Common use of Exception to Right of Indemnification Clause in Contracts

Exception to Right of Indemnification. Notwithstanding any other provision of this Agreement, Indemnitee shall not be entitled to indemnification under this Agreement with respect to any Proceeding brought by Indemnitee, or any claim therein, unless (a) the bringing of such Proceeding or making of such claim shall have been approved by the Board or (b) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement. The Company shall not be obligated to indemnify Indemnitee against amounts paid in settlement of a Proceeding against Indemnitee if the settlement is effected by Indemnitee without the Company’s prior written consent, which consent shall not be unreasonably withheld, unless the settlement solely involves the payment of money or performance of any obligation by persons other than the Company and includes an unconditional release of the Company by all relevant parties from all liability on any matters that are the subject of such Proceeding and an acknowledgment that the Company denies all wrongdoing in connection with such matters. The Company shall not, without the prior written consent of Indemnitee, which consent shall not be unreasonably withheld, effect any settlement of any Proceeding against Indemnitee or which could have been brought against Indemnitee or which potentially or actually imposes any cost, liability, exposure or burden on Indemnitee, unless the settlement solely involves the payment of money or performance of any obligation by persons other than Indemnitee and includes an unconditional release of Indemnitee by all relevant parties from all liability on any matters that are the subject of such Proceeding and an acknowledgment that Indemnitee denies all wrongdoing in connection with such matters.

Exception to Right of Indemnification. Notwithstanding any other provision of this Agreement, Indemnitee shall not be entitled to indemnification under this Agreement with respect to any Proceeding brought by Indemnitee, or any claim therein, unless (a) the bringing of such Proceeding or making of such claim shall have been approved by the Board or (b) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement. The Company shall not be obligated to indemnify Indemnitee against amounts paid in settlement of a Proceeding against Indemnitee if the such settlement is effected by Indemnitee without the Company’s prior written consent, which consent shall not be unreasonably withheld, unless the such settlement solely involves the payment of money or performance of any obligation by persons other than the Company and includes an unconditional release of the Company by all relevant parties from all liability on any matters that are the subject of such Proceeding and an acknowledgment that the Company denies all wrongdoing in connection with such matters. The Company shall not, without the prior written consent of Indemnitee, which consent shall not be unreasonably withheld, effect any settlement of any Proceeding against Indemnitee or which could have been brought against Indemnitee or which potentially or actually imposes any cost, liability, exposure or burden on Indemnitee, unless the such settlement solely involves the payment of money or performance of any obligation by persons other than Indemnitee and includes an unconditional release of Indemnitee by all relevant parties from all liability on any matters that are the subject of such Proceeding and an acknowledgment that Indemnitee denies all wrongdoing in connection with such matters.

Exception to Right of Indemnification. Notwithstanding any other provision of in this Agreement, Indemnitee shall not be entitled to indemnification under this Agreement with respect to any Proceeding brought by Indemnitee, or any claim therein, unless (a) the bringing of such Proceeding or making of such claim shall have been approved by the Board or (b) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement. The Company shall not be obligated under this Agreement to indemnify make any indemnity in connection with any claim made against Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee against amounts under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision[, provided, that the foregoing shall not affect the rights of Indemnitee or the Fund Indemnitors set forth in settlement Section 8(c) above]7; (b) for an accounting of a Proceeding against Indemnitee if profits made from the settlement is effected purchase and sale (or sale and purchase) by Indemnitee without the Company’s prior written consent, which consent shall not be unreasonably withheld, unless the settlement solely involves the payment of money or performance of any obligation by persons other than the Company and includes an unconditional release securities of the Company by all relevant parties from all liability on any matters that are within the subject meaning of such Proceeding and an acknowledgment that Section 16(b) of the Company denies all wrongdoing Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; or (c) in connection with such matters. The Company shall not, without the prior written consent any Proceeding (or any part of any Proceeding) initiated by Indemnitee, which consent shall not be unreasonably withheld, effect including any settlement Proceeding (or any part of any Proceeding Proceeding) initiated by Indemnitee against Indemnitee the Company or which could have been brought against Indemnitee its directors, officers, employees or which potentially or actually imposes any cost, liability, exposure or burden on Indemniteeother indemnitees, unless (i) the settlement solely involves Board authorized the payment of money Proceeding (or performance any part of any obligation by persons 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. 4 This should be included if the Indemnitee is affiliated with a fund or other than entity that provides indemnification to the Indemnitee. 5 This should be included if the Indemnitee and includes an unconditional release of is affiliated with a fund or other entity that provides indemnification to the Indemnitee. 6 This should be included if the Indemnitee by all relevant parties from all liability on any matters is affiliated with a fund or other entity that are provides indemnification to the subject of such Proceeding and an acknowledgment Indemnitee. 7 This should be included if the Indemnitee is affiliated with a fund or other entity that Indemnitee denies all wrongdoing in connection with such mattersprovides indemnification to the Indemnitee.

Exception to Right of Indemnification. Notwithstanding any other provision of in this Agreement, Indemnitee shall not be entitled to indemnification under this Agreement with respect to any Proceeding brought by Indemnitee, or any claim therein, unless (a) the bringing of such Proceeding or making of such claim shall have been approved by the Board or (b) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement. The Company shall not be obligated under this Agreement to indemnify make any indemnity in connection with any claim made against Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision, provided, that the foregoing shall not affect the rights of Indemnitee or the Fund Indemnitors set forth in Section 8(c) above; 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 Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; or (c) 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; or (d) for any amounts paid in settlement of a any Proceeding against Indemnitee if (or any part of any Proceeding) unless the settlement is effected by Indemnitee without the Company’s prior written consentCompany consents in advance in writing to such settlement, which consent shall not be unreasonably withheld; or (e) if a final decision by a court having jurisdiction in the matter shall determine that such indemnification is not lawful. In this respect, unless the settlement solely involves the payment of money or performance of any obligation by persons other than the Company and includes an unconditional release of Indemnitees have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; or (f) if a final decision by a court having jurisdiction in the matter shall determine that Indemnitee has committed fraud on the Company by all relevant parties from all liability on any matters that are the subject of such Proceeding and an acknowledgment that the Company denies all wrongdoing or Indemnitee has not acted in connection with such matters. The Company shall not, without the prior written consent of Indemnitee, which consent shall not be unreasonably withheld, effect any settlement of any Proceeding against Indemnitee or which could have been brought against Indemnitee or which potentially or actually imposes any cost, liability, exposure or burden on Indemnitee, unless the settlement solely involves the payment of money or performance of any obligation by persons other than Indemnitee and includes an unconditional release of Indemnitee by all relevant parties from all liability on any matters that are the subject of such Proceeding and an acknowledgment that Indemnitee denies all wrongdoing in connection with such mattersgood faith.