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

Exception to Right of Indemnification or Advancement of Expenses. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee: (a) for which payment has actually been received by or on behalf of Indemnitee under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount actually received under any insurance policy or other indemnity provision; or (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law; (c) except as otherwise provided in Sections 10(d) - (f) hereof, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law; (d) for reimbursement to the Company of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Company, in each case as required under the Exchange Act; or (e) in connection with proceedings or claims involving the enforcement of non-compete and/or non-disclosure agreements or the non-compete and/or non-disclosure provisions of employment, severance, consulting or similar agreements the Indemnitee may be a party to with the Company, or any subsidiary of the Company.

Exception to Right of Indemnification or Advancement of Expenses. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee: (a) for which payment has actually been received by or on behalf of Indemnitee under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount actually received under any insurance policy or other indemnity provision; or (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law;; or (c) except as otherwise provided in Sections 10(d) - (f) hereof, prior to a Change in Control, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board of Directors of the Company authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law; (d) for reimbursement to the Company of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Company, in each case as required under the Exchange Act; or (e) in connection with proceedings or claims involving the enforcement of non-compete and/or non-disclosure agreements or the non-compete and/or non-disclosure provisions of employment, severance, consulting or similar agreements the Indemnitee may be a party to with the Company, or any subsidiary of the Company.

Exception to Right of Indemnification or Advancement of Expenses. Notwithstanding any provision (a) Except as otherwise provided specifically in this Agreement, the Company Indemnitee shall not be obligated entitled to indemnification or advancement of Expenses under this Agreement to make any indemnity in connection with any claim made against Indemniteerespect to: (ai) any Proceeding, or any claim herein, brought or made by Indemnitee against the Corporation; (ii) amounts payable by Indemnitee to the Corporation or any Affiliate in satisfaction of any judgment or settlement in the Corporation’s or such Affiliate’s favor (except amounts for which payment has actually been received by or on behalf of Indemnitee under any insurance policy or other indemnity provision, except with respect shall be entitled to any excess beyond the amount actually received under any insurance policy or other indemnity provision; orindemnification pursuant to section 5); (biii) for an accounting amounts payable on account of profits made from realized by Indemnitee in the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company Corporation or any Affiliate within the meaning of Section 16(b) of the Securities Exchange Act or similar provisions of state statutory law or common law1934, as amended; (civ) except Expenses in connection with which Indemnitee is not entitled to indemnification as a matter of law or public policy; or (v) Expenses to the extent Indemnitee is indemnified by the Corporation otherwise than pursuant to this Agreement, including any Expenses for which payment is made to Indemnitee under an insurance policy or as otherwise provided pursuant to paragraph 13(c). (b) Anything in Sections 10(d) - (f) hereofthis Agreement to the contrary notwithstanding, Indemnitee shall not be entitled to indemnification or advancement of Expenses under this Agreement in connection with any Proceeding (or any part of any Proceeding) claim initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless unless: (i) the Corporation has joined in or the Board has authorized the Proceeding (or consented to any part of any Proceeding) prior to its initiation or such claim or (ii) the Company provides the indemnification, in its sole discretion, pursuant claim is one to the powers vested in the Company enforce Indemnitee’s rights under applicable law; (d) for reimbursement to the Company of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Company, in each case as required under the Exchange Act; or (e) in connection with proceedings or claims involving the enforcement of non-compete and/or non-disclosure agreements or the non-compete and/or non-disclosure provisions of employment, severance, consulting or similar agreements the Indemnitee may be a party to with the Company, or any subsidiary of the Companythis Agreement.

Exception to Right of Indemnification or Advancement of Expenses. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee: : (a) for which payment has actually been received by or on behalf of Indemnitee under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount actually received under any insurance policy or other indemnity provision; or or (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law; ; (c) except as otherwise provided in Sections 10(d) - (f) hereof, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law; ; (d) for reimbursement to the Company of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Company, in each case as required under the Exchange Act; or or (e) in connection with proceedings or claims involving the enforcement of non-compete and/or non-disclosure agreements or the non-compete and/or non-disclosure provisions of employment, severance, consulting or similar agreements the Indemnitee may be a party to with the Company, or any subsidiary of the Company.

