Common use of Successful Defense Clause in Contracts

Successful Defense. To the extent that a present or former director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described in Section 8.1 or Section 8.2, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

Appears in 7 contracts

Samples: Merger Agreement (Asv Holdings, Inc.), Merger Agreement (ConversionPoint Holdings, Inc.), Merger Agreement (ConversionPoint Holdings, Inc.)

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Successful Defense. To the extent that a present director, officer, employee or former director or officer agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described referred to in Section 8.1 or Section 8.2subsections (a) and (b) above, or in defense of any claim, issue or matter therein, such person he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person him in connection therewith.

Appears in 5 contracts

Samples: Merger Agreement (Bergen Brunswig Corp), Merger Agreement (Bergen Brunswig Corp), By Laws (Getty Images Inc)

Successful Defense. To the extent that a present or former director Director, officer, employee or officer agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described referred to in Section 8.1 1 or Section 8.22 of this Article VI, or in defense of any claim, issue or matter therein, such person he shall be indemnified against expenses (including including, without limitation, attorneys' fees) actually and reasonably incurred by such person him in connection therewith.

Appears in 5 contracts

Samples: Employment Agreement (CBS Corp), Agreement and Plan of Merger (Viacom Inc), Merger Agreement (Viacom Inc)

Successful Defense. To the extent that a present director, officer, employee or former director or officer agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described referred to in Section 8.1 or Section 8.2, 6.01 hereof or in defense of any claim, issue or matter therein, such person he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person him in connection therewith. [Section 145(c).]

Appears in 4 contracts

Samples: Restated by Laws (Riverwood Holding Inc), Shareholder Agreement (Remington Arms Co Inc/), Restated by Laws (Riverwood Holding Inc)

Successful Defense. To the extent that a present or former director or officer of the Corporation Company has been successful on the merits or otherwise in defense of any action, suit or proceeding described in Section 8.1 section 5.1 or Section 8.2section 5.2, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

Appears in 4 contracts

Samples: Merger Agreement (IMARA Inc.), Merger Agreement (Ii-Vi Inc), Merger Agreement (Coherent Inc)

Successful Defense. To the extent that a present or former director Director, officer, employee or officer agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described referred to in Section 8.1 1 or Section 8.22 of this Article IX, or in defense of any claim, issue or matter therein, such person he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person him in connection therewith.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Viacom Inc), Agreement and Plan of Merger (Viacom Inc), Agreement and Plan of Merger (Spelling Entertainment Group Inc)

Successful Defense. To the extent that a present or former director director, officer, employee or officer agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described referred to in Section 8.1 or Section 8.2, 6.01 of these By-Laws or in defense of any claim, issue or matter therein, such person he or she shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person him or her in connection therewith.

Appears in 3 contracts

Samples: Subordinated Loan and Security Agreement (Specialty Underwriters Alliance, Inc.), Senior Loan and Security Agreement (Specialty Underwriters Alliance, Inc.), Merger Agreement (Alliance Laundry Systems LLC)

Successful Defense. To the extent that a present or former director manager, officer or officer employee of the Corporation Company has been successful on the merits or otherwise in defense of any action, suit or proceeding described Proceeding referred to in Section 8.1 or Section 8.2, 7.04(a) hereof or in defense of any claim, issue or matter therein, such person Person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person Person in connection therewith.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (Graphic Packaging International, LLC), Transaction Agreement (Graphic Packaging Holding Co), Transaction Agreement (International Paper Co /New/)

Successful Defense. To the extent that a present or former director or officer of the Corporation corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described in Section 8.1 6.1 or Section 8.26.2, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

Appears in 2 contracts

Samples: Merger Agreement (Cisco Systems, Inc.), Merger Agreement (Splunk Inc)

Successful Defense. To the extent that a present or former director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding Proceeding described in Section 8.1 or Section 8.2, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewiththerewith to the extent not already advanced pursuant to Section 8.5.

Appears in 2 contracts

Samples: Merger Agreement (Revelstone Capital Acquisition Corp.), Merger Agreement (Revelstone Capital Acquisition Corp.)

Successful Defense. To the extent that a present or former director or officer of the Corporation corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described in Section 8.1 9.1 or Section 8.29.2, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

Appears in 2 contracts

Samples: Merger Agreement (Cubist Pharmaceuticals Inc), Merger Agreement (Optimer Pharmaceuticals Inc)

Successful Defense. To the extent that a present director, officer, employee or former director or officer agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described referred to in Section 8.1 5.01 or Section 8.25.02, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such the person in connection therewith.

Appears in 1 contract

Samples: Voting Agreement (Mondavi Robert Corp / De)

Successful Defense. To the extent that a present or former director or officer of the Corporation corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described in Section 8.1 or Section 8.2, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Biomira Inc)

Successful Defense. To the extent that a present current or former director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described referred to in Section 8.1 or Section 8.2SECTIONS 6.1 AND 6.2, or in defense of any claim, issue or matter therein, such person he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person him in connection therewith.

