Common use of Success on Merits or Otherwise Clause in Contracts

Success on Merits or Otherwise. Notwithstanding any other provision for this Agreement, to the extent that the Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding described herein, or in defense of any claim, issue or matter therein, he shall be indemnified against all costs and expenses (including trial, appellate and other attorneys' fees) actually and reasonably incurred by him in connection with the investigation, defense, settlement or appeal thereof. For purposes of this Section 5(d), 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 Indemnitee without any express finding of liability or guilt against him, (ii) the expiration of 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 of payment made to induce a settlement, or (iii) the settlement of any action, suit or proceeding pursuant to which the Indemnitee pays less than $15,000 in settlement.

Success on Merits or Otherwise. Notwithstanding any other provision for of this Agreement, to the extent that the Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding described hereinin Section 1 hereof, or in defense of any claim, issue or matter therein, he shall be indemnified against all costs and expenses (including trial, appellate and other attorneys' fees) actually and reasonably incurred by him in connection with the investigation, defense, settlement or appeal thereof. For purposes of this Section 5(d)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 Proceeding against the Indemnitee without any express finding of liability or guilt against him, (ii) the expiration of 90 180 days after the making of any claim or threat of an action, suit or proceeding a Proceeding without the institution of the same and without any promise of payment or payment made to induce a settlement, settlement or (iii) the settlement of any actionProceeding under Section 1, suit or proceeding pursuant to which the Indemnitee pays less than $15,000 in settlement10,000.

Success on Merits or Otherwise. Notwithstanding any other provision for of this Agreement, to the extent that the Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding described hereinin Sections 1 or 2 hereof, or in defense of any claim, issue or matter therein, he shall be indemnified against all costs and expenses (including trial, appellate and other attorneys' ’ fees) actually and reasonably incurred by him in connection with the investigation, defense, settlement or appeal thereof. For purposes of this Section 5(d)5.4, 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 Indemnitee without any express finding of liability or guilt against him, and (ii) the expiration of 90 120 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 of or payment made to induce a settlement, or (iii) the settlement of any action, suit or proceeding pursuant to which the Indemnitee pays less than $15,000 in settlement.

Success on Merits or Otherwise. Notwithstanding any other provision for of this Agreement, to the extent that the Indemnitee Executive has been successful on the merits or otherwise in defense of any action, suit or proceeding described hereinin Sections 1 or 2 hereof, or in defense of any claim, issue or matter therein, he the Executive shall be indemnified against all costs and expenses (including trialincluding, appellate without limitation, attorneys' and other attorneysparalegals' fees) actually and reasonably incurred by him the Executive in connection with the investigation, defense, settlement or appeal thereof. For purposes of this Section 5(d)Subsection 5.5, 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 Indemnitee Executive without any express finding of liability or guilt against himthe Executive, (ii) the expiration of 90 120 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 of or payment made 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 Indemnitee Executive pays less than $15,000 in settlement10,000.

Success on Merits or Otherwise. Notwithstanding any other provision for of this Agreement, to the extent that the Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding described hereinin Section 1 or 2 hereof, or in defense of any claim, issue or matter therein, he shall be indemnified against all costs and expenses (including trial, appellate and other attorneys' fees) actually and reasonably incurred by him in connection with the investigation, defense, settlement or appeal thereof. For purposes of this Section 5(d)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 Indemnitee without any express finding of liability or guilt against him, (ii) the expiration of 90 120 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 of or payment made 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 Indemnitee pays less than $15,000 in settlement.25,000. 4.5

Success on Merits or Otherwise. Notwithstanding any other provision for of this Agreement, to the extent that the Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding described hereinin Section 1, or in defense of any claim, issue or matter therein, he the Company shall be indemnified indemnify the Indemnitee against all costs and expenses (including trial, appellate and other attorneys' fees) actually and reasonably incurred by him in connection with the investigation, defense, settlement or appeal thereof. For purposes of this Section 5(d)2.4, 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 Indemnitee without any express finding of liability or guilt against him, (ii) the expiration of 90 120 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 of or payment made to induce a settlement, or (iii) the settlement of any action, suit or proceeding under Section 1 hereof pursuant to which the Indemnitee pays less than $15,000 in settlement25,000.

Success on Merits or Otherwise. Notwithstanding any other provision for of this Agreement, to the extent that the Indemnitee Executive has been successful on the merits or otherwise in defense of any action, suit or proceeding described hereinin Sections 1 or 2 hereof, or in defense of any claim, issue or matter therein, he the Executive shall be indemnified against all costs and expenses (including trialincluding, appellate without limitation, attorneys' and other attorneysparalegals' fees) actually and reasonably incurred by him the Executive in connection with the investigation, defense, settlement or appeal thereof. For purposes of this Section 5(d)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 Indemnitee Executive without any express finding of liability or guilt against himthe Executive, (ii) the expiration of 90 120 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 of or payment made 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 Indemnitee Executive pays less than $15,000 in settlement10,000.

Success on Merits or Otherwise. Notwithstanding any other provision for of this Agreement, Agreement to the extent that the Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding described herein, in Section 1 or 2 hereof or in defense of any claim, issue or matter therein, he shall be indemnified against all costs and expenses (including trial, appellate and other attorneys' fees) actually and reasonably incurred by him in connection with the investigation, defense, settlement or appeal thereof. For purposes of this Section 5(d)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, claim action, suit or proceeding against the Indemnitee without any express finding of liability or guilt against him, (ii) the expiration of 90 120 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 of or payment made 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 Indemnitee pays less than $15,000 in settlement25,000.

Success on Merits or Otherwise. Notwithstanding any other provision for of this Agreement, to the extent that the Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding described herein, or in defense of any claim, issue or matter therein, he shall be indemnified against all costs and expenses (including trial, appellate and other attorneys' fees) actually and reasonably incurred by him in connection with the investigation, defense, settlement or appeal thereof. For purposes of this Section 5(d), 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 Indemnitee without any express finding of liability or guilt against him, (ii) the expiration of 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 of payment made to induce a settlement, or (iii) the settlement of any action, suit or proceeding pursuant to which the Indemnitee pays less than $15,000 in settlement.

Success on Merits or Otherwise. Notwithstanding any other provision for of this Agreement, to the extent that the Indemnitee has been successful on the merits or otherwise in defense of any action, suit Proceeding described in Sections 2 or proceeding described herein3 hereof, or in defense of any claim, issue or matter therein, he shall be indemnified against all costs and expenses (including trial, appellate and other attorneys' fees) Expenses actually and reasonably incurred by him in connection with the investigation, defense, settlement or appeal thereof. For purposes of this Section 5(d)13, 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 Indemnitee without any express finding of liability or guilt against him, (ii) the expiration of 90 180 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 to induce a settlement, settlement or (iii) the settlement of any action, suit or proceeding under Section 2 or 3, as the case may be, pursuant to which the Indemnitee pays less than $15,000 in settlement25,000.

Success on Merits or Otherwise. Notwithstanding any other provision for of this Agreement, to the extent that the Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding described hereinin Section 1 or 2 hereof, or in defense of any claim, issue or matter therein, he shall be indemnified against all costs and expenses (including trial, appellate and other attorneys' fees) actually and reasonably incurred by him in connection with the investigation, defense, settlement or appeal thereof. For purposes of this Section 5(d)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 Indemnitee without any express finding of liability or guilt against him, (ii) the expiration of 90 120 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 of or payment made 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 Indemnitee pays less than thin $15,000 in settlement25,000.