Exception to Right of Indemnification or Advancement of Expenses. (a) Notwithstanding any other provision in of this Agreement, the Company Indemnitee shall not be obligated entitled to indemnification or advancement of Expenses under this Agreement to make any indemnity in connection with any claim made against Indemnitee: (a) for which payment has actually been received by or on behalf of Indemnitee under any insurance policy or other indemnity provision, except with respect to any excess beyond Proceeding, or any claim, issue or matter therein, brought or made by the amount actually received Indemnitee against: (i) the Company, except for (x) any claim or Proceeding in respect of this Agreement and/or the Indemnitee’s rights hereunder, (y) any claim or Proceeding to establish or enforce a right to indemnification under (A) any insurance policy statute or law, (B) any other indemnity provisionagreement with the Company or (C) the Company’s Certificate of Incorporation or Bylaws as now or hereafter in effect and (z) any counter-claim or cross-claim brought or made by him against the Company in any Proceeding brought by or in the right of the Company against him; or (ii) any other Person, except for Proceedings or claims approved by the Board. (b) In the event that a claim for an accounting indemnification against liabilities arising under the Securities Act of profits made from 1933, as amended (the purchase and sale “Securities Act”) (or sale and purchase) other than the payment by Indemnitee of securities of the Company within of Expenses incurred or paid by the meaning of Section 16(b) of Indemnitee in the Exchange Act or similar provisions of state statutory law or common law; (c) except as otherwise provided in Sections 10(d) - (f) hereof, in connection with any Proceeding (or any part successful defense of any Proceeding) initiated is asserted by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by the Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law; (d) for reimbursement to the Company of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Company, in each case as required under the Exchange Act; or (e) in connection with proceedings or claims involving securities being registered under the enforcement Securities Act, the Company shall, unless in the opinion of non-compete and/or non-disclosure agreements or its counsel the non-compete and/or non-disclosure provisions matter has been settled by controlling precedent, submit to a court of employment, severance, consulting or similar agreements competent jurisdiction the Indemnitee may question whether such indemnification by it is against public policy as expressed in the Securities Act and the parties hereto shall be a party to with governed by the Company, or any subsidiary final adjudication of the Companysuch issue.

Exception to Right of Indemnification or Advancement of Expenses. Notwithstanding any provision (a) Except as otherwise provided specifically in this Agreement, the Company Indemnitee shall not be obligated entitled to indemnification or advancement of Expenses under this Agreement to make any indemnity in connection with any claim made against Indemniteerespect to: (ai) any Proceeding, or any claim herein, brought or made by Indemnitee against the Corporation; (ii) amounts payable by Indemnitee to the Corporation or any Affiliate in satisfaction of any judgment or settlement in the Corporation's or such Affiliate's favor (except amounts for which payment has actually been received by or on behalf of Indemnitee under any insurance policy or other indemnity provision, except with respect you shall be entitled to any excess beyond the amount actually received under any insurance policy or other indemnity provision; orindemnification pursuant to section 5); (biii) for an accounting amounts payable on account of profits made from realized by you in the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company Corporation or any Affiliate within the meaning of Section 16(b) of the Securities Exchange Act or similar provisions of state statutory law or common law1934, as amended; (civ) except Expenses in connection with which Indemnitee is not entitled to indemnification as a matter of law or public policy; or (v) Expenses to the extent you are indemnified by the Corporation otherwise than pursuant to this Agreement, including any Expenses for which payment is made to you under an insurance policy or as otherwise provided pursuant to paragraph 13(c). (b) Anything in Sections 10(d) - (f) hereofthis Agreement to the contrary notwithstanding, Indemnitee shall not be entitled to indemnification or advancement of Expenses under this Agreement in connection with any Proceeding (or any part of any Proceeding) claim initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless unless: (i) the Corporation has joined in or the Board has authorized the Proceeding (or consented to any part of any Proceeding) prior to its initiation or such claim or (ii) the Company provides the indemnification, in its sole discretion, pursuant claim is one to the powers vested in the Company enforce Indemnitee's rights under applicable law; (d) for reimbursement to the Company of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Company, in each case as required under the Exchange Act; or (e) in connection with proceedings or claims involving the enforcement of non-compete and/or non-disclosure agreements or the non-compete and/or non-disclosure provisions of employment, severance, consulting or similar agreements the Indemnitee may be a party to with the Company, or any subsidiary of the Companythis Agreement.

