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 an Indemnitee has been successful on the merits or otherwise in defense of any action, suit, or proceeding described 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 attorneys' fees) incurred by him in connection with the investigation, defense, settlement or appeal thereof. For purposes of this Section 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, or (ii) the expiration of 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 to induce a settlement.

Success on Merits or Otherwise. Notwithstanding any other provision of this Agreement, to the extent that an the Indemnitee has been successful on the merits or otherwise in defense of any action, suit, suit or proceeding described in Section 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 attorneys' fees) actually and reasonably incurred by him in connection with the investigation, defense, settlement or appeal thereof. For purposes of this Section 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, or and (ii) the expiration of 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 to induce a settlement.

Success on Merits or Otherwise. Notwithstanding any other provision of this Agreement, to the extent that an the Indemnitee has been successful on the merits or otherwise in defense of any action, suit, suit or proceeding described in Section 1 or 2 hereofherein, 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 5.45(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, or (ii) the expiration of 120 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 to induce a settlement, or (iii) the settlement of any action, suit or proceeding pursuant to which the Indemnitee pays less than $50,000.

Success on Merits or Otherwise. Notwithstanding any other provision of this Agreement, to the extent that an the Indemnitee has been successful on the merits or otherwise in defense of any action, suit, suit or proceeding described 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 attorneys' fees) actually and reasonably incurred by him in connection with the investigation, defense, settlement or appeal thereof. For purposes of this Section 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, or and (ii) the expiration of 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 to induce a settlement.

Success on Merits or Otherwise. Notwithstanding any other provision of this Agreement, to the extent that an the Indemnitee has been successful on the merits or otherwise in defense of any action, suit, suit or proceeding described in Section 1 or 2 hereofherein, 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 incurred by him in connection with the investigation, defense, settlement or appeal thereof. For purposes of this Section 5.45(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, or (ii) the expiration of 120 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 to induce a settlement, or (iii) the settlement of any action, suit or proceeding pursuant to which the Indemnitee pays less than $50,000.

Success on Merits or Otherwise. Notwithstanding any other provision of this Agreement, to the extent that an Indemnitee has been successful on the merits or otherwise in defense of any action, suit, suit or proceeding described 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 attorneys' fees) actually and reasonably incurred by him in connection with the investigation, defense, settlement or appeal thereof. For purposes of this Section 5.47, 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, or (ii) the expiration of 120 180 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 settlementsettlement or (iii) the settlement of any Proceeding under Section 1, pursuant to which Indemnitee pays less than $25,000.

Success on Merits or Otherwise. Notwithstanding any other provision of this Agreement, to the extent that an the Indemnitee has been successful on the merits or otherwise in defense of any action, suit, suit or proceeding described in Section 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 attorneys' fees) actually and reasonably incurred by him in connection with the investigation, defense, settlement or appeal thereof. For purposes of this Section 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, or and (ii) the expiration of 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 to induce a settlement.