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 Indemnitee has been successful on the merits or otherwise in defense of any Proceeding described in Section 1 or Section 2 hereof, or in defense of any claim, issue or matter therein, the Indemnitee shall be indemnified against Expenses in connection with the investigation, defense, settlement or appeal thereof. For purposes of this 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 Proceeding against the Indemnitee without any express finding of liability or guilt against the Indemnitee, (ii) the expiration of one-hundred twenty (120) days after the making of any claim or threat of a Proceeding without the institution of the same and without any promise or payment made to induce a settlement, and (iii) the settlement of any Proceeding under Section 1 or Section 2 hereof pursuant to which the Indemnitee pays less than $100,000.

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 action, suit or proceeding described in Section 1 or Section 2 hereof, or in defense of any claim, issue or matter therein, the Indemnitee he shall be indemnified against Expenses 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 4.54.4, 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 claim, action, suit or proceeding against the Indemnitee without any express finding of liability or guilt against the Indemniteehim, (ii) the expiration of one-hundred twenty (120) 120 days after the making of any claim or threat of a Proceeding an action, suit or proceeding without the institution of the same and without any promise or payment made to induce a settlement, and or (iii) the settlement of any Proceeding action, suit or proceeding under Section 1 1, 2 or Section 2 3 hereof pursuant to which the Indemnitee pays less than $100,00025,000.

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 Section 1 or Section 2 hereof, or in defense of any claim, issue or matter therein, the Indemnitee 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 4.56, 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 against the Indemnitee without any express finding of liability or guilt against the Indemniteehim, (ii) the expiration of one-hundred twenty (120) 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, and settlement or (iii) the settlement of any Proceeding under Section 1 or Section 2 hereof 1, pursuant to which the Indemnitee pays less than $100,00010,000.

Success on Merits or Otherwise. Notwithstanding any other provision of this Agreement, to To the extent that the Indemnitee has been successful on the merits or otherwise in defense of any Proceeding action, suit or proceeding described in Section 1 or Section 2 hereof, or in defense of any claim, issue or matter therein, the Indemnitee shall be indemnified against Expenses expenses (including attorneys' fees) actually and reasonably incurred by the Indemnitee in connection with the investigation, defense, settlement or appeal thereof. For purposes of this Section 4.54.4, 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 Proceeding claim, action, suit or proceeding against the Indemnitee without any express finding of liability or guilt against the Indemnitee, (ii) the expiration of one-hundred twenty (120) 120 days after the making of any claim or threat of a Proceeding an action, suit or proceeding without the institution of the same and without any promise or payment made to induce a settlement, and or (iii) the settlement of any Proceeding action, suit or proceeding under Section 1 1, 2 or Section 2 3 hereof pursuant to which the Indemnitee pays less than $100,00025,000.

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 Section 1 or Section 2 hereof, or in defense of any claim, issue or matter therein, the Indemnitee 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 4.56, 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 against the Indemnitee without any express finding of liability or guilt against the Indemniteehim, (ii) the expiration of one-hundred twenty (120) 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, and settlement or (iii) the settlement of any Proceeding under Section 1 or Section 2 hereof 1, pursuant to which the Indemnitee pays less than $100,00010,000.

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 action, suit or proceeding described in Section Sections 1 or Section 2 hereof, or in defense of any claim, issue or matter therein, the Indemnitee shall be indemnified against Expenses Losses in connection with the investigation, defense, settlement or appeal thereof. For purposes of this 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 Proceeding claim, action, suit or proceeding against the Indemnitee without any express finding of liability or guilt against the Indemnitee, (ii) the expiration of one-hundred twenty (120) 120 days after the making of any claim or threat of a Proceeding an action, suit or proceeding without the institution of the same and without any promise or payment made to induce a settlement, and (iii) the settlement of any Proceeding action, suit or proceeding under Section Sections 1 or Section 2 hereof pursuant to which the Indemnitee pays less than $100,000.