Exception to Right of Indemnification or Advancement of Expenses. (a) Notwithstanding any other provision in of this Agreement, the Company Indemnitee shall not be obligated entitled to indemnification or advancement of Expenses under this Agreement to make any indemnity in connection with any claim made against Indemnitee: (a) for which payment has actually been received by or on behalf of Indemnitee under any insurance policy or other indemnity provision, except with respect to any excess beyond Proceeding, or any claim, issue or matter therein, brought or made: (i) by the amount actually received Indemnitee against the Company, except for (x) any claim or Proceeding in respect of this Agreement and/or the Indemnitee’s rights hereunder, (y) any claim or Proceeding to establish or enforce a right to indemnification under (A) any insurance policy statute or law, (B) any other indemnity provisionagreement with the Company or (C) the Certificate of Incorporation or the Bylaws as now or hereafter in effect and (z) any counter-claim or cross-claim brought or made by the Indemnitee against the Company in any Proceeding brought by or in the right of the Company against the Indemnitee; (ii) by the Indemnitee against any other Person, except for Proceedings or claims approved by the Board; or (biii) against the Indemnitee for an accounting of profits made from the purchase and sale (or sale and purchase) by the Indemnitee of securities of the Company or Another Enterprise within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law;. (cb) except In the event that a claim for indemnification against liabilities arising under the Securities Act of 1933, as otherwise provided amended (the “Securities Act”) (other than the payment by the Company of Expenses incurred or paid by the Indemnitee in Sections 10(d) - (f) hereof, in connection with any Proceeding (or any part the successful defense of any Proceeding) initiated is asserted by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by the Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law; (d) for reimbursement to the Company of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Company, in each case as required under the Exchange Act; or (e) in connection with proceedings or claims involving securities being registered under the enforcement Securities Act, the Company shall, unless in the opinion of non-compete and/or non-disclosure agreements or its counsel the non-compete and/or non-disclosure provisions matter has been settled by controlling precedent, submit to a court of employment, severance, consulting or similar agreements competent jurisdiction the Indemnitee may question whether such indemnification by it is against public policy as expressed in the Securities Act and the parties hereto shall be a party to with governed by the Company, or any subsidiary final adjudication of the Companysuch issue.

Exception to Right of Indemnification or Advancement of Expenses. Notwithstanding any provision (a) Except as otherwise provided specifically in this Agreement, the Company Indemnitee shall not be obligated entitled to indemnification or advancement of Expenses under this Agreement to make any indemnity in connection with any claim made against Indemniteerespect to: (ai) any Proceeding, or any claim herein, brought or made by Indemnitee against the Corporation; (ii) amounts payable by Indemnitee to the Corporation or any Affiliate in satisfaction of any judgment or settlement in the Corporation’s or such Affiliate’s favor (except amounts for which payment has actually been received by or on behalf of Indemnitee under any insurance policy or other indemnity provision, except with respect you shall be entitled to any excess beyond the amount actually received under any insurance policy or other indemnity provision; orindemnification pursuant to section 5); (biii) for an accounting amounts payable on account of profits made from realized by you in the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company Corporation or any Affiliate within the meaning of Section 16(b) of the Securities Exchange Act or similar provisions of state statutory law or common law1934, as amended; (civ) except Expenses in connection with which Indemnitee is not entitled to indemnification as a matter of law or public policy; or (v) Expenses to the extent you are indemnified by the Corporation otherwise than pursuant to this Agreement, including any Expenses for which payment is made to you under an insurance policy or as otherwise provided pursuant to paragraph 13(c). (b) Anything in Sections 10(d) - (f) hereofthis Agreement to the contrary notwithstanding, Indemnitee shall not be entitled to indemnification or advancement of Expenses under this Agreement in connection with any Proceeding (or any part of any Proceeding) claim initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless unless: (i) the Corporation has joined in or the Board has authorized the Proceeding (or consented to any part of any Proceeding) prior to its initiation or such claim or (ii) the Company provides the indemnification, in its sole discretion, pursuant claim is one to the powers vested in the Company enforce Indemnitee’s rights under applicable law; (d) for reimbursement to the Company of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Company, in each case as required under the Exchange Act; or (e) in connection with proceedings or claims involving the enforcement of non-compete and/or non-disclosure agreements or the non-compete and/or non-disclosure provisions of employment, severance, consulting or similar agreements the Indemnitee may be a party to with the Company, or any subsidiary of the Companythis Agreement.

