Common use of Exceptions to Indemnification Clause in Contracts

Exceptions to Indemnification. Notwithstanding any provision herein to the contrary, the Company shall not be obligated pursuant to the term of this Agreement: (a) To indemnify or advance Expenses to Executive with respect to proceedings or claims initiated or brought voluntarily by Executive and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any law or otherwise as required under NRS 78.751, but such indemnification or advancement of Expenses may be provided by the Company in specific cases if the Board of Directors finds it to be appropriate; or (b) To indemnify Executive for any Expenses incurred by Executive with respect to any proceeding instituted by Executive to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by Executive in such proceeding was not made in good faith or was frivolous; or (c) To indemnify Executive under this Agreement for any amounts paid in settlement of a Proceeding effected within seven calendar days after delivery by Executive to the Company of the notice provided for in Paragraph 5(a) hereof unless the Company consents to such settlement; or (d) To indemnify Executive on account of any Proceeding with respect to (i) remuneration paid to Executive if it is determined by final judgment or other final adjudication that such remuneration was in violation of law, (ii) which final judgment is rendered against Executive for an accounting of profits made from the purchase or sale by Executive of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of any federal, state or local statute, or (iii) which it is determined by final judgment or other final adjudication that Executive defrauded or stole from the Company or converted to his or her own personal use and benefit business or properties of the Company or was otherwise knowingly dishonest.

Exceptions to Indemnification. Notwithstanding any provision herein to the contrary, the Company shall not be obligated pursuant to the term terms of this Agreement: (a) To indemnify or advance Expenses to Executive Indemnitee with respect to proceedings or claims initiated or brought voluntarily by Executive Indemnitee and not by way of defense, except (i) with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any law or otherwise as required under NRS 78.751, but such indemnification 78.751 or advancement of Expenses may be provided by the Company (ii) in specific cases if the Board of Directors finds it to be appropriate; orhas approved the initiation or bringing of such proceedings or claims; (b) To indemnify Executive Indemnitee for any Expenses incurred by Executive Indemnitee with respect to any proceeding instituted by Executive Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by Executive Indemnitee in such proceeding was not made in good faith or was frivolous; or; (c) To indemnify Executive Indemnitee under this Agreement for any amounts paid in settlement of a Proceeding effected within seven calendar days after delivery by Executive to without the Company of the notice provided for in Paragraph 5(a) hereof unless the Company consents to such settlementCompany's written consent; or (d) To indemnify Executive Indemnitee on account of any Proceeding with respect to (i) remuneration paid to Executive Indemnitee if it is determined by final judgment or other final adjudication that such remuneration was in violation of law, (ii) which final judgment is rendered against Executive Indemnitee for an accounting of profits made from the purchase or sale by Executive Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended, the provisions of Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 or similar provisions of any federal, state or local statute, or (iii) which it is determined by final judgment or other final adjudication that Executive Indemnitee defrauded or stole from the Company or converted to his or her own personal use and benefit business or properties of the Company or was otherwise knowingly dishonest.

Exceptions to Indemnification. Notwithstanding any provision herein to the contrary, the Company shall not be obligated pursuant to the term of this Agreement: (a) To indemnify or advance Expenses to Executive Indemnitee with respect to proceedings or claims initiated or brought voluntarily by Executive Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any law or otherwise as required under NRS 78.751, but such indemnification or advancement of Expenses may be provided by the Company in specific cases if the Board of Directors finds it to be appropriate; or (b) To indemnify Executive Indemnitee for any Expenses incurred by Executive Indemnitee with respect to any proceeding instituted by Executive Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by Executive Indemnitee in such proceeding was not made in good faith or was frivolous; or (c) To indemnify Executive Indemnitee under this Agreement for any amounts paid in settlement of a Proceeding effected within seven calendar days after delivery by Executive Indemnitee to the Company of the notice provided for in Paragraph Section 5(a) hereof unless the Company consents to such settlement; or (d) To indemnify Executive Indemnitee on account of any Proceeding with respect to (i) remuneration paid to Executive Indemnitee if it is determined by final judgment or other final adjudication that such remuneration was in violation of law, (ii) which final judgment is rendered against Executive Indemnitee for an accounting of profits made from the purchase or sale by Executive Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of any federal, state or local statute, or (iii) which it is determined by final judgment or other final adjudication that Executive Indemnitee defrauded or stole from the Company or converted to his or her own personal use and benefit business or properties of the Company or was otherwise knowingly dishonest.

