Common use of Exception to Right of Indemnification or Advance of Expenses Clause in Contracts

Exception to Right of Indemnification or Advance of Expenses. Notwithstanding any other provision of this Agreement, Indemnitee shall not be entitled to indemnification or advance of Expenses under this Agreement with respect to any Proceeding brought by Indemnitee, unless (a) the Proceeding is brought to enforce indemnification under this Agreement or otherwise or (b) the Company’s Bylaws, the Charter, a resolution of the shareholders entitled to vote generally in the election of directors or of the Board of Directors or an agreement approved by the Board of Directors to which the Company is a party expressly provide otherwise. In addition, notwithstanding any other provision of this Agreement, Indemnitee shall not be entitled to indemnification or advance of Expenses under this Agreement to the extent such indemnification or advance of Expenses would conflict with any provision of the Company’s Bylaws or the Charter.

Exception to Right of Indemnification or Advance of Expenses. Notwithstanding any other provision of this Agreement, Indemnitee shall not be entitled to indemnification or advance of Expenses under this Agreement with respect to any Proceeding brought by Indemnitee or any member of a Schedule 13D Group, Affiliate, Associate or Representative or by a third party at the behest of any of the aforementioned (provided that the foregoing shall not limit or otherwise affect Indemnitee's rights to indemnification or advance of Expenses in connection with any defenses or counterclaims asserted by Indemnitee in any Proceeding), unless (a) the Proceeding is brought to enforce indemnification under this Agreement or otherwise or (b) the Company’s 's Bylaws, as amended, the Charter, a resolution of the shareholders stockholders entitled to vote generally in the election of directors or of the Board of Directors or an agreement approved by the Board of Directors to which the Company is a party expressly provide otherwise. In addition, notwithstanding any other provision of this Agreement, Indemnitee shall not be entitled to indemnification or advance of Expenses under this Agreement to the extent such indemnification or advance of Expenses would conflict with any provision of the Company’s Bylaws or the Charter.