Common use of Indemnification of a Party Clause in Contracts

Indemnification of a Party. Who Is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, Indemnitee shall be indemnified to the maximum extent permitted by law, against all Expenses, judgments, penalties, fines, and amounts paid in settlement, actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf 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 to the maximum extent permitted by law, against all Expenses, judgments, penalties, fines, and amounts paid in settlement, actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section 4.4 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, so long as there has been no finding (either adjudicated or pursuant to Article VI) that Indemnitee did not act in Good Faith.

Appears in 2 contracts

Samples: Indemnification Agreement (Southwest Casino Corp), Indemnification Agreement (Southwest Casino Corp)

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Indemnification of a Party. Who Is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, is a party to and is successful, on the merits or otherwise, in any Proceeding, Indemnitee shall be indemnified to the maximum extent permitted by law, against all Expenses, judgments, penalties, fines, and amounts paid in settlement, actually and reasonably incurred by Indemnitee or on Indemnitee’s 's behalf 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 to the maximum extent permitted by law, against all Expenses, judgments, penalties, fines, and amounts paid in settlement, actually and reasonably incurred by Indemnitee or on Indemnitee’s 's behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section 4.4 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, so long as there has been no finding (either adjudicated or pursuant to Article VI) that Indemnitee did not act in Good Faith.

Appears in 1 contract

Samples: Indemnification Agreement (Enstar Inc)

Indemnification of a Party. Who Is is Wholly or Partly Successful. ------------------------------------------------------------- Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of Indemnitee’s 's Corporate Status, a party to or is otherwise involved in and is successful, on the merits or otherwise, in any Proceeding, Indemnitee shall be indemnified to the maximum extent permitted by law, against all Expenses, judgments, penalties, fines, and amounts paid in defense or settlement, actually and reasonably incurred by Indemnitee or on Indemnitee’s 's behalf 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 to the maximum extent permitted by law, against all Expenses, judgments, penalties, fines, and amounts paid in defense or settlement, actually and reasonably incurred by Indemnitee or on Indemnitee’s 's behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section 4.4 4.04 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, so long as there has been no finding (either adjudicated or pursuant to Article VI) that Indemnitee did not act in Good Faith.

Appears in 1 contract

Samples: Indemnification Agreement (Vivid Technologies Inc)

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Indemnification of a Party. Who Is is Wholly or Partly -------------------------------------------------- Successful. Notwithstanding If LTC Properties is permitted by law to indemnify and hold harmless ---------- Indemnitee only with respect to claims, issues or matters successfully resolved, notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of Indemnitee’s 's Corporate StatusPosition, a party to to, and is successful, successful on the merits or otherwiseotherwise in, in any Proceeding, Indemnitee shall be indemnified and held harmless to the maximum extent permitted by law, against any and all Expenses, judgments, penalties, fines, and amounts paid in settlement, actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewithCovered Amounts. 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 and LTC Properties is permitted by law to indemnify and hold harmless Indemnitee only with respect to claims, issues or matters successfully resolved, LTC Properties shall indemnify Indemnitee to the maximum extent permitted by law, law against any and all Expenses, judgments, penalties, fines, and amounts paid in settlement, actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf Covered Amounts in connection with each successfully resolved claim, issue or matter. For purposes of this Section 4.4 1.03, and without limitation, the termination of any claim, issue or matter in such a Proceeding by judgment, dismissal, with or without prejudice, or the settlement of such claim, issue or matter shall be deemed to be a successful result as to such claim, issue or matter, so long as there has been no finding (either adjudicated or pursuant to Article VI) that Indemnitee did not act in Good Faith.

Appears in 1 contract

Samples: Indemnity Agreement (LTC Properties Inc)

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