Exceptions to Indemnification. Notwithstanding any provision herein to the contrary, the Company shall not be obligated pursuant to the term terms of this Agreement: (a) To indemnify or advance Expenses to Executive the Indemnitee with respect to proceedings Proceedings or claims initiated or brought voluntarily by Executive the Indemnitee and not by way of defense, defense (except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement Agreement, Section 317, or any law other statute or otherwise as required under NRS 78.751law), but such indemnification or advancement of Expenses expenses may be provided by the Company in specific cases if the Board of Directors finds it to be appropriate; or (b) To indemnify Executive the Indemnitee for any Expenses incurred by Executive the Indemnitee with respect to any proceeding instituted by Executive the Indemnitee to enforce or interpret this Agreement, Agreement if a court of competent jurisdiction determines that each of the material assertions made by Executive the Indemnitee in such proceeding was not made in good faith or was frivolous; or (c) To indemnify Executive the Indemnitee under this Agreement for any amounts paid in settlement of a Proceeding effected within seven calendar days after delivery by Executive to the Company of the notice provided for in Paragraph 5(a) hereof unless the Company consents in writing to such settlement; or; (d) To indemnify Executive the Indemnitee on account of any Proceeding with respect to (i) remuneration paid to Executive if it is determined which results in a final judgment, or agreement by final judgment or other final adjudication the Indemnitee, that such remuneration was in violation of law, (ii) which final judgment is rendered against Executive the Indemnitee must account for an accounting of profits made from the purchase or sale by Executive the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of any federal, state or local statute, or ; or (iiie) which it If a court of competent jurisdiction shall finally determine that any indemnification hereunder is determined by final judgment or other final adjudication that Executive defrauded or stole from the Company or converted to his or her own personal use and benefit business or properties of the Company or was otherwise knowingly dishonestunlawful.

Exceptions to Indemnification. Notwithstanding any provision herein Indemnitee shall be entitled to the contrary, indemnification provided in Section 3 above in all circumstances other than the Company shall not be obligated pursuant to the term of this Agreementfollowing: (a) To indemnify Any Proceeding (or advance Expenses to Executive with respect to proceedings or claims part of any Proceeding) initiated or brought voluntarily by Executive and not by way Indemnitee against the Company or its directors, managers, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of defenseany Proceeding) prior to its initiation, except with respect (ii) the Company provides the indemnification, in its sole discretion, pursuant to Proceedings brought the powers vested in the Company under applicable law, (iii) the proceeding was initiated to establish or enforce a right to indemnification under this Agreement Agreement, any other agreement or any law insurance policy, or under the Company’s Charter and Bylaws, or (iv) as otherwise as required under NRS 78.751the laws of the State of Delaware; provided, but such indemnification or advancement however, that nothing in this Section 4(a) shall limit the right of Expenses may be provided by the Company in specific cases if the Board of Directors finds it Indemnitee to be appropriateindemnified under Section 13; orand (b) To indemnify Executive for any Expenses incurred If indemnification is sought by Executive with respect to any proceeding instituted by Executive to enforce or interpret this Agreement, if a court of competent jurisdiction Indemnitee under Section 3 and the Company reasonably determines that each indemnification of Indemnitee would violate the securities laws of the material assertions made by Executive in such proceeding was not made in good faith or was frivolous; or (c) To indemnify Executive under this Agreement for any amounts paid in settlement of a Proceeding effected within seven calendar days after delivery by Executive to the Company of the notice provided for in Paragraph 5(a) hereof unless the Company consents to such settlement; or (d) To indemnify Executive on account of any Proceeding with respect to United States, including without limitation (i) remuneration paid to Executive if it is determined by final judgment or other final adjudication that such remuneration was in violation of law, (ii) which final judgment is rendered against Executive for an accounting of profits made from the purchase and sale (or sale and purchase) by Executive Indemnitee of securities of the Company pursuant to within the provisions 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 (ii) any federalreimbursement of the Company by the Indemnitee of any bonus or other incentive based or equity-based compensation or of any profits realized by the Indemnitee from the sale of securities of the Company, state as required in each case under the Exchange Act (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 local statute, the payment to the Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Sarbanes Oxley Act); or (iii) which it is any reimbursement of the Company by Indemnitee of any compensation pursuant to any compensation recoupment or clawback policy adopted by the Board or the Compensation Committee of the Board, including but not limited to any such policy 3 adopted to comply with stock exchange listing requirements implementing Section 10D of the Exchange Act. (c) In any circumstance where such indemnification has been determined to be prohibited by law by a final (not interlocutory) judgment or other final adjudication that Executive defrauded of a court or stole from arbitration or administrative body of competent jurisdiction as to which there is no further right or option of appeal or the Company or converted to his or her own personal use and benefit business or properties of the Company or was otherwise knowingly dishonesttime within which an appeal must be filed has expired without such filing.

