Common use of Exceptions to Indemnification in Derivative Actions and Direct Actions by the Company Clause in Contracts

Exceptions to Indemnification in Derivative Actions and Direct Actions by the Company. If indemnification is requested under Section 2(b) 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.

Exceptions to Indemnification in Derivative Actions and Direct Actions by the Company. If indemnification is requested under Section 2(b3(b) and (i) 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 act (x) in good faith and (y) in a manner the Indemnitee for Indemnifiable Amounts hereunderbelieved to be in or not opposed to the best interests of the Company, (i) the Indemnitee shall not be entitled to payment of Indemnifiable Liabilities hereunder and Expenses hereunder; or (ii) there has been a final non-appealable judgment by a court of competent jurisdiction that the Indemnitee is liable to the Company with respect to any claim, issue or matter involved in the Proceeding out of which the claim for indemnification has arisen, then no Indemnifiable Expenses shall be paid with respect to such claim, issue or matter unless unless, and only to the extent that, the court of competent jurisdiction in which such Proceeding was brought shall determine upon application that, despite any the adjudication of liability, but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such Indemnifiable Expenses which such court shall deem proper.

Exceptions to Indemnification in Derivative Actions and Direct Actions by the Company. If indemnification is requested under Section 2(b3(a)(ii) and (i) 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 act (x) in good faith and (y) in a manner the Indemnitee for Indemnifiable Amounts hereunderbelieved to be in or not opposed to the best interests of the Company, (i) the Indemnitee shall not be entitled to payment of Indemnifiable Liabilities hereunder and Expenses hereunder; or (ii) there has been a final non-appealable judgment by a court of competent jurisdiction that the Indemnitee is liable to the Company with respect to any claim, issue or matter involved in the Proceeding out of which the claim for indemnification has arisen, then no Indemnifiable Expenses shall be paid with respect to such claim, issue or matter unless unless, and only to the extent that, the court of competent jurisdiction in which such Proceeding was brought shall determine upon application that, despite any the adjudication of liability, but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such Indemnifiable Expenses which such court shall deem proper.

Exceptions to Indemnification in Derivative Actions and Direct Actions by the Company. If indemnification is requested under Section 2(b) and there has been a final non-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.