Common use of Exception to Right of Indemnification Clause in Contracts

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity or advancement of Expenses 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; or (b) except for counterclaims asserted by Indemnitee, 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, (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law, (iii) the Proceeding is to enforce this Agreement pursuant to Section 5(d) or 5(e).

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity or advancement of Expenses 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 provisionpolicy, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provisionpolicy; or (b) except for counterclaims asserted by Indemnitee, in 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 employees, or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law, (iii) the Proceeding is was initiated to establish or enforce a right to indemnification under this Agreement pursuant to Section 5(dAgreement, any other agreement or insurance policy, or under the Charter or the Bylaws, or (iv) or 5(e)as otherwise required under the laws of the State of Delaware.

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity or advancement of Expenses in connection with any claim made against Indemnitee: (a) for which payment has actually been an accounting of profits made to from the purchase and sale (or on behalf sale and purchase) by Indemnitee of Indemnitee under any insurance policy securities of the Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy similar provisions of state statutory law or other indemnity provisioncommon law; or (b) except for counterclaims asserted by Indemnitee, 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, initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law, (iii) the Proceeding is to enforce this Agreement pursuant to Section 5(d) or 5(e).

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity or advancement of Expenses 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; or (b) except for counterclaims asserted by Indemnitee, 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, (iii) the Proceeding is to enforce this Agreement pursuant to Section 5(d) or 5(e).

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity or advancement of Expenses 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; or (b) except for counterclaims asserted by Indemnitee, 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 such part of any Proceeding) prior to its initiation, (ii) such Proceeding is being brought by the Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement, or (iii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law. Additionally, (iii) the Proceeding is Company shall not be obligated to enforce make any indemnity under this Agreement pursuant to Section 5(d) or 5(e)the extent prohibited by applicable law.

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity or advancement of Expenses in connection with any claim made against Indemnitee:Indemnitee (including advancement of Expenses): (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; or (b) except for counterclaims asserted by Indemnitee, 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, (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law, or (iii) the it is a Proceeding is initiated by Indemnitee to enforce rights under this Agreement pursuant to Section 5(d) or 5(e)Agreement.

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity or advancement of Expenses in connection with any claim made against Indemnitee: (a) for which payment has actually been an accounting of profits made to from the purchase and sale (or on behalf sale and purchase) by Indemnitee of Indemnitee under any insurance policy securities of the Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy similar provisions of state statutory law or other indemnity provisioncommon law; or (b) except for counterclaims asserted by Indemnitee, 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, initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law, (iii) the Proceeding is to enforce this Agreement pursuant to Section 5(d) or 5(e).

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity or advancement of Expenses 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; or (b) except for counterclaims asserted by Indemnitee, 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 such part of any Proceeding) prior to its initiation, (ii) such Proceeding is being brought by the Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement or (iii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law. Additionally, (iii) the Proceeding is Company shall not be obligated to enforce make any indemnity under this Agreement pursuant to Section 5(d) or 5(e)the extent prohibited by applicable law.

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity or advancement of Expenses 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 provisionpolicy, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provisionpolicy; or (b) except for counterclaims asserted by Indemnitee, 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 employees, or other indemnitees’, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law, (iii) the Proceeding is proceeding was initiated to establish or enforce a right to indemnification under this Agreement pursuant to Section 5(dAgreement, any other agreement or insurance policy, or under the Bylaws or the Certificate, or (iv) or 5(e)as otherwise required under the laws of the State of Delaware.

Exception to Right of Indemnification. Notwithstanding any other provision in of this Agreement, the Company Indemnitee shall not be obligated entitled to indemnification under this Agreement to make any indemnity or advancement of Expenses in connection with respect to: (a) any claim made against Indemnitee: Indemnitee for an accounting of profits made from the purchase and sale (aor sale and purchase) for which payment has actually been made to by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or on behalf similar provisions of Indemnitee under any insurance policy state statutory law or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy common law; or other indemnity provision; or (b) except for counterclaims asserted by Indemnitee, 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, initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law, (iii) the Proceeding is to enforce this Agreement pursuant to Section 5(d) or 5(e).