Exceptions to Indemnification. Notwithstanding any provision herein anything in this Agreement to the contrary, the Company Indemnitee shall not be obligated pursuant entitled to the term of indemnification under this AgreementAgreement : (a) To indemnify to the extent that payment is actually made to the Indemnitee under a valid, enforceable and collectible insurance policy; (b) in connection with a judicial action by or advance in the right of the Company, in respect of any claim, issue or matter as to which the Indemnitee shall have been adjudicated by final judgment in a court of law to be liable for gross negligence or willful misconduct in the performance of his duty to the Company unless and only to the extent that any court in which such action was brought shall determine upon application that, despite 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 Expenses to Executive as such court shall deem proper; (c) in connection with respect to proceedings any Proceeding initiated by the Indemnitee against the Company, any other Group Member or claims initiated any director or brought voluntarily by Executive officer of the Company, and not by way of defense, except with respect unless (i) the Company has joined in or the Board has consented to Proceedings brought the initiation of such Proceeding; or (ii) the Proceeding is one to establish or enforce a right to indemnification rights under this Agreement or any law or otherwise as required under NRS 78.751, but such indemnification or advancement of Expenses may be provided by the Company in specific cases if the Board of Directors finds it to be appropriate; or (b) To indemnify Executive for any Expenses incurred by Executive with respect to any proceeding instituted by Executive to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by Executive in such proceeding was not made in good faith or was frivolous; or (c) To indemnify Executive under this Agreement for any amounts paid in settlement of a Proceeding effected within seven calendar days after delivery by Executive to the Company of the notice provided for in Paragraph 5(a) hereof unless the Company consents to such settlement; orapplicable law; (d) To indemnify Executive on account of any Proceeding with respect to (i) remuneration paid to Executive if it is determined by final judgment or other final adjudication that such remuneration was in violation of law, (ii) which final judgment is rendered against Executive for an accounting a disgorgement of profits made from the purchase or and sale by Executive the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amendedAct, or similar provisions of any federalapplicable U.S. state statutory law or common law or foreign law; (e) brought about by the dishonesty or fraud of the Indemnitee seeking payment hereunder; (f) for any judgment, state fine or local statute, penalty which the Company is prohibited by applicable law from paying as indemnity; (g) arising out of the Indemnitee’s breach of an employment agreement with the Company (if any) or (iii) which it is determined by final judgment or any other final adjudication that Executive defrauded or stole from agreement with the Company or converted to his or her own personal use and benefit business or properties any other Group Member; or (h) arising out of the Company or was otherwise knowingly dishonestIndeminitee’s personal tax matter.

