Common use of Successful Defense; Partial Indemnification Clause in Contracts

Successful Defense; Partial Indemnification. (a) To the extent that Indemnitee has been successful in defense of any action, suit or proceeding referred to in Section 2 hereof or in defense of any claim, issue or matter therein, Indemnitee shall be indemnified against Expenses and Judgments incurred in connection therewith. For purposes of this Agreement and without limiting the foregoing, if any action, suit or proceeding is disposed of, on the merits or otherwise (including a disposition without prejudice), without (i) an adjudication adverse to Indemnitee, (ii) an adjudication that Indemnitee was liable to the Company, (iii) a plea of guilty or nolo contendere by Indemnitee, (iv) an adjudication that Indemnitee committed any of the actions or omissions described in Section 2(b) hereof, Indemnitee shall be considered for the purposes hereof to have been successful with respect thereto.

Successful Defense; Partial Indemnification. (a) To the extent that Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding Proceeding referred to in Section 2 hereof 1 or in defense of any claim, issue or matter therein, Indemnitee shall be indemnified against Expenses Covered Items actually and Judgments reasonably incurred in connection therewith. For purposes of this Agreement and without Without limiting the foregoing, if any action, suit or proceeding Proceeding is disposed of, on the merits or otherwise (including a disposition without prejudice), without (i) an adjudication the disposition being adverse to Indemnitee, (ii) an adjudication that Indemnitee was liable to the CompanyCorporation, (iii) a plea of guilty or nolo contendere by Indemnitee, (iv) an adjudication that Indemnitee committed did not meet the Standard of Conduct and (v) with respect to any criminal action or proceeding, an adjudication that Indemnitee had reasonable cause to believe Indemnitee’s conduct was unlawful, for purposes of the actions or omissions described in Section 2(b) hereof, this Agreement Indemnitee shall be considered for the purposes hereof to have been wholly successful with respect thereto.

Successful Defense; Partial Indemnification. (a) To a)To the extent that Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding Proceeding referred to in Section 2 hereof or in defense of any claim, issue or matter therein, Indemnitee shall be indemnified against Expenses expenses actually and Judgments reasonably incurred in connection therewith. For purposes of this Agreement and without limiting the foregoing, if any action, suit or proceeding Proceeding is disposed of, on the merits or otherwise (including a disposition without prejudice), without (i) an adjudication the disposition being adverse to Indemnitee, (ii) an adjudication that Indemnitee was liable to the Company, (iii) a plea of guilty or nolo contendere by Indemnitee, (iv) an adjudication that Indemnitee committed any an intentional or grossly negligent breach of the actions his duties as director or omissions described in Section 2(b) hereofofficer under applicable law, Indemnitee shall be considered for the purposes hereof to have been wholly successful with respect thereto.

Successful Defense; Partial Indemnification. (a) To the extent that Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding Proceeding referred to in Section 2 hereof or in defense of any claim, issue or matter therein, Indemnitee shall be indemnified against Expenses expenses actually and Judgments reasonably incurred in connection therewith. For purposes of this Agreement and without limiting the foregoing, if any action, suit or proceeding Proceeding is disposed of, on the merits or otherwise (including a disposition without prejudice), without (i) an adjudication the disposition being adverse to Indemnitee, (ii) an adjudication that Indemnitee was liable to the Company, (iii) a plea of guilty or nolo contendere by Indemnitee, (iv) an adjudication that Indemnitee committed any an intentional or grossly negligent breach of the actions his duties as director or omissions described in Section 2(b) hereofofficer under applicable law, Indemnitee shall be considered for the purposes hereof to have been wholly successful with respect thereto.