Common use of Success on Merits or Otherwise Clause in Contracts

Success on Merits or Otherwise. Notwithstanding any other provision of this Agreement, to the extent that the Executive has been successful on the merits or otherwise in defense of any action, suit or proceeding described in Sections 1 or 2 hereof, or in defense of any claim, issue or matter therein, the Executive shall be indemnified against expenses (including, without limitation, attorneys' and paralegals' fees) actually and reasonably incurred by the Executive in connection with the investigation, defense, settlement or appeal thereof. For purposes of this Subsection 5.5, the term "successful on the merits or otherwise" shall include, but not be limited to, (i) any termination, withdrawal, or dismissal (with or without prejudice) of any claim, action, suit or proceeding against the Executive without any express finding of liability or guilt against the Executive, (ii) the expiration of 120 days after the making of any claim or threat of an action, suit or proceeding without the institution of the same and without any promise or payment made to induce a settlement, or (iii) the settlement of any action, suit or proceeding under Section 1, 2 or 3 hereof pursuant to which the Executive pays less than $10,000.

Success on Merits or Otherwise. Notwithstanding any other provision of this Agreement, to the extent that the Executive Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding described in Sections 1 or 2 hereofherein, or in defense of any claim, issue or matter therein, the Executive he shall be indemnified against all costs and expenses (includingincluding trial, without limitation, appellate and other attorneys' and paralegals' fees) actually and reasonably incurred by the Executive him in connection with the investigation, defense, settlement or appeal thereof. For purposes of this Subsection 5.5Section 5(d), the term "successful on the merits or otherwise" shall include, but not be limited to, (i) any termination, withdrawal, or dismissal (with or without prejudice) of any claim, action, suit or proceeding against the Executive Indemnitee without any express finding of liability or guilt against the Executivehim, (ii) the expiration of 120 90 days after the making of any claim or threat of an action, suit or proceeding without the institution of the same and without any promise or of payment made to induce a settlement, or (iii) the settlement of any action, suit or proceeding under Section 1, 2 or 3 hereof pursuant to which the Executive Indemnitee pays less than $10,00015,000 in settlement.

Success on Merits or Otherwise. Notwithstanding any other provision of this Agreement, to the extent that the Executive has been successful on the merits or otherwise in defense of any action, suit or proceeding described in Sections 1 or 2 hereof, or in defense of any claim, issue or matter therein, the Executive shall be indemnified against expenses (including, without limitation, attorneys' and paralegals' fees) actually and reasonably incurred by the Executive in connection with the investigation, defense, settlement or appeal thereof. For purposes of this Subsection 5.54.5, the term "successful on the merits or otherwise" shall include, but not be limited to, (i) any termination, withdrawal, or dismissal (with or without prejudice) of any claim, action, suit or proceeding against the Executive without any express finding of liability or guilt against the Executive, (ii) the expiration of 120 days after the making of any claim or threat of an action, suit or proceeding without the institution of the same and without any promise or payment made to induce a settlement, or (iii) the settlement of any action, suit or proceeding under Section 1, 2 or 3 hereof pursuant to which the Executive pays less than $10,000.