Common use of Certain Limitations on Indemnification Clause in Contracts

Certain Limitations on Indemnification. Notwithstanding any other provision of this Agreement (other than Section 4), Indemnitee shall not be entitled to indemnification: (a) For any liability or loss suffered by him or her nor shall he or she be held harmless for any loss or liability suffered by the Company, unless the following conditions are met: (i) Indemnitee has determined, in good faith, that the course of conduct that caused the loss or liability was in the best interests of the Company; (ii) Indemnitee was acting on behalf of or performing services for the Company; (iii) such liability or loss was not the result, if Indemnitee is not an independent director, of negligence or misconduct, or, if Indemnitee is an independent director, of gross negligence or willful misconduct; and (iv) such indemnification is recoverable only out of the Company’s net assets and not from the Company’s stockholders; (b) For any loss or liability arising from an alleged violation of federal or state securities laws unless one or more of the following conditions are met: (i) there has been a successful adjudication on the merits of each count involving alleged material securities law violations as to Indemnitee; (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to Indemnitee; or (iii) a court of competent jurisdiction approves a settlement of the claims against Indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the positions of the Securities and Exchange Commission and of the published position of any state securities regulatory authority in which securities of the Company were offered or sold as to indemnification for violations of securities laws; or (c) For any loss or liability in connection with a Proceeding if (i) the Proceeding is one by or in the right of the Company and Indemnitee is adjudged to be liable to the Company or (ii) Indemnitee is adjudged to be liable on the basis that personal benefit was improperly received in a Proceeding charging improper personal benefit to Indemnitee, whether or not involving action in Indemnitee’s official capacity. The limitations of this Section 11 will be applicable only if, and for so long as, the charter of the Company requires such limitations.

Certain Limitations on Indemnification. Notwithstanding any other provision of this Agreement (other than Section 4), Indemnitee shall not be entitled to indemnification: (a) For any liability or loss suffered by him or her nor shall he or she be held harmless for any loss or liability suffered by the Company, unless the following conditions are met: 4824-1265-6815 (i) Indemnitee has determined, in good faith, that the course of conduct that caused the loss or liability was in the best interests of the Company; (ii) Indemnitee was acting on behalf of or performing services for the Company; (iii) such liability or loss was not the result, if Indemnitee is not an independent director, of negligence or misconduct, or, if Indemnitee is an independent director, of gross negligence or willful misconduct; and (iv) such indemnification is recoverable only out of the Company’s net assets and not from the Company’s stockholders; (b) For any loss or liability arising from an alleged violation of federal or state securities laws unless one or more of the following conditions are met: (i) there has been a successful adjudication on the merits of each count involving alleged material securities law violations as to Indemnitee; (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to Indemnitee; or (iii) a court of competent jurisdiction approves a settlement of the claims against Indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the positions of the Securities and Exchange Commission and of the published position of any state securities regulatory authority in which securities of the Company were offered or sold as to indemnification for violations of securities laws; or (c) For any loss or liability in connection with a Proceeding if (ix) the Proceeding is one by or in the right of the Company and Indemnitee is adjudged to be liable to the Company or (iiy) Indemnitee is adjudged to be liable on the basis that personal benefit was improperly received in a Proceeding charging improper personal benefit to Indemnitee, whether or not involving action in Indemnitee’s official capacity. The limitations of this Section 11 will be applicable only if, if and for so long as, as the charter of the Company requires such limitations.