Exceptions to Indemnification. Notwithstanding any provision herein to the contrary, the Company shall not be obligated pursuant to the term of this Agreement: (a) To indemnify or advance Expenses to Executive the Indemnitee with respect to proceedings or claims initiated or brought voluntarily by Executive the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other Statute or law or otherwise as required under NRS Section 78.751, but such indemnification or advancement of Expenses expenses may be provided by the Company in specific cases if the Board of Directors finds it to be appropriate; or (b) To indemnify Executive the Indemnitee for any Expenses incurred by Executive the Indemnitee with respect to any proceeding instituted by Executive the Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by Executive the Indemnitee in such proceeding was not made in good faith or was frivolous; or (c) To indemnify Executive the Indemnitee under this Agreement for any amounts paid in settlement of a Proceeding effected within seven (7) calendar days after delivery by Executive the Indemnitee to the Company of the notice provided for in Paragraph 5(a) hereof unless the Company consents to such settlement; or (d) To indemnify Executive the Indemnitee on account of any Proceeding with respect to (i) remuneration paid to Executive Indemnitee if it is determined by final judgment or other final adjudication that such remuneration was in violation of law, (ii) which final judgment is rendered against Executive the Indemnitee for an accounting of profits made from the purchase or sale by Executive Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of any federal, state or local statute, or (iii) which it is determined by final judgment or other final adjudication that Executive the Indemnitee defrauded or stole from the Company or converted to his or her own personal use and benefit business or properties of the Company or was otherwise knowingly dishonest.

Exceptions to Indemnification. Notwithstanding any provision herein to the contraryforegoing, the Company shall not be obligated no indemnity pursuant to this Paragraph 13 shall be paid by the term of this AgreementCompany: (a) To indemnify or advance Expenses to Executive with respect to proceedings or claims initiated or brought voluntarily by Executive and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any law or otherwise as required under NRS 78.751, but such indemnification or advancement of Expenses may be provided by the Company in specific cases if the Board of Directors finds it to be appropriate; or (b) To indemnify Executive for any Expenses incurred by Executive with respect to any proceeding instituted by Executive to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by Executive in such proceeding was not made in good faith or was frivolous; or (c) To indemnify Executive under this Agreement for any amounts paid in settlement of a Proceeding effected within seven calendar days after delivery by Executive to the Company of the notice provided for in Paragraph 5(a) hereof unless the Company consents to such settlement; or (d) To indemnify Executive on account of any Proceeding with respect to (i) remuneration paid to Executive if it is determined by final judgment or other final adjudication that such remuneration was suit in violation of law, (ii) which final judgment is rendered against Executive for an accounting of profits made from the purchase or sale by Executive of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of any federal, state or local statutestatutory law; (b) on account of Executive's conduct which is adjudged to have been knowingly fraudulent or deliberately dishonest, or to constitute willful misconduct or gross negligence; (c) on account of Executive's conduct which is adjudged to have constituted a breach of Executive's fiduciary duties of loyalty or care to the Company or resulted in any personal profit or advantage to which Executive was not legally entitled; (d) for which payment is actually made to Executive under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) if a final decision by a court having jurisdiction in the matter shall determine that such indemnification is not lawful; or (f) in connection with any proceeding (or part thereof) initiated by Executive, or any proceeding by Executive against the Company or its directors, officers, employees or other indemnities, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Company, or (iii) which such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under applicable law. The Executive further acknowledges that he is aware that it is determined the view of the SEC that indemnification for liabilities arising under certain of the federal securities laws is against public policy as expressed in such laws and is, therefore, unenforceable, and that in the event a claim for indemnification against such liabilities (other than the payment by final judgment the Company of expenses incurred or other paid by the Executive in the successful defense of any Proceeding) is asserted against the Company, the SEC may object to payment of such claim, in which event the Company will promptly notify the Executive, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in such laws, contend that indemnification was proper to the full extent good faith permits, and will be governed by the final adjudication that Executive defrauded or stole from the Company or converted to his or her own personal use and benefit business or properties of the Company or was otherwise knowingly dishonestsuch issue.

