Common use of Exceptions to Indemnification for Third Party Proceedings Clause in Contracts

Exceptions to Indemnification for Third Party Proceedings. If indemnification is requested under Section 2(a) and there has been a final non-appealable judgment by a court of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, the Indemnitee failed to meet the standard of conduct which makes it permissible under applicable law for the Company to indemnify the Indemnitee for Indemnifiable Amounts hereunder, (i) the Indemnitee shall not be entitled to payment of Indemnifiable Liabilities hereunder and (ii) no Indemnifiable Expenses shall be paid with respect to such claim, issue or matter unless the court of competent jurisdiction in which such Proceeding was brought shall determine upon application that, despite any adjudication of liability, the Indemnitee is entitled to indemnity for such Indemnifiable Expenses which such court shall deem proper.