or proceeding under SECTION Section 1, 2 or 3 hereof pursuant to which the Director Indemnitee pays less than $25,000100,000.

Success on Merits or Otherwise. Notwithstanding any other provision of this Agreement, to the extent that the Director Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding described in SECTIONS 1, 2 and 3 Section 1 hereof, or in the defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' ’ fees) actually and reasonably incurred by him in connection with the investigation, defense, settlement or appeal thereof. For purposes of this SUBSECTION 4.5Section 7, the term "“successful on the merits or otherwise" ” shall include, but not be limited to, (i) any termination, withdrawal, withdrawal or dismissal (with or without prejudice) of any claim, action, suit or proceeding against the Director Indemnitee without any express finding of liability or guilt against him, (ii) the expiration of one year hundred eighty (180) days after the making of any claim or threat of an action, suit or proceeding without the institution of the same and without any promise of payment or payment made by or on behalf of the Director to induce a settlement, settlement or (iii) the settlement of any action, suit or proceeding under SECTION Section 1, 2 or 3 hereof pursuant to which the Director Indemnitee pays less than twenty-five thousand dollars ($25,000).

Success on Merits or Otherwise. Notwithstanding any other provision of this Agreement, to the extent that the Director Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding described in SECTIONS 1, Section 1 or 2 and 3 hereof, or in the defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the investigation, defense, settlement or appeal thereof. For purposes of this SUBSECTION Section 4.5, the term "successful on the merits or otherwise" shall include, but not be limited to, (i) any termination, withdrawal, or dismissal (with or without prejudice) of any claim, action, suit or proceeding against the Director Indemnitee without any express finding of liability or guilt against him, (ii) the expiration of one year 120 days after the making of any claim or threat of an action, suit or proceeding without the institution of the same and without any promise or payment made by or on behalf of the Director to induce a settlement, or (iii) the settlement of any action, suit or proceeding under SECTION Section 1, 2 or 3 hereof pursuant to which the Director Indemnitee pays less than $25,00010,000.

Success on Merits or Otherwise. Notwithstanding any other ------------------------------ provision of this Agreement, to the extent that the Director Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding described in SECTIONS 1, 2 and 3 Section 1 hereof, or in the defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the investigation, defense, settlement or appeal thereof. For purposes of this SUBSECTION 4.5Section 7, the term "successful on the merits or otherwise" shall include, but not be limited to, (i) any termination, withdrawal, withdrawal or dismissal (with or without prejudice) of any claim, action, suit or proceeding against the Director Indemnitee without any express finding of liability or guilt against him, (ii) the expiration of one year 180 days after the making of any claim or threat of an action, suit or proceeding without the institution of the same and without any promise of payment or payment made by or on behalf of the Director to induce a settlement, settlement or (iii) the settlement of any action, suit or proceeding under SECTION Section 1, 2 or 3 hereof pursuant to which the Director Indemnitee pays less than $25,000.

Success on Merits or Otherwise. Notwithstanding any other provision of this Agreement, to the extent that the Director Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding described in SECTIONS 1, Section 1 or 2 and 3 hereof, or in the defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' ’ fees) actually and reasonably incurred by him in connection with the investigation, defense, settlement or appeal thereof. For purposes of this SUBSECTION 4.5Section 4.4, the term "“successful on the merits or otherwise" ” shall include, but not be limited to, (i) any termination, withdrawal, or dismissal (with or without prejudice) of any claim, action, suit or proceeding against the Director Indemnitee without any express finding of liability or guilt against him, (ii) the expiration of one year 120 days after the making of any claim or threat of an action, suit or proceeding without the institution of the same and without any promise or payment made by or on behalf of the Director to induce a settlement, or (iii) the settlement of any action, suit or proceeding under SECTION Section 1, 2 or 3 hereof pursuant to which the Director Indemnitee pays less than $25,00050,000.