Common use of Conflict with Other Provisions Clause in Contracts

Conflict with Other Provisions. Except as provided in Article 3 or with the approval of shareholders as described in Section 2.4(b), this Agreement shall not obligate KCD to indemnify or advance expenses to or on behalf of Director in any circumstances where it reasonably appears to KCD that: a. It would be inconsistent with a provision of KCD's Articles of Incorporation, Bylaws, a resolution of shareholders, or an agreement in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred of other amounts were paid, which prohibits or otherwise permits indemnification; or b. It would be inconsistent with any condition expressly imposed by a court in approving a settlement.