Successful Defense. To the extent that a Manager or Officer has been successful on the merits or otherwise (including the dismissal of an action without prejudice or the settlement of a proceeding without admission of liability) in defense of any proceeding (defined in Section 16.A) or, in defense of any claim, issue or matter therein, the Manager or Officer shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such Manager or Officer in connection therewith.
Appears in 6 contracts
Samples: Operating Agreement (Lbi Media Inc), Operating Agreement (Lbi Media Inc), Operating Agreement (Lbi Media Inc)
Successful Defense. To the extent that a Manager any present or Officer former director or officer has been successful on the merits or otherwise (including the dismissal of an action without prejudice or the settlement of a proceeding without admission of liability) in defense of any action, suit, or proceeding referred to in paragraphs (defined in Section 16.Aa) orand (b) above, or in defense of any claim, issue issue, or matter therein, the Manager or Officer such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such Manager or Officer person in connection therewith.
Appears in 2 contracts
Samples: Employment Agreement (AutoWeb, Inc.), Merger Agreement (AutoWeb, Inc.)
Successful Defense. To the extent that a Manager person who is or Officer was a director, officer, employee or agent of the Company has been successful on the merits or otherwise (including the dismissal of an action without prejudice or the settlement of a proceeding without admission of liability) in defense of any action, suit or proceeding (defined referred to in Section 16.A) or13.1 or Section 13.2 herein, or in defense of any claim, issue or matter therein, the Manager or Officer such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such Manager him or Officer her in connection therewith.
Appears in 2 contracts
Samples: Operating Agreement (Upc Polska Inc), Operating Agreement (Upc Polska LLC)
Successful Defense. To the extent that a Manager or Officer has been successful on the merits or otherwise (including in the dismissal of an action without prejudice or the settlement of a proceeding without admission of liability) in defense of any action, suit or proceeding referred to in subsections (defined a) or (b) of this Section 2, or in Section 16.A) or, in the defense of any claim, issue or matter therein, the Manager or Company shall indemnify Officer shall be indemnified against any and all expenses (including attorneys’ fees) actually and reasonably incurred by such Manager Officer or Officer on Officer’s behalf in connection therewith. Dismissal of any action with prejudice, or a settlement not involving any payment or assumption of liability, shall be deemed a successful defense.
Appears in 1 contract
Samples: Officer Indemnification Agreement (Mattress Holding Corp.)