Common use of Successful Proceeding Clause in Contracts

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. To the extent the Indemnitee has been successful, on the merits or otherwise, in the defense of any Proceeding proceeding referred to in Sections 3(a) or 3(b) Section 3 above, the Company shall indemnify the Indemnitee against any and all Liabilities expenses actually and reasonably incurred by Indemnitee him in connection therewith. If Indemnitee is not wholly successful in such Proceeding, proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceedingproceeding, then the Company shall indemnify Indemnitee against any and all Liabilities expenses actually or and reasonably incurred by or for Indemnitee him in connection with each successfully resolved claim, issue or matter. For purposes of this Section 7(a), and without limitation, the termination of any Proceedingproceeding, or any claim, issue or matter in such a Proceedingproceeding, by dismissal, with or without prejudice, shall be deemed to be a successful result as to such Proceedingproceeding, 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, or (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 his conduct was unlawful.

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 Corporation shall indemnify Indemnitee against all Liabilities incurred by Indemnitee 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, then the Company Corporation shall indemnify Indemnitee against all Liabilities actually or reasonably incurred by or for Indemnitee him 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 CompanyCorporation, or (iii) with respect to any criminal proceeding, had reasonable grounds to believe Indemnitee’s his conduct was unlawful.

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 Corporation shall indemnify Indemnitee against all Liabilities incurred by Indemnitee 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, then the Company Corporation shall indemnify Indemnitee against all Liabilities actually or reasonably incurred by or for Indemnitee him 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 CompanyCorporation, or (iii) with respect to any criminal proceeding, had reasonable grounds to believe Indemnitee’s his conduct was unlawful.

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) aboveProceeding, the Company shall Corporation will 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 Corporation will 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)11, 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 is 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(c11(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 CompanyCorporation, or (iii) with respect to any criminal proceeding, had reasonable grounds to believe Indemnitee’s conduct was unlawful.

Successful Proceeding. To the extent the Indemnitee has been --------------------- successful, on the merits or otherwise, in the defense of any Proceeding proceeding referred to in Sections 3(a) or 3(b) Section 3 above, the Company shall indemnify the Indemnitee against any and all Liabilities expenses actually and reasonably incurred by Indemnitee him in connection therewith. If Indemnitee is not wholly successful in such Proceeding, proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceedingproceeding, then the Company shall indemnify Indemnitee against any and all Liabilities expenses actually or and reasonably incurred by or for Indemnitee him in connection with each successfully resolved claim, issue or matter. For purposes of this Section 7(a), and without limitation, the termination of any Proceedingproceeding, or any claim, issue or matter in such a Proceedingproceeding, by dismissal, with or without prejudice, shall be deemed to be a successful result as to such Proceedingproceeding, 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, or (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 his conduct was unlawful.

Successful Proceeding. To the extent Indemnitee has been successful, on the merits or otherwise, in the defense of any Proceeding referred to in Sections SECTIONS 3(a) or OR 3(b) above, the Company Corporation shall indemnify Indemnitee against all Liabilities incurred by Indemnitee 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, then the Company Corporation shall indemnify Indemnitee against all Liabilities actually or reasonably incurred by or for Indemnitee him in connection with each successfully resolved claim, issue or matter. For purposes of this Section SECTION 7(a), and without limitation, the termination of any Proceeding, or any claim, issue 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 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 CompanyCorporation, or (iii) with respect to any criminal proceeding, had reasonable grounds to believe Indemnitee’s his conduct was unlawful.

Successful Proceeding. To the extent the Indemnitee has been successful, on the merits or otherwise, in the defense of any Proceeding proceeding referred to in Sections 3(a) or 3(b) Section 3 above, the Company shall indemnify the Indemnitee against any and all Liabilities expenses actually and reasonably incurred by the Indemnitee in connection therewith. If the Indemnitee is not wholly successful in such Proceeding, proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceedingproceeding, then the Company shall indemnify the Indemnitee against any and all Liabilities expenses actually or and reasonably incurred by or for the 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 Proceedingproceeding, or any claim, issue or matter in such a Proceedingproceeding, by dismissal, with or without prejudice, by reason of settlement, judgment, order or otherwise, shall be deemed to be a successful result as to such Proceedingproceeding, claim, issue or matter, so long as there has been no finding (either adjudicated or pursuant to Section 7(c) below) that the Indemnitee (i) did not act in good faith, or (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 his conduct was unlawful.

Successful Proceeding. To the extent Indemnitee has been --------------------- successful, on the merits or otherwise, in the defense of any Proceeding referred to in Sections Section 3(a) or 3(b) above, the Company Corporation shall indemnify Indemnitee against all Liabilities incurred by Indemnitee 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, then the Company Corporation shall indemnify Indemnitee against all Liabilities actually or reasonably incurred by or for Indemnitee him 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 CompanyCorporation, or (iii) with respect to any criminal proceeding, had reasonable grounds to believe Indemnitee’s his conduct was unlawful.

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(aSECTIONS 3(A) or 3(bOR 3(B) above, the Company shall indemnify the Indemnitee against all Liabilities incurred by Indemnitee 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, then the Company shall indemnify Indemnitee against all Liabilities actually or reasonably incurred by or for Indemnitee him in connection with each successfully resolved claim, issue or matter. For purposes of this Section 7(aSECTION 7(A), and without limitation, the termination of any Proceeding, or any claim, issue 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 issue, or matter, so long as there has been no finding (either adjudicated or pursuant to Section 7(cSECTION 7(C) below) that Indemnitee (i) did not act in good faith, (ii) did not act in a manner reasonably believed to be in, in or not opposed to, to the best interests of the Company, or (iii) with respect to any criminal proceeding, had reasonable grounds to believe Indemnitee’s his conduct was unlawful.