Common use of Successful Defense Clause in Contracts

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

Appears in 3 contracts

Samples: Annual Report, Annual Report, Annual Report

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Successful Defense. If To the extent that a director Director, Officer, employee or officer agent of the Corporation Company has been successful on the merits or otherwise as a party to in defense of any action, suit or proceeding referred to in SECTIONS 1 and 2 Section 11.4(a) hereof or in defense of this ARTICLE V, or with respect to any claim, issue or matter therein (to the extent that a portion of his expenses can be reasonably allocated thereto)therein, he shall be indemnified by the Company against expenses (including attorneys' fees) actually and reasonably incurred by 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. If To the extent that a director director, officer, employee or officer agent of the Corporation has been successful on the merits or otherwise as a party to in defense of any action, suit or proceeding referred to in SECTIONS 1 and 2 Section 6.01 hereof or in defense of this ARTICLE V, or with respect to any claim, issue or matter therein (to the extent that a portion of his expenses can be reasonably allocated thereto)therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith.

Appears in 2 contracts

Samples: Stock Purchase Agreement and Agreement and Plan of Merger (NCP SBG Lp), Shareholder Agreement (Remington Arms Co Inc/)

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

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

Appears in 2 contracts

Samples: Merger Agreement (3d Systems Corp), Merger Agreement (3d Systems Corp)

Successful Defense. If To the extent that a director director, ------------------ officer, employee or officer agent of the Corporation has been successful on the merits or otherwise as a party to in defense of any action, suit or proceeding referred to in SECTIONS 1 and 2 Section 6.01 or in defense of this ARTICLE V, or with respect to any claim, issue or matter therein (to the extent that a portion of his expenses can be reasonably allocated thereto)therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith.

Appears in 1 contract

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

Successful Defense. If Notwithstanding any other provision of this Article, to the extent that a director Director or officer Officer of the Corporation has been successful on the merits or otherwise as (including the dismissal of an action without prejudice or the settlement of a party to proceeding or action without admission of liability) in defense of any action, suit or proceeding referred to in SECTIONS 1 and Sections 2 or 3 of this ARTICLE VArticle, or with respect to in defense of any claim, issue or matter therein (to therein, the extent that a portion Director or Officer of his expenses can be reasonably allocated thereto), he the Corporation shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him the Director or Officer in connection therewith.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cover All Technologies Inc)

Successful Defense. If To the extent that a director director, officer, employee, or officer agent of the Corporation has been successful on the merits or otherwise as a party to in defense of any action, suit suit, or proceeding referred to in SECTIONS 1 and 2 Sections 10.1 or 10.2 or in defense of this ARTICLE V, or with respect to any claim, issue issue, or matter therein (to the extent that a portion of his expenses can be reasonably allocated thereto)therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably reasonable incurred by him in connection therewith.

Appears in 1 contract

Samples: Quarterly Report

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Successful Defense. If To the extent that a director Director, Officer, employee or officer agent of the Corporation Company has been successful on the merits or otherwise as a party to in defense of any action, suit or proceeding referred to in SECTIONS 1 and 2 Section 11.4(a) hereof or in defense of this ARTICLE V, or with respect to any claim, issue or matter therein (to the extent that a portion of his expenses can be reasonably allocated thereto)therein, he shall be indemnified by the Company 54 61 against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith.

Appears in 1 contract

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

Successful Defense. If To the extent that a director director, officer, ------------------ employee or officer agent of the Corporation has been successful on the merits or otherwise as a party to in defense of any action, suit or proceeding referred to in SECTIONS 1 and 2 Section 6.01 or in defense of this ARTICLE V, or with respect to any claim, issue or matter therein (to the extent that a portion of his expenses can be reasonably allocated thereto)therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith.

Appears in 1 contract

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

Successful Defense. If To the extent that a director director, officer, employee or officer agent of the Corporation Company has been successful on the merits or otherwise as a party to in defense of any action, suit or proceeding referred to in SECTIONS 1 and 2 of which this ARTICLE Vsection is applicable, or with respect to in defense of any claim, issue or matter therein (to the extent that a portion of his expenses can be reasonably allocated thereto)therein, he shall be indemnified against expenses (expenses, including attorneys' fees) , actually and reasonably incurred by him in connection therewith.

Appears in 1 contract

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

Successful Defense. If To the extent that a director present or officer former Director, officer, employee or agent of the Corporation has been successful on the merits or otherwise as a party to in defense of any action, suit or proceeding referred to in SECTIONS Section 1 and or 2 of this ARTICLE VArticle VI, or with respect to in defense of any claim, issue or matter therein (to the extent that a portion of his expenses can be reasonably allocated thereto)therein, he shall be indemnified against expenses (including attorneys' including, without limitation, attorneys fees) actually and reasonably incurred by him in connection therewith.

Appears in 1 contract

Samples: Agreement and Plan of Merger (CBS Corp)

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