Exception to Right of Indemnification or Advancement of Expenses. Notwithstanding any other provision in of this AgreementDeed, the Company Indemnitee shall not be obligated entitled to indemnification or advancement of Expenses under this Agreement to make any indemnity in connection Deed with any claim made against Indemniteerespect of: (a) for which payment has actually been received by or on behalf any liability of the Indemnitee under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount actually received under any insurance policy or other indemnity provisionpay: (i) a fine imposed in criminal proceedings; or (ii) a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature (however arising); (b) for an accounting of profits made from any liability incurred by the purchase and sale Indemnitee: (or sale and purchasei) in defending any criminal proceedings in which he is convicted; (ii) in defending any civil proceedings brought by Indemnitee of securities of the Company within or an Associated Company in which judgment is given against him; or (iii) in connection with any application under Section 661(3) or (4) CA 2006 or Section 1157 CA 2006 in which the meaning court refuses to grant the Director relief, and references to a conviction, judgment or refusal of relief are to the final decision in the proceedings which shall be determined in accordance with Section 16(b234(5) of the Exchange Act or similar provisions of state statutory law or common lawCA2006; (c) except as otherwise provided in Sections 10(d) - (f) hereof, in connection with any Proceeding (or any part of any Proceeding) initiated claim therein, brought or made by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by the Indemnitee against the Company or its directorsRowan Delaware, officers, employees or other indemnitees, unless except for (i) any claim or Proceeding in respect of this Deed and/or the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation or Indemnitee’s rights hereunder, (ii) any claim or Proceeding to establish or enforce a right to indemnification under (A) any statute or law, (B) any other agreement with the Company provides or (C) the indemnification, Company’s Articles of Association as now or hereafter in its sole discretion, pursuant to effect and (iii) any counter-claim or cross-claim brought or made by him against the powers vested Company or Rowan Delaware in any Proceeding brought by or in the right of the Company under applicable law;or Rowan Delaware against him; and (d) any Proceeding or any claim therein, brought or made by the Indemnitee against any other Person, except for reimbursement to the Company of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Company, in each case as required under the Exchange Act; or (e) in connection with proceedings Proceedings or claims involving approved by the enforcement of non-compete and/or non-disclosure agreements or the non-compete and/or non-disclosure provisions of employment, severance, consulting or similar agreements the Indemnitee may be a party to with the Company, or any subsidiary of the CompanyBoard.

Exception to Right of Indemnification or Advancement of Expenses. Notwithstanding any provision in other provisions of this Agreement, the Company Indemnitee shall not be obligated entitled to indemnification or advancement of Expenses under this Agreement with respect to make any indemnity in connection with any claim made against IndemniteeProceeding: (a) for which payment has actually been received by or on behalf of Indemnitee under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount actually received under any insurance policy or other indemnity provision; or (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law; (c) except as otherwise provided in Sections 10(d) - (f) hereof, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by such Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board of Directors of the Company authorized the Proceeding (or any part of any Proceeding) prior to its initiation or initiation; (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law;; or (iii) as with respect to a proceeding commenced pursuant to paragraph 11(a); or (db) for reimbursement which payment has actually been made to or on behalf of Indemnitee under any insurance policy purchased by the Company (but not pursuant to an insurance policy purchased and maintained by Indemnitee at his or her own expense) or otherwise by or on behalf of the Company, except with respect to any excess beyond the amount paid under such insurance policy purchased by the Company or otherwise by or on behalf of the Company; or (c) in which the Company has reasonably determined that Indemnitee clearly violated Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law, and will be required to disgorge profits to the Company Company. Notwithstanding anything to the contrary stated or implied in this Section 12(c), indemnification pursuant to this Agreement relating to any Proceeding against Indemnitee for an accounting of any bonus profits made from the purchase or other incentive-based or equity-based compensation or of any profits realized sale by Indemnitee from the sale of securities of the Company, in each case as required under Company pursuant to the provisions of Section 16(b) of the Exchange Act; or (e) in connection with proceedings Act or claims involving the enforcement of non-compete and/or non-disclosure agreements or the non-compete and/or non-disclosure similar provisions of employmentany federal, severance, consulting state or local laws shall not be prohibited if Indemnitee ultimately establishes in any Proceeding that no recovery of such profits from Indemnitee is permitted under Section 16(b) of the Exchange Act or similar agreements the Indemnitee may be a party to with the Companyprovisions of any federal, state or any subsidiary of the Companylocal laws.

