Successful Proceeding. To the extent Indemnitee has been successful, on the merits or otherwise, in defense of any Proceeding referred to in Section 2(a), the Company shall indemnify Indemnitee against Losses and Expenses incurred by him in connection therewith. If Indemnitee is not wholly successful in such Proceeding, but is successful, on the merits or otherwise, as to one or more but less than all Claims in such Proceeding, the Company shall indemnify Indemnitee against all Losses and Expenses actually or reasonably incurred by Indemnitee in connection with each successfully resolved Claim.
Successful Proceeding. To the extent Indemnitee has been successful, on the merits or otherwise, in the defense of any Proceeding referred to in Sections 3(a) or 3(b) above, the Company shall indemnify Indemnitee against all Liabilities incurred by Indemnitee in connection therewith. If Indemnitee is not wholly successful in such Proceeding, but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, then the Company shall indemnify Indemnitee against all Liabilities actually or reasonably incurred by or for Indemnitee in connection with each successfully resolved claim, issue or matter. For purposes of this Section 7(a), and without limitation, the termination of any Proceeding, or any claim, issue or matter in such a Proceeding, by dismissal, with or without prejudice, shall be deemed to be a successful result as to such Proceeding, claim, issue or matter, so long as there has been no finding (either adjudicated or pursuant to Section 7(c) below) that Indemnitee (i) did not act in good faith, (ii) did not act in a manner reasonably believed to be in, or not opposed to, the best interests of the Company, or (iii) with respect to any criminal proceeding, had reasonable grounds to believe Indemnitee’s conduct was unlawful.
Successful Proceeding. Notwithstanding anything to the contrary set forth herein (other than Section 3.3), if Indemnitee is, by reason of his Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, he shall be indemnified against all losses, liabilities, claims, damages, judgments, fines, penalties, amounts paid in settlement (subject to Section 7.2) and Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such listed items), actually and reasonably incurred by him or on his behalf in connection therewith. Notwithstanding anything to the contrary set forth herein (other than Section 3.3), if Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to any Matter in such Proceeding, the Company shall indemnify Indemnitee against all losses, liabilities, claims, damages, judgments, fines, penalties, amounts paid in settlement (subject to Section 7.2) and Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such listed items), actually and reasonably incurred by him or on his behalf relating to such Matter. The termination of any Matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such Matter. To the extent that the Indemnitee is, by reason of his Corporate Status, a witness in any Proceeding in which the Indemnitee is not a party or threatened to be made a party, he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith.
Successful Proceeding. To the extent Indemnitee has been successful, on the merits or otherwise, in defense of any Proceeding referred to in Section 2(a), the Company shall indemnify Indemnitee against Losses and Expenses incurred by him in connection therewith. If Indemnitee is not wholly successful in such Proceeding, but is successful, on the merits or otherwise, as to one or more but less than all Claims in such Proceeding, the Company shall indemnify Indemnitee against all Losses and Expenses actually or reasonably incurred by Indemnitee in connection with each successfully resolved Claim to the fullest extent permitted by applicable law. For purposes of this section, the termination of any Claim in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such Claim.
Successful Proceeding. To the extent the Indemnitee has been successful, on the merits or otherwise, in the defense of any Proceeding referred to in Section 3 above, the Company shall indemnify the Indemnitee against any and all Expenses actually and reasonably incurred by him in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against any and all Expenses actually and reasonably incurred by or for him in connection with each successfully resolved claim, issue or matter.
Successful Proceeding. To the extent Indemnitee has been successful, on the merits or otherwise, in defense of any Proceeding that is the subject of any Indemnification Event referred to in Section 2(a), the Company shall indemnify Indemnitee against Losses and Expenses incurred by him or her in connection therewith. If Indemnitee is not wholly successful in such Proceeding, but is successful, on the merits or otherwise, as to one or more but less than all Claims in such Proceeding, the Company shall indemnify Indemnitee against all Losses and Expenses actually or reasonably incurred by Indemnitee in connection with each successfully resolved Claim. For these purposes and without limitation, Indemnitee will be deemed to have been “successful on the merits” in circumstances including but not limited to the termination of any Proceeding or of any Claim, issue or matter therein, by the winning of a dismissal (with or without prejudice), motion for summary judgment, settlement (with or without court approval), or upon a plea of nolo contendere or its equivalent.
Successful Proceeding. To the extent Indemnitees has been successful, on the merits or otherwise, in defense of any Proceeding referred to in Sections 2(a) or 2(b), the General Partner shall indemnify Indemnitees against Losses and Expenses incurred by him in connection therewith. If Indemnitees is not wholly successful in such Proceeding, but is successful, on the merits or otherwise, as to one or more but less than all Claims in such Proceeding, the General Partner shall indemnify Indemnitees against all Losses and Expenses actually or reasonably incurred by Indemnitees in connection with each successfully resolved Claim.
Successful Proceeding. To the extent Agent has been successful, on the merits or otherwise, in defense of any action, suit or proceeding referred to in Section 2, the Corporation shall indemnify Agent against losses and expenses incurred by Agent in connection therewith. If Agent is not wholly successful in such action, suit or proceeding, but is successful, on the merits or otherwise, as to one or more but less than all claims in such action, suit or proceeding, the Corporation shall indemnify Agent against all losses and expenses actually or reasonably incurred by Agent in connection with each successfully resolved claim.
Successful Proceeding. Notwithstanding anything to the contrary in this Agreement, if the Indemnitee has been wholly successful, on the merits or otherwise, in the defense of any Proceeding referred to in Section 1(a) above, the Company shall indemnify the Indemnitee against all Expenses incurred by the Indemnitee in connection therewith.
Successful Proceeding. To the extent Indemnitee has been successful, on the merits or otherwise, in defense of any Proceeding referred to in Section 2(a), the Company shall indemnify Indemnitee against Losses and Expenses incurred by him in connection therewith, with such indemnification to occur within 30 days of the final determination (or deemed determination) by a Reviewing Party pursuant to Section 4(c), or determination by
