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 Indemnitee has been successful on the merits or otherwise in defense of any Proceeding or in defense of any claim, issue or matter therein, he shall be indemnified against Expenses actually and reasonably incurred by him in connection with the investigation, defense, settlement or appeal thereof. For purposes of this Section 6, 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 Proceeding (or any claim, issue or matter therein) against Indemnitee without any express finding of liability or guilt against him, (ii) the expiration of 180 days after the making of any claim or threat of a Proceeding without the institution of the same and without any promise of payment or payment made to induce a settlement or (iii) the settlement of any Proceeding (or any claim, issue or matter therein) pursuant to which Indemnitee pays less than Ten Thousand Dollars ($10,000.00).

Success on Merits or Otherwise. Notwithstanding any other provision of this Agreement, to the extent that the Indemnitee has been successful on the merits or otherwise in defense of any Proceeding described in Sections 1 or 2 hereof, or in defense of any claim, issue or matter therein, he the Indemnitee shall be indemnified against Expenses actually and reasonably incurred by him Losses in connection with the investigation, defense, settlement or appeal thereof. For purposes of this Section 64.5, 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 Proceeding (or any claim, issue or matter therein) against the Indemnitee without any express finding of liability or guilt against himthe Indemnitee, (ii) the expiration of 180 120 days after the making of any claim or threat of a Proceeding without the institution of the same and without any promise of payment or payment made to induce a settlement or settlement, and (iii) the settlement of any Proceeding (under Sections 1 or any claim, issue or matter therein) 2 hereof pursuant to which the Indemnitee pays less than Ten Thousand Dollars ($10,000.00)100,000.

Success on Merits or Otherwise. Notwithstanding any other provision of ------------------------------ this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any Proceeding described in Section 1 hereof, or in defense of any claim, issue or matter therein, he shall be indemnified against Expenses actually and reasonably incurred by him in connection with the investigation, defense, settlement or appeal thereof. For purposes of this Section 6, 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 Proceeding (or any claim, issue or matter therein) against Indemnitee without any express finding of liability or guilt against him, (ii) the expiration of 180 days after the making of any claim or threat of a Proceeding without the institution of the same and without any promise of payment or payment made to induce a settlement or (iii) the settlement of any Proceeding (or any claimunder Section 1, issue or matter therein) pursuant to which Indemnitee pays less than Ten Thousand Dollars ($10,000.00)10,000.

Success on Merits or Otherwise. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any Proceeding or in defense of any claim, issue or matter therein, he or she shall be indemnified against Expenses actually and reasonably incurred by him or her in connection with the investigation, defense, settlement or appeal thereof. For purposes of this Section 6, 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 Proceeding (or any claim, issue or matter therein) against Indemnitee without any express finding of liability or guilt against himhim or her, (ii) the expiration of 180 days after the making of any claim or threat of a Proceeding without the institution of the same and without any promise of payment or payment made to induce a settlement or (iii) the settlement of any Proceeding (or any claim, issue or matter therein) pursuant to which Indemnitee pays less than Ten Thousand Dollars ($10,000.00).