Exception to Right of Indemnification or Advancement of Expenses. Notwithstanding any other provision in of this AgreementAgreement to the contrary, the Company Indemnitee shall not be obligated entitled to indemnification or advancement of Expenses under this Agreement to make any indemnity in connection with any claim made against Indemnitee: (a) for which payment has actually been received by or on behalf of Indemnitee under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount actually received under any insurance policy or other indemnity provision; or (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law; (c) except as otherwise provided in Sections 10(d) - (f) hereofProceeding, in connection with any Proceeding (or any part of any Proceeding) initiated claim herein, brought or made by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee him against the Company Corporation or its directors, officers, employees or other indemnitees, indemnitees (other than any claims to enforce Indemnitee’s rights under this Agreement) unless (i) the Board of Directors authorized the Proceeding (or any part of any Proceeding) prior to its initiation or initiation, (ii) such proceeding arises in connection with any counterclaim that the Company Corporation or its directors, officers, employees or other indemnitees assert against Indemnitee or any affirmative defense that the Corporation or its directors, officers, employees or other indemnitees raise, which, by any doctrine of issue or claim preclusion, could result in liability to Indemnitee, or (iii) the Corporation provides the indemnificationindemnification or advancement of expenses, in its sole discretion, pursuant to the powers vested in the Company Corporation under applicable law; , (db) for reimbursement to the Company disgorgement of any bonus or other incentive-based or equity-based compensation or of any profits realized arising from the purchase and sale by Indemnitee from the sale of securities of the CompanyCorporation in violation of Section 16(b) of the Act, in each case as required under the Exchange Act; or (e) in connection with proceedings amended, or claims involving the enforcement of non-compete and/or non-disclosure agreements or the non-compete and/or non-disclosure similar provisions of employmentstate statutory law or common law, severance, consulting or similar agreements (c) the payment to the Corporation of profits arising from the purchase and sale by the Indemnitee may be a party to with of securities in violation of Section 306 of the CompanySxxxxxxx-Xxxxx Act of 2002, or any subsidiary (d) if a final decision by a court of the Companycompetent jurisdiction determines that such indemnification is prohibited by applicable law.

Exception to Right of Indemnification or Advancement of Expenses. Notwithstanding any other provision in of this Agreement, the Company Indemnitee shall not be obligated entitled to indemnification or advancement of Expenses under this Agreement with respect to make any indemnity in connection with Proceeding, or any claim made against Indemniteetherein: (a) brought or made by the Indemnitee against the Company, except for (i) any claim or Proceeding in respect of this Agreement and/or the Indemnitee’s rights hereunder, (ii) any claim or Proceeding to establish or enforce a right to indemnification under any statute or law, other agreement with the Company or the Certificate or the Bylaws as now or hereafter in effect, and (iii) any counter-claim or cross-claim brought or made by the Indemnitee against the Company in any Proceeding brought by or in the right of the Company against the Indemnitee; (b) brought or made by the Indemnitee against any other Person (including the Company’s directors, officers, employees, agents or other indemnitees), except for Proceedings or claims approved by the Board; (c) for which payment has actually been received by made to or on behalf of Indemnitee under any statute, insurance policy, indemnity provision, vote or otherwise, except with respect to (i) any excess beyond the amount paid under any insurance policy or other indemnity provision, except (ii) with respect to any excess beyond insurance policy to the extent paid for by the Indemnitee, any increase in premiums resulting from the amount paid under such policy or (iii) with respect to any payments the Indemnitee actually received for such amounts under any insurance policy contract, agreement or other indemnity provision; orotherwise; (bd) for an accounting accounting, disgorgement or return of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of federal, state or local statutory law or common law;, if Indemnitee is held liable therefor (including pursuant to any settlement arrangements); or (ce) except as otherwise provided in Sections 10(d) - (f) hereof, in connection with for any Proceeding (or any part reimbursement of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated the Company by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law; (d) for reimbursement to the Company of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Company, as required in each case as required under the Securities Exchange Act of 1934, as amended (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act; or (e) in connection with proceedings or claims involving the enforcement of non-compete and/or non-disclosure agreements ”), or the non-compete and/or non-disclosure provisions payment to the Company of employment, severance, consulting or similar agreements profits arising from the purchase and sale by Indemnitee may be a party to with the Company, or any subsidiary of securities in violation of Section 306 of the CompanyXxxxxxxx-Xxxxx Act), if Indemnitee is held liable therefor (including pursuant to any settlement arrangements).