Success on the Merits or Otherwise. To the extent that Indemnitee has been successful on the merits or otherwise in defense of any Proceeding referred to in Section 3(a) above or in the defense of any claim, issue or matter described therein, the Company shall indemnify Indemnitee against Expenses actually and reasonably incurred in connection therewith.
Success on the Merits or Otherwise. To the extent that Indemnitee has been successful (on the merits or otherwise) in defense of any Proceeding referred to in Section 3(a) above or in the defense of any claim, issue or matter described therein, the Company shall indemnify Indemnitee against Expenses actually and reasonably incurred in connection therewith and Other Liabilities. In the event that any Proceeding to which Indemnitee is a party is resolved in any manner other than by adverse judgment against Indemnitee (including, without limitation, settlement of such Proceeding with or without payment of money or other consideration), it shall be presumed that Indemnitee has been successful in defense of such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion, by clear and convincing evidence.
Success on the Merits or Otherwise. The term “wholly successful on the merits or otherwise” shall be deemed to include, without limitation, a dismissal of a Proceeding, a withdrawal of a Proceeding and a settlement not involving any payment or assumption of liability.
Success on the Merits or Otherwise. To the extent that Indemnitee has been successful on the merits or otherwise in defense of any Proceeding referred to in Section 3(a) above or in the defense of any claim, issue or matter described therein, the Company shall indemnify Indemnitee against Expenses actually and reasonably incurred in connection therewith. For these purposes, 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 or settlement (with or without court approval).
Success on the Merits or Otherwise. To the extent that Indemnitee has been successful on the merits or otherwise in defense of any Proceeding referred to in Section 3(a) above or in the defense of any claim, issue or matter described therein, the Company shall indemnify Indemnitee against Expenses actually incurred in connection therewith. For these purposes, (i) Indemnitee will be deemed to have been “successful on the merits” upon termination of any Proceeding or of any claim, issue or matter therein, by the winning of a motion to dismiss (with or without prejudice), motion for summary judgment, settlement (with or without court approval); (ii) “success on the merits or otherwise” shall be construed in a manner that provides indemnification rights to Indemnitee to the fullest extent permitted by law; and (iii) a settlement or other disposition of a Proceeding short of final judgment shall be deemed to be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding to which Indemnitee is a party is resolved in any manner other than by adverse judgment against Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration), it shall be presumed that Indemnitee has been successful on the merits or otherwise in such action, suit or proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion, by clear and convincing evidence.
Success on the Merits or Otherwise. To the extent that the [Officer][Director] has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1 or 2, or in defense of any claim, issue or matter therein, the [Officer][Director] shall be indemnified against expenses actually and reasonably incurred in connection therewith, including attorney fees. To the extent that the [Officer][Director] has been successful on the merits of any action, suit or proceeding to enforce his or her rights under this Agreement, the [Officer][Director] shall be indemnified against expenses actually and reasonably incurred in connection therewith, including attorney fees.
Success on the Merits or Otherwise. To the extent that the Director has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1 or 2, or in defense of any claim, issue or matter therein, the Director shall be indemnified against expenses actually and reasonably incurred by the Director in connection therewith, including attorney fees.
Success on the Merits or Otherwise. To the extent that the Officer has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1 or 2, or in defense of any claim, issue or matter therein, the Officer shall be indemnified against expenses actually and reasonably incurred by the Officer in connection therewith, including attorney fees.
Success on the Merits or Otherwise. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise, in the defense of any Proceeding referred to in Section 3(a) above or in the defense of any claim, issue or matter described therein, the Company shall indemnify Indemnitee against Expenses actually or reasonably incurred by Indemnitttee or on Indemnitee’s behalf in connection therewith. For purposes of this Agreement and without limitation, Indemnitee will be deemed to have successfully resolved any Proceeding or any claim, issue or matter therein, if such Proceeding or any claim, issue or matter therein is terminated by dismissal (with or without prejudice), motion for summary judgment, or settlement (with or without court approval), or upon a plea of nolo contendere or its equivalent.
Success on the Merits or Otherwise. If Indemnitee is successful on the merits or otherwise (including dismissal with or without prejudice) in defense of any Proceeding referred to in Section 3(a) above or in the defense of any claim, issue or matter described therein, the Company shall indemnify Indemnitee against Expenses actually and reasonably incurred in connection therewith. If Indemnitee is not wholly successful in defending one or more but less than all claims, issues or matters in such Proceeding (including dismissal with or without prejudice of certain claims), the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in defending each such successfully resolved claim, issue or matter. To the extent Indemnitee has been successful, on the merits or otherwise, in defense of any such Proceeding, Indemnitee shall be entitled to the indemnification as provided in this Section 8(a) regardless of whether Indemnitee met the applicable standards of conduct for indemnification under the DGCL.
