Certain Limits on Indemnification. Notwithstanding any other provision of this Agreement (other than Section 6), Indemnitee may not be indemnified: (a) if the proceeding was one by or in the right of the Company and the Indemnitee is adjudged to be liable to the Company; or (b) if the Indemnitee is adjudged to be liable on the basis that personal benefit was improperly received in any Proceeding charging improper personal benefit to the Indemnitee, whether or not involving action in the Indemnitee’s official capacity.
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Samples: Indemnification Agreement (Host Hotels & Resorts, Inc.), Indemnification Agreement (Host Hotels & Resorts L.P.)
Certain Limits on Indemnification. Notwithstanding any other provision of this Agreement (other than Section 67), Indemnitee may not be indemnified:
(ai) if the proceeding Proceeding was one by or in the right of the Company and the Indemnitee is adjudged to be liable to the Company; or
(bii) if the Indemnitee is adjudged to be liable on the basis that personal benefit was improperly received in any Proceeding charging improper personal benefit to the Indemnitee, whether or not involving action in the Indemnitee’s 's official capacity.
Appears in 1 contract
Certain Limits on Indemnification. Notwithstanding any other provision of this Agreement (other than Section 6), Indemnitee may not be indemnified:
(a) if the proceeding Proceeding was one by or in the right of the Company and the Indemnitee is adjudged to be liable to the Company; or
(b) if the Indemnitee is adjudged to be liable on the basis that personal benefit was improperly received in any Proceeding charging improper personal benefit to the Indemnitee, whether or not involving action in the Indemnitee’s official capacity.
Appears in 1 contract
Samples: Indemnification Agreement (National Retail Properties, Inc.)