Appears in 1 contract

Samples: Merger Agreement (Aaipharma Inc)

Successful Defense. To the extent that a present or former director or officer of the Corporation Company has been successful on the merits or otherwise in defense of any action, suit or proceeding described in Section 8.1 5.1 or Section 8.25.2, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

Appears in 1 contract

Samples: Merger Agreement (Superior Silver Mines Inc)

Successful Defense. To the extent that a present or former director Director or officer of the Corporation Officer has been successful on the merits or otherwise in defense of any action, suit or proceeding described in Section 8.1 20(a) or Section 8.220(b), or in defense of any claim, issue or matter therein, such person Person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person Person in connection therewith.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Macquarie Infrastructure Holdings, LLC)

Successful Defense. To the extent that a present or former director director, officer, employee or officer agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described referred to in Section 8.1 or Section 8.2, 6.01 of these By-Laws or in defense of any claim, issue or matter therein, such person he or she shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person him or her in connection therewith.

Appears in 1 contract

Samples: Merger Agreement (At&t Latin America Corp)

Successful Defense. To the extent that a present director, trustee, officer, employee or former director or officer agent of the Corporation corporation has been successful successful, on the merits or otherwise otherwise, in whole or in part, in defense of any action, suit or proceeding described referred to in Section 8.1 or Section 8.2paragraphs 1 and 2 above, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (Computer Software Innovations Inc)

Successful Defense. To the extent that a present or former director Director or officer of the Corporation Officer has been successful on the merits or otherwise in defense of any action, suit or proceeding described in Section 8.1 Section‌‌ 12.1 or Section 8.212.2, or in defense of any claim, issue or matter therein, such person Person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person Person in connection therewith.

Appears in 1 contract

Samples: Limited Liability Company Agreement

Successful Defense. To the extent that a present or former director or officer of the Corporation corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described in Section 8.1 43(a) or Section 8.243(b), or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

Appears in 1 contract

Samples: Merger Agreement (Cornerstone OnDemand Inc)

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Successful Defense. To the extent that a present or former member, manager, director or officer of the Corporation LLC has been successful on the merits or otherwise in defense of any action, suit or proceeding described in Section 8.1 13(a) or Section 8.213(b), or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

Appears in 1 contract

Samples: Operating Agreement (Slack Technologies, Inc.)

Successful Defense. To the extent that a present director, officer, employee or former director or officer agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described referred to in Section 8.1 or Section 8.2, 6.1 hereof or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith.

Appears in 1 contract

Samples: By Laws (Dynatech Corp)

Successful Defense. To the extent that a present or former director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described referred to in Section 8.1 or Section 8.2, 1 of this Article VIII or in defense of any claim, issue or matter therein, such person he or she shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person him or her in connection therewith.

Appears in 1 contract

Samples: Shareholder Agreement (Danaos Corp)

Successful Defense. To the extent that a present or former director director, officer or officer employee of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described Proceeding referred to in Section 8.1 or Section 8.2, 6.01 hereof or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

Appears in 1 contract

Samples: Merger Agreement (Riverwood Holding Inc)

Successful Defense. To the extent that a present or former director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described in Section 8.1 5.1 or Section 8.25.2, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

Appears in 1 contract

Samples: Convertible Note Subscription Agreement

Successful Defense. To the extent that a present Director, Trustee, Officer, employee or former director or officer Agent of the Corporation has been successful on the merits or otherwise otherwise, in whole or in part in defense of any action, suit or proceeding described referred to in Section 8.1 or Section 8.2Paragraphs .01 and .02 above, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith.

Appears in 1 contract

Samples: Merger Agreement (Amerasia Khan Enterprises Ltd.)

Successful Defense. To the extent that a present Director, officer, employee or former director or officer agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described referred to in Section 8.1 or Section 8.2, 6.01 hereof or in defense of any claim, issue or matter therein, such person he or she shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person him or her in connection therewith.

Appears in 1 contract

Samples: By Laws (Mony Group Inc)

Successful Defense. To the extent that a present director, officer, employee or former director or officer agent of the Corporation corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described referred to in Section 8.1 or Section 8.2Sections 6.1 and 6.2, or in defense of any claim, issue or matter therein, such person he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person him in connection therewith.

Appears in 1 contract

Samples: Credit Agreement (Inamed Corp)

Successful Defense. To the extent that a present or former director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described Proceeding referred to in Section 8.1 or Section 8.2, 1 of this Article IX or in defense of any claim, issue or matter thereintherein (including any Proceeding by the Corporation to recover advanced expenses), such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

Appears in 1 contract

Samples: Merger Agreement (Kraton Corp)

Successful Defense. To the extent that a present director, officer, employee or former director or officer agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described referred to in Section 8.1 or Section 8.2, 6.1 of these By-Laws or in defense of any claim, issue or matter therein, such person he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person him in connection therewith. [Section 145(c).]

Appears in 1 contract

Samples: By Laws (Lexmark International Inc)

Successful Defense. To the extent that a present or former director Director or officer of the Corporation Officer has been successful on the merits or otherwise in defense of any action, suit or proceeding described in Section 8.1 12.1 or Section 8.212.2, or in defense of any claim, issue or matter therein, such person Person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person Person in connection therewith.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Macquarie Infrastructure Holdings, LLC)

Successful Defense. To the extent that a present or former director member, Director Manager, manager or officer of the Corporation Company has been successful on the merits or otherwise in defense of any action, suit or proceeding described in Section 8.1 11(b) or Section 8.211(c), or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

Appears in 1 contract

Samples: Limited Liability Company Agreement (McData Services Corp)

Successful Defense. To the extent that a present or former director or officer of the Corporation corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described in Section 8.1 or Section 8.2, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

Appears in 1 contract

Samples: Merger Agreement (Command Center, Inc.)

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