Common use of Indemnification for Expenses of an Indemnitee Who is Wholly or Partially Successful Clause in Contracts

Indemnification for Expenses of an Indemnitee Who is Wholly or Partially Successful. Notwithstanding any other provision of this Agreement, and without limiting any such provision, to the extent that the Indemnitee was or is, by reason of [his/her] Corporate Status, made a party to (or otherwise becomes a participant in) any Proceeding and is successful, on the merits or otherwise, in the defense of such Proceeding, the Indemnitee shall be indemnified for all Expenses actually and reasonably incurred by the Indemnitee or on the Indemnitee’s behalf in connection therewith. If the 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 the Indemnitee under this Section 7 for all Expenses actually and reasonably incurred by the Indemnitee or on the Indemnitee’s behalf in connection with each such claim, issue or matter, allocated on a reasonable and proportionate basis. For purposes of this Section 7, and without limitation, the termination of 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 claim, issue or matter.

Appears in 2 contracts

Samples: Indemnification Agreement (Brookfield DTLA Fund Office Trust Investor Inc.), Indemnification Agreement (MPG Office Trust, Inc.)

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Indemnification for Expenses of an Indemnitee Who is Wholly or Partially Successful. Notwithstanding any other provision of this Agreement, and without limiting any such provisionSubject to the limitations in Section 5, to the extent that the Indemnitee was or is, by reason of [his/her] his or her Corporate Status, made a party to (or otherwise becomes a participant in) any Proceeding and is successful, on the merits or otherwise, in the defense of such Proceeding, the Company shall indemnify Indemnitee shall be indemnified for all Expenses actually and reasonably incurred by the Indemnitee or on the Indemnitee’s behalf in connection therewith. If the 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 the Indemnitee under this Section 7 for all Expenses actually and reasonably incurred by the Indemnitee or on the Indemnitee’s behalf in connection with each such claim, issue or matter, allocated on a reasonable and proportionate basis. For purposes of this Section 7, and without limitation, the termination of 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 claim, issue or matter.

Appears in 2 contracts

Samples: Indemnification Agreement (Steadfast Apartment REIT, Inc.), Form of Indemnification Agreement (MVP REIT II, Inc.)

Indemnification for Expenses of an Indemnitee Who is Wholly or Partially Successful. Notwithstanding any other provision of this Agreement, and without limiting any such provision, to the extent that the Indemnitee was or is, by reason of [his/her] Indemnitee’s Corporate Status, made a party to (or otherwise becomes a participant in) any Proceeding Claim and is successful, on the merits or otherwise, in the defense of such ProceedingClaim, the Company shall indemnify Indemnitee shall be indemnified to the maximum extent permitted by law for all Indemnifiable Expenses actually and reasonably incurred by the Indemnitee or on the Indemnitee’s behalf in connection therewith. If the Indemnitee is not wholly successful in such Proceeding Claim but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such ProceedingClaim, the Company shall indemnify the Indemnitee under this Section 7 4 for all Indemnifiable Expenses actually and reasonably incurred by the Indemnitee or on the Indemnitee’s behalf in connection with each such successfully resolved claim, issue or matter, allocated on a reasonable and proportionate basis. For purposes of this Section 74 and, and without limitation, the termination of any claim, issue or matter in any such a Proceeding Claim by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

Appears in 2 contracts

Samples: Indemnification Agreement (Presidio, Inc.), Indemnification Agreement (CBS Radio Inc.)

Indemnification for Expenses of an Indemnitee Who is Wholly or Partially Successful. Notwithstanding any other provision of this Agreement, and without limiting any such provision, to the extent that the Indemnitee was or is, by reason of [his/her] Corporate Indemnitee’s Company Status, made a party to (or otherwise becomes a participant in) any Proceeding and is successful, on the merits or otherwise, in the defense of such Proceeding, the Company shall indemnify Indemnitee shall be indemnified to the maximum extent permitted by law for all Expenses actually and reasonably incurred by the Indemnitee or on the Indemnitee’s behalf in connection therewith. If the 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 the Indemnitee under this Section 7 for all Expenses actually and reasonably incurred by the Indemnitee or on the Indemnitee’s behalf in connection with each such claim, issue or matter, allocated on a reasonable and proportionate basis. For purposes of this Section 77 and, and without limitation, the termination of 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 claim, issue or matter.

Appears in 1 contract

Samples: Indemnification Agreement (Seritage Growth Properties)

Indemnification for Expenses of an Indemnitee Who is Wholly or Partially Successful. Notwithstanding any other provision of this Agreement, and without limiting any such provisionSubject to the limitations in Section 5, to the extent that the Indemnitee was or is, by reason of [his/her] Indemnitee’s Corporate Status, made a party to (or otherwise becomes a participant in) any Proceeding and is successful, on the merits or otherwise, in the defense of such Proceeding, the Indemnitee shall be indemnified for all Expenses actually and reasonably incurred by the Indemnitee or on the Indemnitee’s behalf in connection therewith. If the 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 the Indemnitee under this Section 7 for all Expenses actually and reasonably incurred by the Indemnitee or on the Indemnitee’s behalf in connection with each such claim, issue or matter, allocated on a reasonable and proportionate basis. For purposes of this Section 7, 7 and without limitation, the termination of 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 claim, issue or matter.

Appears in 1 contract

Samples: Indemnification Agreement (Oaktree Real Estate Income Trust, Inc.)

