Common use of Successful Defense Clause in Contracts

Successful Defense. To the extent that Indemnitee has been successful on the merits or otherwise in the defense of any Proceeding referred to in Section 1(a) or 1(b) above, or in the defense of any claim, issue or matter therein, the Company shall indemnify Indemnitee against any and all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith. Dismissal of any Proceeding with prejudice, or a settlement not involving any payment or assumption of liability, shall be deemed a successful defense.

Successful Defense. To the extent that the Indemnitee has been successful on the merits or otherwise in the defense of any Proceeding referred to in Section 1(a) Sections 4.1 or 1(b) above, 4.2 hereof or in the defense of any claim, issue or matter described therein, the Company shall indemnify the Indemnitee against any and all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf him in connection therewith. Dismissal with the investigation, defense or appeal of any Proceeding with prejudice, or a settlement not involving any payment or assumption of liability, shall be deemed a successful defensesuch Proceeding.

Successful Defense. To the extent that the Indemnitee has been successful on the merits or otherwise in the defense of any Proceeding referred to in Section 1(a) or 1(b) above(including, without limitation, an action by or in the defense right of the Company) to which the Indemnitee was a party by reason of the fact that he is or was a director or officer of the Company at any claim, issue or matter thereintime, the Company shall indemnify the Indemnitee against any and all Expenses of any type whatsoever actually and reasonably incurred by the Indemnitee or on Indemnitee’s behalf in connection therewith. Dismissal with the investigation, defense or appeal of any Proceeding with prejudice, or a settlement not involving any payment or assumption of liability, shall be deemed a successful defensesuch Proceeding.

Successful Defense. To the extent that the Indemnitee has been successful on the merits or otherwise in the defense of any Proceeding referred to in Section 1(a) or 1(b) aboveproceeding (including, without limitation, an action by or in the defense right of the Company) to which the Indemnitee was a party by reason of the fact that he or she is or was an agent of the Company at any claim, issue or matter thereintime, the Company shall indemnify the Indemnitee against all expenses of any and all Expenses type whatsoever actually and reasonably incurred by Indemnitee him or on Indemnitee’s behalf her in connection therewith. Dismissal with the investigation, defense or appeal of any Proceeding with prejudice, or a settlement not involving any payment or assumption of liability, shall be deemed a successful defensesuch proceeding.

Successful Defense. To the extent that Indemnitee has been successful on the merits or otherwise in the defense of any Proceeding proceeding referred to in Section 1(a) 4.1 or 1(b) above, 4.2 of this Agreement or in the defense of any claim, issue or matter described therein, then subject to the provisions of Section 4.4, the Company shall indemnify Indemnitee against any and all Expenses expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf him in connection therewith. Dismissal with the investigation, defense or appeal of any Proceeding with prejudicesuch proceeding, or a settlement not involving any payment such claim, issue or assumption of liabilitymatter, shall be deemed a successful defenseas the case may be.

Successful Defense. To the extent that Indemnitee has been successful on the merits or otherwise in the defense of any Proceeding action, suit or proceeding referred to in Section 1(a) or 1(b(b) abovehereof, or in the defense of any claim, issue or matter therein, the Company Indemnitee shall indemnify Indemnitee be indemnified against any and all Expenses expenses (including attorney fees) actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith. Dismissal of any Proceeding with prejudice, or a settlement not involving any payment or assumption of liability, shall be deemed a successful defense.

Successful Defense. To the extent that Indemnitee has been successful on the merits or otherwise in the defense of any Proceeding referred to in Section 1(a) or 1(b) above, or in the defense of any claim, issue or matter therein, the Company shall indemnify Indemnitee against any and all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s 's behalf in connection therewith. Dismissal of any Proceeding with prejudice, or a settlement not involving any payment or assumption of liability, shall be deemed a successful defense.

Successful Defense. To the extent that Indemnitee has been successful on the merits or otherwise in the defense of any Proceeding referred to in Section 1(a2(a) or 1(b) above2(b), or in the defense of any claim, issue or matter therein, the Company shall indemnify Indemnitee against any and all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith. Dismissal of any Proceeding with prejudice, or a settlement not involving any payment or assumption of liability, shall be deemed a successful defense.

Successful Defense. To the extent that Indemnitee has been successful on the merits or otherwise in the defense of any Proceeding action, suit or proceeding referred to in Section 1(asubsections (a) or 1(b(b) aboveof this Section 2, or in the defense of any claim, issue or matter therein, the Company shall indemnify Indemnitee against any and all Expenses expenses (including attorneys' fees) actually and reasonably incurred by Indemnitee or on Indemnitee’s 's behalf in connection therewith. Dismissal of any Proceeding action with prejudice, or a settlement not involving any payment or assumption of liability, shall be deemed a successful defense.

Successful Defense. To the extent that the Indemnitee has been successful on the merits or otherwise in the defense of any Proceeding proceeding referred to in Section 1(asubsections 4(a), 4(b), or 4(c) or 1(b) above, of this Agreement or in the defense of any claim, issue or matter described therein, the Company shall indemnify the Indemnitee against any and all Expenses expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf him/her in connection therewith. Dismissal of any Proceeding with prejudicethe investigation, defense, or a settlement not involving any payment or assumption appeal of liability, shall be deemed a successful defensesuch proceeding.

