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: Agreement and Plan of Merger (Asv Holdings, Inc.), Support Agreement (ConversionPoint Holdings, Inc.), Support 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: Agreement and Plan of Merger (Bergen Brunswig Corp), Agreement and Plan of Merger (Bergen Brunswig Corp), 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: Agreement (Viacom Inc), Agreement and Plan of Merger (Viacom Inc), Agreement and Plan of Merger (Viacom 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: Agreement and Plan of Merger (IMARA Inc.), Agreement and Plan of Merger (Ii-Vi Inc), Agreement and Plan of Merger (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 (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: Shareholders Agreement (Remington Arms Co Inc/), Riverwood Holding Inc, Riverwood Holding Inc

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), Assignment and Assumption Agreement (Graphic Packaging Holding Co), Assignment and Assumption Agreement (International Paper Co /New/)

Successful Defense. To the extent that If a present or former director or officer of the Corporation has been successful on the merits or otherwise in defense of as a party to any action, suit or proceeding described referred to in Section 8.1 or Section 8.2SECTIONS 1 and 2 of this ARTICLE V, or in defense of with respect to any claim, issue or matter thereintherein (to the extent that a portion of his expenses can be reasonably allocated thereto), such person he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person him in connection therewith.

Appears in 3 contracts

Samples: Consulting Agreement, usermanual.wiki, www.annualreports.com

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

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 8.2proceeding, or in defense of any claim, issue or matter therein, such person she or he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person her or him in connection therewith.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (3d Systems Corp), Agreement and Plan of Merger (3d Systems 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 1 or Section 8.22 of this Article XI, 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.. (4)

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Hearst Argyle Television Inc), Agreement and Plan of Merger (Hearst Argyle Television Inc)

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: Agreement and Plan of Merger (Cisco Systems, Inc.), Agreement and Plan of Merger (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 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.

Appears in 2 contracts

Samples: Shareholders Agreement (Remington Arms Co Inc/), Stockholders Agreement (NCP SBG Lp)

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: Agreement and Plan of Merger (Optimer Pharmaceuticals Inc), Agreement and Plan of Merger (Cubist Pharmaceuticals Inc)

Successful Defense. To the extent that a any present or former director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit suit, or proceeding described referred to in Section 8.1 or Section 8.2paragraphs (a) and (b) above, or in defense of any claim, issue 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: Agreement and Plan of Merger (AutoWeb, Inc.), Agreement and Plan of Merger (AutoWeb, Inc.)

Successful Defense. To the extent that a present Director, Officer, employee or former director or officer agent of the Corporation Company 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, 11.4(a) hereof or in defense of any claim, issue or matter therein, such person he shall be indemnified by the Company against expenses (including attorneys' fees) actually and reasonably incurred by such person him in connection therewith.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Global Decisions Group LLC), Limited Liability Company Agreement (Global Decisions Group LLC)

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 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: Agreement and Plan of Contribution and Merger (Excalibur Technologies Corp)

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 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: 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: Shareholders Agreement (Danaos 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, 6.01 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: Mony Group Inc

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 Merger (Command Center, Inc.)

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, 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 attorneys’ including, without limitation, attorneys fees) actually and reasonably incurred by such person him in connection therewith.

Appears in 1 contract

Samples: Agreement and Plan of Merger (CBS Corp)

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)

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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 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 director, officer, employee or former director or officer agent 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 or Section 8.2to which this section is applicable, or in defense of any claim, issue or matter therein, such person he shall be indemnified against expenses (expenses, including attorneys’ fees) , actually and reasonably incurred by such person him in connection therewith.

Appears in 1 contract

Samples: Member’s Agreement (Bloomfield Bakers, a California Limited Partnership)

Successful Defense. To the extent that a present Director, Officer, employee or former director or officer agent of the Corporation Company 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, 11.4(a) hereof or in defense of any claim, issue or matter therein, such person he shall be indemnified by the Company 54 61 against expenses (including attorneys' fees) actually and reasonably incurred by such person him in connection therewith.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Global Decisions Group LLC)

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: Agreement and Plan of Merger (Aaipharma Inc)

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: Agreement and Plan of Merger (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 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: Agreement and Plan of Merger (Kraton 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: Security Agreement (Biomira 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 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: Lexmark International 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 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: Agreement and Plan of Contribution and Merger (Excalibur Technologies 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 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: Agreement and Plan of Merger (Cornerstone OnDemand 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 1 contract

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

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 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 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: Agreement and Plan of Merger (Amerasia Khan Enterprises Ltd.)

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: Agreement and Plan of Merger (Superior Silver Mines 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: Note Subscription Agreement

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)

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