Exceptions to Indemnification. Notwithstanding any provision herein The Indemnitee shall be entitled to the contraryindemnification under Section 3, provided, however, that the Company shall not be obligated pursuant to the term of this Agreement: (a) To indemnify or advance Expenses to Executive with respect to proceedings or claims initiated or brought voluntarily by Executive and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any law or otherwise as required under NRS 78.751, but such indemnification or advancement of Expenses may be provided by the Company in specific cases if the Board of Directors finds it to be appropriate; or (b) To indemnify Executive for any Expenses incurred by Executive Indemnitee with respect to any proceeding instituted by Executive to enforce act, event or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by Executive in such proceeding was not made in good faith or was frivolous; or (c) To indemnify Executive under this Agreement for any amounts paid in settlement of a Proceeding effected within seven calendar days after delivery by Executive to the Company of the notice provided for in Paragraph 5(a) hereof unless the Company consents to such settlement; or (d) To indemnify Executive on account of any Proceeding circumstance with respect to which it is prohibited to do so under applicable law (including the Companies Law) or the Articles. Further the indemnity in Section 3 shall not apply to any liability incurred by the Indemnitee (i) remuneration paid to Executive if it is determined by final judgment or other final adjudication that such remuneration was in violation of law, the Company; (ii) to any Subsidiary; (iii) to pay a fine imposed in criminal proceedings or 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); (iv) in defending any criminal proceedings in which final the Indemnitee is convicted; (v) in defending any civil proceedings brought by the Company, or a Subsidiary, in which judgment is rendered given against Executive for an accounting of profits made from the purchase or sale Indemnitee; (vi) in the event that the liability incurred by Executive of securities the Indemnitee is, in the reasonable opinion of the Board, a result of fraud or wilful misconduct by the Indemnitee; (vii) in defending any proceedings brought by a regulatory authority in which a penalty is imposed on the Indemnitee; or (viii) 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 (a) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (b) the Company provides the indemnification, in its sole discretion, pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of any federal, state or local statute, or (iii) which it is determined by final judgment or other final adjudication that Executive defrauded or stole from powers vested in the Company or converted to his or her own personal use under applicable law and benefit business or properties of the Articles. The Company and the Indemnitee acknowledge and agree that nothing in this Section 4 shall preclude the Indemnitee from making claims against the Company or was otherwise knowingly dishonestto enforce the Indemnitee’s rights under this Agreement.

Exceptions to Indemnification. Notwithstanding any provision herein to the contrary, the Company shall not be obligated pursuant to the term terms of this Agreement: (a) To indemnify or advance Expenses to Executive Indemnitee with respect to proceedings or claims initiated or brought voluntarily by Executive Indemnitee and not by way of defense, except (i) with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any applicable law or otherwise as required under NRS 78.751, but such indemnification or advancement of Expenses may be provided by the Company (ii) in specific cases if the Board of Directors finds it to be appropriate; orhas approved the initiation or bringing of such proceedings or claims; (b) To indemnify Executive Indemnitee for any Expenses incurred by Executive Indemnitee with respect to any proceeding instituted by Executive Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by Executive Indemnitee in such proceeding was not made in good faith or was frivolous; or; (c) To indemnify Executive Indemnitee under this Agreement for any amounts paid in settlement of a Proceeding effected within seven calendar days after delivery by Executive to without the Company of the notice provided for in Paragraph 5(a) hereof unless the Company consents to such settlementCompany's written consent; or (d) To indemnify Executive Indemnitee on account of any Proceeding with respect to (i) remuneration paid to Executive Indemnitee if it is determined by final judgment or other final adjudication that such remuneration was in violation of law, (ii) which final judgment is rendered against Executive Indemnitee for an accounting of profits made from the purchase or sale by Executive Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Unites States' Securities Exchange Act of 1934, as amended, the provisions of Section 304 of the United States' Xxxxxxxx-Xxxxx Act of 2002 or similar provisions of any federal, state or local statute, or (iii) which it is determined by final judgment or other final adjudication that Executive Indemnitee defrauded or stole from the Company or converted to his or her own personal use and benefit business or properties of the Company or was otherwise knowingly dishonestdishonest or in breach of his fiduciary duties to the Company.

