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

Exception to Right of Indemnification or Advancement of Expenses. (a) Notwithstanding any other provision of this Agreement, Indemnitee shall not be entitled to indemnification or advancement of Expenses under this Agreement with respect to any Proceeding brought by Indemnitee (other than a proceeding under Section 7(a) of this Agreement), unless the Trust’s governing documents, a resolution of the shareholders entitled to vote generally in the election of Trustees or of the Board or an agreement approved by the Board to which the Trust is a party expressly provide otherwise. (b) Notwithstanding any other provision of this Agreement, the Trust shall not be liable to indemnify Indemnitee against any liability to the Trust or its shareholders to which Indemnitee otherwise would be subject by reason of such Indemnitee’s Disabling Conduct.

Exception to Right of Indemnification or Advancement of Expenses. (a) Notwithstanding any other provision of this Agreement, Indemnitee shall not be entitled to indemnification or advancement of Expenses under this Agreement with respect to any Proceeding brought by Indemnitee (other than a proceeding under Section 7(a) of this Agreement), unless the TrustCompany’s governing documentscharter or By-laws, a resolution of the shareholders entitled to vote generally in the election of Trustees Directors or of the Board or an agreement approved by the Board to which the Trust Company is a party expressly provide otherwise. (b) Notwithstanding any other provision of this Agreement, the Trust Company shall not be liable to indemnify Indemnitee against any liability to the Trust Company or its shareholders to which Indemnitee otherwise would be subject by reason of such Indemnitee’s Disabling Conduct.

Exception to Right of Indemnification or Advancement of Expenses. (a) Notwithstanding any other provision of this Agreement, Indemnitee shall not be entitled to indemnification or advancement of Expenses under this Agreement with respect to any Proceeding brought by Indemnitee (other than a proceeding under Section 7(a) of this Agreement), unless the Trust’s governing documents, a resolution of the shareholders entitled to vote generally in the election of Trustees or of the Board or an agreement approved by the Board to which the Trust is a party expressly provide otherwise.. Information Classification: Limited Access (b) Notwithstanding any other provision of this Agreement, the Trust shall not be liable to indemnify Indemnitee against any liability to the Trust or its shareholders to which Indemnitee otherwise would be subject by reason of such Indemnitee’s Disabling Conduct.