Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement, to the extent the Indemnitee has been successful on the merits or otherwise, in the defense of any Claim referred to in [Section 1(a)] hereof or in the defense of any claim, issue or matter therein, the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee in connection herewith.

Mandatory Payment of Expenses.Indemnification. Notwithstanding any other provision of this Agreement, to the extent thethat Indemnitee has been successful on the merits or otherwise, in the defense of any Claim referred toProceeding relating in [Section 1(a)] hereofwhole or in thepart to an Indemnifiable Event or in defense of any claim, issue or matter therein, the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee in connection herewith.therewith.

Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement,Deed other than [Section 9] hereof, to the fullest extent permitted by applicable law and to the extent thethat Indemnitee was a party to (or participant in) and has been successful on the merits or otherwise, including the dismissal of an action without prejudice, in the defensedefence of any Claim referred to in [Section 1(a)] hereof or in the defense of any claim, issue or matter therein, theClaim, Indemnitee shall be indemnifiedIndemnified against all Expenses actually and reasonably incurred by the Indemnitee in connection herewith.therewith. If Indemnitee is not wholly successful in such Claim but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Claim, the Company shall Indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on his behalf in connection with or related to each successfully resolved claim, issue or matter to the fullest extent permitted by applicable law. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Claim by dismissal, with or without prejudice, motion for summary judgment, settlement (with or without court approval), by acquittal, or upon a plea of nolo contendere or its equivalent, shall be deemed to be a successful result as to such claim, issue or matter.

Mandatory PaymentIndemnification for Expenses in Case of Expenses.Successful Defense. Notwithstanding any other provision of this Agreement, to the extent thethat Indemnitee has been successfulis a party to (or a participant in) and is successful, on the merits or otherwise, in the defense of any Claim referred to in [Section 1(a)] hereofProceeding or any claim, issue or matter therein (including, without limitation, any Proceeding brought by or in the right of the Company), the Company shall, to the fullest extent permitted by law, indemnify Indemnitee with respect to, and hold Indemnitee harmless from and against, all Expenses incurred by Indemnitee or on behalf of Indemnitee in connection therewith. If Indemnitee is not wholly successful in defense of 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, to the fullest extent permitted by law, indemnify Indemnitee against all Expenses incurred by Indemnitee or on behalf of Indemnitee in connection with each successfully resolved claim, issue or matter. For purposes of this [Section 3] and without limitation, the termination of any claim, issue or matter therein, the Indemniteein such a Proceeding by dismissal, with or without prejudice, on substantive or procedural grounds, or settlement of any such claim prior to a final judgment by a court of competent jurisdiction with respect to such Proceeding, shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee in connection herewith.deemed to be a successful result as to such claim, issue or matter.

Indemnification of Expenses.Expenses of Successful Party. Notwithstanding any other provision of this Agreement, to the extent thethat Indemnitee has been successful on the merits or otherwise,otherwise in the defense of any Claim referred to in [Section 1(a)] hereofProceeding or in the defense of any claim, issue or matter therein, theincluding dismissal without prejudice, Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee in connection herewith.therewith.

Indemnification of Expenses.Expenses of Successful Party. Notwithstanding any other provisionprovisions of this Agreement,Agreement to the extent thethat Indemnitee has been successful on the merits or otherwise, in the defense of any Claim referred to in [Section 1(a)] hereofProceeding or in the defense of any claim, issue or matter therein, including the dismissal of an action without prejudice, Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee in connection herewith.therewith.