Exceptions to Indemnification. Notwithstanding any provision herein Indemnitee shall be entitled to the contrary, indemnification provided in Section 3 above in all circumstances other than the Company shall not be obligated pursuant to the term of this Agreementfollowing: (a) To indemnify Any Proceeding (or advance Expenses to Executive with respect to proceedings or claims part of any Proceeding) initiated or brought voluntarily by Executive and not by way Indemnitee against the Company or its directors, managers, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of defenseany Proceeding) prior to its initiation, except with respect (ii) the Company provides the indemnification, in its sole discretion, pursuant to Proceedings brought the powers vested in the Company under applicable law, (iii) the proceeding was initiated to establish or enforce a right to indemnification under this Agreement Agreement, any other agreement or any law insurance policy, or under the Company’s Charter and Bylaws, or (iv) as otherwise as required under NRS 78.751the laws of the State of Delaware; provided, but such indemnification or advancement however, that nothing in this Section 4(a) shall limit the right of Expenses may be provided by the Company in specific cases if the Board of Directors finds it Indemnitee to be appropriateindemnified under Section 13; orand (b) To indemnify Executive for any Expenses incurred If indemnification is sought by Executive with respect to any proceeding instituted by Executive to enforce or interpret this Agreement, if a court of competent jurisdiction Indemnitee under Section 3 and the Company reasonably determines that each indemnification of Indemnitee would violate the securities laws of the material assertions made by Executive in such proceeding was not made in good faith or was frivolous; or (c) To indemnify Executive under this Agreement for any amounts paid in settlement of a Proceeding effected within seven calendar days after delivery by Executive to the Company of the notice provided for in Paragraph 5(a) hereof unless the Company consents to such settlement; or (d) To indemnify Executive on account of any Proceeding with respect to United States, including (i) remuneration paid to Executive if it is determined by final judgment or other final adjudication that such remuneration was in violation of law, (ii) which final judgment is rendered against Executive for an accounting of profits made from the purchase and sale (or sale and purchase) by Executive Indemnitee of securities of the Company pursuant to within the provisions meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of any federal, state statutory law or local statutecommon law, or (iiiii) which it is determined by final judgment or other final adjudication that Executive defrauded or stole from the Company or converted to his or her own personal use and benefit business or properties any reimbursement of the Company by the Indemnitee of any bonus or was otherwise knowingly dishonestother incentive based or equity-based compensation or of any profits realized by the Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”), or the payment to the Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Sarbanes Oxley Act).