Certain Limitations on Indemnification. Notwithstanding any other provision of this Agreement (other than Section 4), Indemnitee shall not be entitled to indemnification: (a) For any liability or loss suffered by him or her nor shall he or she be held harmless for any loss or liability suffered by the Company, unless the following conditions are met: (i) Indemnitee has determined, in good faith, that the course of conduct that caused the loss or liability was in the best interests of the Company; (ii) Indemnitee was acting on behalf of or performing services for the Company; (iii) such liability or loss was not the result, if Indemnitee is not an independent director, of negligence or misconduct, or, if Indemnitee is an independent director, of gross negligence or willful misconduct; and (iv) such indemnification is recoverable only out of the Company’s net assets and not from the Company’s stockholders; (b) For any loss or liability arising from an alleged violation of federal or state securities laws unless one or more of the following conditions are met: (i) there has been a successful adjudication on the merits of each count involving alleged material securities law violations as to Indemnitee; (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to Indemnitee; or (iii) a court of competent jurisdiction approves a settlement of the claims against Indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the positions of the Securities and Exchange Commission and of the published position of any state securities regulatory authority in which securities of the Company were offered or sold as to indemnification for violations of securities laws; or (c) For any loss or liability in connection with a Proceeding if (ix) the Proceeding is one by or in the right of the Company and Indemnitee is adjudged to be liable to the Company or (iiy) Indemnitee is adjudged to be liable on the basis that personal benefit was improperly received in a Proceeding charging improper personal benefit to Indemnitee, whether or not involving action in Indemnitee’s official capacity. The limitations of this Section 11 will be applicable only if, if and for so long as, as the charter of the Company requires such limitations.

Certain Limitations on Indemnification. Notwithstanding any other provision of this Agreement (other than Section 4), Indemnitee shall not be entitled to indemnification: (a) For any liability or loss suffered by him or her nor shall he or she be held harmless for any loss or liability suffered by the Company, unless the following conditions are met: (i) Indemnitee has determined, in good faith, that the course of conduct that caused the loss or liability was in the best interests of the Company; (ii) Indemnitee was acting on behalf of or performing services for the Company; (iii) such liability or loss was not the result, if Indemnitee is not an independent director, of negligence or misconduct, or, if Indemnitee is an independent director, of gross negligence or willful misconduct; and (iv) such indemnification is recoverable only out of the Company’s net assets and not from the Company’s stockholders; (b) For any loss or liability arising from an alleged violation of federal or state securities laws unless one or more of the following conditions are met: (i) there has been a successful adjudication on the merits of each count involving alleged material securities law violations as to Indemnitee; (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to Indemnitee; or (iii) a court of competent jurisdiction approves a settlement of the claims against Indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the positions of the Securities and Exchange Commission and of the published position of any state securities regulatory authority in which securities of the Company were offered or sold as to indemnification for violations of securities laws; or (c) For any loss or liability in connection with a Proceeding if (ix) the Proceeding is one by or in the right of the Company and Indemnitee is adjudged to be liable to the Company or (iiy) Indemnitee is adjudged to be liable on the basis that personal benefit was improperly received in a Proceeding charging improper personal benefit to Indemnitee, whether or not involving action in Indemnitee’s official capacity. The limitations of this Section 11 will be applicable only if, if and for so long as, as the charter of the Company requires such limitations.

Certain Limitations on Indemnification. Notwithstanding any other provision of this Agreement (other than Section 4Sections 4 and 6), Indemnitee shall not be entitled to indemnification: (a) For any liability or loss suffered by him or her nor shall he or she be held harmless for any loss or liability suffered by the Company, unless the following conditions are met: (i) Indemnitee has determined, in good faith, that the course of conduct that caused the loss or liability was in the best interests of the Company; (ii) Indemnitee was acting on behalf of or performing services for the Company; (iii) such liability or loss was not the result, if Indemnitee is not an independent director, of negligence or misconduct, or, if Indemnitee is an independent director, of gross negligence or willful misconduct; and (iv) such indemnification is recoverable only out of the Company’s net assets and not from the Company’s stockholders; (b) For any loss or liability arising from an alleged violation of federal or state securities laws unless one or more of the following conditions are met: (i) there has been a successful adjudication on the merits of each count involving alleged material securities law violations as to Indemnitee; (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to Indemnitee; or (iii) a court of competent jurisdiction approves a settlement of the claims against Indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the positions of the Securities and Exchange Commission and of the published position of any state securities regulatory authority in which securities of the Company were offered or sold as to indemnification for violations of securities laws; or (c) For any loss or liability in connection with a Proceeding if (i) the Proceeding is one by or in the right of the Company and Indemnitee is adjudged to be liable to the Company or (ii) Indemnitee is adjudged to be liable on the basis that personal benefit was improperly received in a Proceeding charging improper personal benefit to Indemnitee, whether or not involving action in Indemnitee’s official capacity. The limitations of this Section 11 will be applicable only if, and for so long as, the charter of the Company requires such limitations.