Indemnification for Expenses of an Indemnitee Who is Wholly or Partially Successful. Notwithstanding any other provision of this Agreement, and without limiting any such provision, to the extent that the Indemnitee was or is, by reason of [his/her] Indemnitee’s Corporate Status, made a party to (or otherwise becomes a participant in) any Proceeding and is successful, on the merits or otherwise, in the defense of such Proceeding, the Company shall indemnify Indemnitee shall be indemnified to the maximum extent permitted by law for all Expenses actually and reasonably incurred by the Indemnitee or on the Indemnitee’s behalf in connection therewith. If the 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 the Indemnitee under this Section 7 for all Expenses actually and reasonably incurred by the Indemnitee or on the Indemnitee’s behalf in connection with each such successfully resolved claim, issue or matter, allocated on a reasonable and proportionate basis. For purposes of this Section 77 and, and without limitation, the termination of 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 claim, issue or matter.

Appears in 1 contract

Samples: Form of Indemnification Agreement (CBS Outdoor Americas Inc.)

Indemnification for Expenses of an Indemnitee Who is Wholly or Partially Successful. Notwithstanding any other provision of this Agreement, and without limiting any such provision, to the extent that the Indemnitee was or isif, by reason of [his/her] Indemnitee’s Corporate Status, Indemnitee was, is, or is threatened to be, made a party to (or otherwise becomes a participant in) any Proceeding and is successful, on the merits or otherwise, in the defense of such Proceeding, the Company shall indemnify Indemnitee shall be indemnified for all Expenses actually and reasonably incurred by the Indemnitee or on the Indemnitee’s behalf in connection therewith. If the 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 the Indemnitee under this Section 7 for all Expenses actually and reasonably incurred by the Indemnitee Indemnitee, or on the Indemnitee’s behalf behalf, in connection with each such claim, issue or mattermatter for which Indemnitee is successful, allocated on a reasonable and proportionate basis. For purposes of this Section 77 and, and without limitation, the termination of 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 claim, issue or matter.

Appears in 1 contract

Samples: Indemnification Agreement (Colony NorthStar Credit Real Estate, Inc.)

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Indemnification for Expenses of an Indemnitee Who is Wholly or Partially Successful. Notwithstanding any other provision of this Agreement, and without limiting any such provisionSubject to the limitations in Section 5, to the extent that the Indemnitee was or is, by reason of [his/her] Indemnitee’s Corporate Status, made a party to (or otherwise becomes a participant in) any Proceeding and is successful, on the merits or otherwise, in the defense of such Proceeding, the Company shall indemnify Indemnitee shall be indemnified for all Expenses actually and reasonably incurred by the Indemnitee or on the Indemnitee’s behalf in connection therewith. If the 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 the Indemnitee under this Section 7 for all Expenses actually and reasonably incurred by the Indemnitee or on the Indemnitee’s behalf in connection with each such claim, issue or matter, allocated on a reasonable and proportionate basis. For purposes of this Section 77 and, and without limitation, the termination of 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 claim, issue or matter.

Appears in 1 contract

Samples: Form of Indemnification Agreement (EQT Exeter Real Estate Income Trust, Inc.)

Indemnification for Expenses of an Indemnitee Who is Wholly or Partially Successful. Notwithstanding any other provision of this Agreement, and without limiting any such provision, to the extent that the Indemnitee was or is, by reason of [his/her] Indemnitee’s Corporate Status, made a party to (or otherwise becomes a participant in) any Proceeding and is successful, on the merits or otherwise, in the defense of such Proceeding, the Company shall indemnify Indemnitee shall be indemnified for all Expenses and Liabilities actually and reasonably incurred by the Indemnitee or on the Indemnitee’s behalf in connection therewith. If the 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 the Indemnitee under this Section 7 for all Expenses and Liabilities actually and reasonably incurred by the Indemnitee or on the Indemnitee’s behalf in connection with each such claim, issue or matter, allocated on a reasonable and proportionate basis. For purposes of this Section 77 and, and without limitation, the termination of 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 claim, issue or matter.

Appears in 1 contract

Samples: Form of Indemnification Agreement (NexPoint Real Estate Finance, Inc.)

Indemnification for Expenses of an Indemnitee Who is Wholly or Partially Successful. Notwithstanding any other provision of this Agreement, and without limiting any such provision, to the extent that the Indemnitee was or is, by reason of [his/her] lndemnitee’s Corporate Status, made a party to (or otherwise becomes a participant in) any Proceeding and is successful, on the merits or otherwise, in the defense of such Proceeding, the Company shall indemnify Indemnitee shall be indemnified for all Expenses actually and reasonably incurred by the Indemnitee or on the Indemnitee’s behalf in connection therewith. If the Indemnitee lndemnitee 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 the Indemnitee under this Section 7 for all Expenses actually and reasonably incurred by the Indemnitee or on the Indemnitee’s behalf in connection with each such claim, issue or matter, allocated on a reasonable and proportionate basis. For purposes of this Section 77 and, and without limitation, the termination of 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 claim, issue or matter.

Appears in 1 contract

Samples: Indemnification Agreement (Plymouth Industrial REIT Inc.)

Indemnification for Expenses of an Indemnitee Who is Wholly or Partially Successful. Notwithstanding any other provision of this Agreement, and without limiting any such provision, to the extent that the Indemnitee was or is, by reason of [his/herhis][her] Corporate Status, made a party to (or otherwise becomes a participant in) any Proceeding and is successful, on the merits or otherwise, in the defense of such Proceeding, the Indemnitee shall be indemnified for all Expenses actually and reasonably incurred by the Indemnitee or on the Indemnitee’s behalf in connection therewith. If the 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 the Indemnitee under this Section 7 for all Expenses actually and reasonably incurred by the Indemnitee or on the Indemnitee’s behalf in connection with each such claim, issue or matter, allocated on a reasonable and proportionate basis. For purposes of this Section 77 and, and without limitation, the termination of 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 claim, issue or matter.

Appears in 1 contract

Samples: Indemnification Agreement (Northstar Realty)

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