Exceptions to Indemnification. Notwithstanding any provision herein to the contrary, the Company shall not be obligated pursuant to the term of this Agreement: (a) To indemnify or advance Expenses No indemnification pursuant to Executive with respect to proceedings or claims initiated or brought voluntarily by Executive and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any law or otherwise as required under NRS 78.751, but such indemnification or advancement of Expenses may shall be provided paid by the Company on account of any Proceeding in specific cases if the Board of Directors finds which it to be appropriate; or (b) To indemnify Executive for any Expenses incurred has been adjudicated finally by Executive with respect to any proceeding instituted by Executive to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of that, in connection with the material assertions made by Executive in such proceeding was not made claim for indemnification, Indemnitee failed to act in good faith and in a manner Indemnitee reasonably believed to be in or was frivolous; ornot opposed to the best interests of the Company. (cb) To indemnify Executive under No indemnification pursuant to this Agreement for any amounts shall be paid in settlement of a Proceeding effected within seven calendar days after delivery by Executive to the Company of the notice provided for in Paragraph 5(a) hereof unless the Company consents to such settlement; or (d) To indemnify Executive on account of any Proceeding with respect to (i) remuneration paid to Executive if it is determined by final judgment or other final adjudication that such remuneration was in violation of law, (ii) which final judgment is rendered against Executive Indemnitee with respect to a claim that Indemnitee received an improper personal benefit or improperly took advantage of a corporate opportunity unless the court in which such Proceeding was brought determines upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Indemnifiable Event which such court shall deem proper. (c) No indemnification pursuant to this Agreement shall be paid by the Company on account of any Proceeding in which judgment is rendered against Indemnitee for an accounting of profits made from the purchase or sale by Executive Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of any federal, state state, or local statute, or laws. (iiid) No indemnification pursuant to this Agreement shall be paid by the Company on account of any Proceeding in which it judgment is determined by final judgment or other final adjudication that Executive defrauded or stole from rendered against Indemnitee: (i) for any breach of Indemnitee’s duty of loyalty to the Company or converted to his its stockholders; (ii) for acts or her own personal use and benefit business omissions of Indemnitee which involve intentional misconduct or properties a knowing violation of the Company or was otherwise knowingly dishonest.law; or

Exceptions to Indemnification. Notwithstanding any provision herein Indemnitee shall be entitled to the contrary, indemnification provided in Section 3 above in all circumstances other than the Company shall not be obligated pursuant to the term of this Agreementfollowing: (a) To indemnify Any Proceeding (or advance Expenses to Executive with respect to proceedings or claims part of any Proceeding) initiated or brought voluntarily by Executive and not by way Indemnitee against the Company or its directors, managers, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of defenseany Proceeding) prior to its initiation, except with respect (ii) the Company provides the indemnification, in its sole discretion, pursuant to Proceedings brought the powers vested in the Company under applicable law, (iii) the proceeding was initiated to establish or enforce a right to indemnification under this Agreement Agreement, any other agreement or any law insurance policy, or under the Company’s Charter and Bylaws, or (iv) as otherwise as required under NRS 78.751the laws of the State of Delaware; provided, but such indemnification or advancement however, that nothing in this Section 4(a) shall limit the right of Expenses may be provided by the Company in specific cases if the Board of Directors finds it Indemnitee to be appropriateindemnified under Section 13; orand (b) To indemnify Executive for any Expenses incurred If indemnification is sought by Executive with respect to any proceeding instituted by Executive to enforce or interpret this Agreement, if a court of competent jurisdiction Indemnitee under Section 3 and the Company reasonably determines that each indemnification of Indemnitee would violate the securities laws of the material assertions made by Executive in such proceeding was not made in good faith or was frivolous; or (c) To indemnify Executive under this Agreement for any amounts paid in settlement of a Proceeding effected within seven calendar days after delivery by Executive to the Company of the notice provided for in Paragraph 5(a) hereof unless the Company consents to such settlement; or (d) To indemnify Executive on account of any Proceeding with respect to United States, including (i) remuneration paid to Executive if it is determined by final judgment or other final adjudication that such remuneration was in violation of law, (ii) which final judgment is rendered against Executive for an accounting of profits made from the purchase and sale (or sale and purchase) by Executive Indemnitee of securities of the Company pursuant to within the provisions meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of any federal, state statutory law or local statutecommon law, or (iiiii) which it is determined by final judgment or other final adjudication that Executive defrauded or stole from the Company or converted to his or her own personal use and benefit business or properties any reimbursement of the Company by the Indemnitee of any bonus or was otherwise knowingly dishonestother incentive based or equity-based compensation or of any profits realized by the Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act (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 the payment to the Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Sarbanes Oxley Act).