Successful Defense. To the extent that Indemnitee has been successful on the merits or otherwise in the defense of any Proceeding referred to in Section 1(a) or 1(b) above, an Indemnifiable Claim or in the defense of any claim, issue or matter therein, he or she shall be indemnified by the Company shall indemnify Indemnitee against any and all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith. Dismissal For purposes of this Section and without limitation, the termination of any Proceeding claim, issue or matter in such a Claim by dismissal, with or without prejudice, or a settlement not involving any payment or assumption of liability, shall be deemed to be a successful defenseresult as to such claim, issue or matter.

Successful Defense. To the extent that Indemnitee has been successful on the merits or otherwise in the defense of any Proceeding action, suit or proceeding referred to in Section 1(asubsections (a) or 1(b(b) aboveof this Section 2, or in the defense of any claim, issue or matter therein, the Company i-STAT shall indemnify Indemnitee against any and all Expenses expenses (including attorneys' fees) actually and reasonably incurred by Indemnitee or on Indemnitee’s 's behalf in connection therewith. Dismissal of any Proceeding action with prejudice, or a settlement not involving any payment or assumption of liability, shall be deemed a successful defense.

Successful Defense. To the extent that the Indemnitee has been successful on the merits or otherwise in the defense of any Proceeding referred to in Section 1(a) or 1(b) above, 4 or in the defense of any claim, issue or matter described therein, the Company shall indemnify the Indemnitee against any and all Expenses actually and reasonably incurred by Indemnitee him or on Indemnitee’s behalf her in connection therewith. Dismissal of any Proceeding with prejudicethe investigation, defense, or a settlement not involving any payment or assumption appeal of liability, shall be deemed a successful defensesuch Proceeding.

Successful Defense. To the extent that the Indemnitee has been successful on the merits or otherwise in the defense of any Proceeding referred to in Section 1(a) Sections or 1(b) above, hereof or in the defense of any claim, issue or matter described therein, the Company shall indemnify the Indemnitee against any and all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf him in connection therewith. Dismissal with the investigation, defense or appeal of any Proceeding with prejudice, or a settlement not involving any payment or assumption of liability, shall be deemed a successful defensesuch Proceeding.

Successful Defense. To the extent that Indemnitee has been successful wholly successful, on the merits or otherwise otherwise, in the defense of any Proceeding referred to in Section 1(a) or 1(b) above, Indemnifiable Claim or in the defense of any claim, issue or matter therein, the Company shall indemnify Indemnitee against any and all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith. Dismissal of any Proceeding with prejudice, or a settlement not involving any payment or assumption of liability, shall be deemed a successful defenseindemnified against all Indemnifiable Losses relating to, arising out of or resulting from such Indemnifiable Claim or claim, issue or matter therein in accordance with Section 2 and no Standard of Conduct Determination (as defined in Section 5(b)) shall be required.

Successful Defense. To the extent that Indemnitee has been successful on the merits or otherwise in the defense of any Proceeding action, suit or proceeding referred to in Section 1(al(a) or 1(b(b) abovehereof, or in the defense of any claim, issue or matter therein, the Company Indemnitee shall indemnify Indemnitee be indemnified against any and all Expenses expenses (including attorneys' fees) actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith. Dismissal of any Proceeding with prejudice, or a settlement not involving any payment or assumption of liability, shall be deemed a successful defense.

Successful Defense. To the extent that the Indemnitee has been successful on the merits or otherwise in the defense of any Proceeding referred to in Section 1(a) Sections 4.1 or 1(b) above, 4.2 hereof or in the defense of any claim, issue or matter described therein, the Company shall indemnify the Indemnitee against any and all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf her in connection therewith. Dismissal with the investigation, defense or appeal of any Proceeding with prejudice, or a settlement not involving any payment or assumption of liability, shall be deemed a successful defensesuch Proceeding.

Successful Defense. To the extent that Indemnitee has been successful on the merits or otherwise in the defense of any Proceeding action, suit or proceeding referred to in Section 1(a) or 1(b(b) abovehereof, or in the defense of any claim, issue or matter therein, the Company Indemnitee shall indemnify Indemnitee be indemnified against any and all Expenses expenses (including attorney fees) actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith. Dismissal of any Proceeding with prejudice, or a settlement not involving any payment or assumption of liability, shall be deemed a successful defense.

Successful Defense. To the extent that the Indemnitee has been successful on the merits or otherwise in the defense of any Proceeding referred to in Section 1(a) Sections 4.1 or 1(b) above, 4.2 hereof or in the defense of any claim, issue or matter described therein, the Company shall indemnify the Indemnitee against any and all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf him in connection therewith. Dismissal with the investiga tion, defense or appeal of any Proceeding with prejudice, or a settlement not involving any payment or assumption of liability, shall be deemed a successful defensesuch Proceeding.

Successful Defense. To the extent that Indemnitee has been successful on the merits or otherwise in the defense of any Proceeding referred to in Section 1(a) or 1(b) above, an Indemnifiable Claim or in the defense of any claim, issue or matter therein, the Company he or she shall indemnify Indemnitee be indemnified against any and all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith. Dismissal For purposes of this Section and without limitation, the termination of any Proceeding claim, issue or matter in such a Claim by dismissal, with or without prejudice, or a settlement not involving any payment or assumption of liability, shall be deemed to be a successful defenseresult as to such claim, issue or matter.