Exceptions to Indemnification. Notwithstanding any provision herein to the contraryforegoing, the Company shall not be obligated no Liabilities or Expenses pursuant to Sections 1 or 2 shall be paid by the term of this AgreementCompany: (a) To indemnify or advance Expenses to Executive with respect to proceedings or claims initiated or brought voluntarily by Executive and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any law or otherwise as required under NRS 78.751, but such indemnification or advancement of Expenses may be provided by the Company in specific cases if the Board of Directors finds it to be appropriate; or (b) To indemnify Executive for any Expenses incurred by Executive with respect to any proceeding instituted by Executive to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by Executive in such proceeding was not made in good faith or was frivolous; or (c) To indemnify Executive under this Agreement for any amounts paid in settlement of a Proceeding effected within seven calendar days after delivery by Executive to the Company of the notice provided for in Paragraph 5(a) hereof unless the Company consents to such settlement; or (d) To indemnify Executive a. on account of any Proceeding with respect to (i) remuneration paid to Executive if it is determined by final judgment or other final adjudication that such remuneration was in violation of law, (ii) which final judgment is rendered against Executive Indemnitee for an accounting of profits made from the purchase or sale by Executive Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of any federal, state or local statutestatutory or common law; b. on account of Indemnitee’s conduct which is finally adjudged to have been knowingly fraudulent or deliberately dishonest, or to constitute willful misconduct; c. on account of Indemnitee’s conduct which is finally adjudged to have constituted a breach of Indemnitee’s duty of loyalty to the Company or resulted in any personal profit or advantage to which Indemnitee was not legally entitled; d. for which payment is actually made to Indemnitee under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreements; e. if a final decision by a court having jurisdiction in the matter shall determine that such indemnification is not lawful; or f. in connection with any proceeding (or part thereof) initiated by Indemnitee, or any proceeding by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Company, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under applicable law, or (iiiiv) which it the proceeding is determined by final judgment or other final adjudication that Executive defrauded or stole from the Company or converted initiated pursuant to his or her own personal use and benefit business or properties Section 4 of the Company or was otherwise knowingly dishonestthis Agreement.

Exceptions to Indemnification. Notwithstanding any provision herein The Indemnitee shall be entitled to the contraryindemnification under Section 3, provided, however, that the Company shall not be obligated pursuant to the term of this Agreement: (a) To indemnify or advance Expenses to Executive with respect to proceedings or claims initiated or brought voluntarily by Executive and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any law or otherwise as required under NRS 78.751, but such indemnification or advancement of Expenses may be provided by the Company in specific cases if the Board of Directors finds it to be appropriate; or (b) To indemnify Executive for any Expenses incurred by Executive Indemnitee with respect to any proceeding instituted by Executive to enforce act, event or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by Executive in such proceeding was not made in good faith or was frivolous; or (c) To indemnify Executive under this Agreement for any amounts paid in settlement of a Proceeding effected within seven calendar days after delivery by Executive to the Company of the notice provided for in Paragraph 5(a) hereof unless the Company consents to such settlement; or (d) To indemnify Executive on account of any Proceeding circumstance with respect to which it is prohibited to do so under applicable law (including the Companies Law) or the Articles. Further the indemnity in Section 3 shall not apply to any liability incurred by the Indemnitee (i) remuneration paid to Executive if it is determined by final judgment or other final adjudication that such remuneration was in violation of law, the Company; (ii) to any Subsidiary; (iii) to pay a fine imposed in criminal proceedings or 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); (iv) in defending any criminal proceedings in which final the Indemnitee is convicted; (v) in defending any civil proceedings brought by the Company, or a Subsidiary, in which judgment is rendered given against Executive for an accounting of profits made from the purchase or sale by Executive of securities Indemnitee; (vi) in connection with any application pursuant to section 212 of the Companies Law (a “Relevant Application”) in which the court refuses to grant the Indemnitee relief; (vii) in the event that the liability incurred by the Indemnitee is, in the reasonable opinion of the Board, a result of fraud or wilful misconduct by the Indemnitee; (viii) in defending any proceedings brought by a regulatory authority in which a penalty is imposed on the Indemnitee; or (ix) 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 (a) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (b) the Company provides the indemnification, in its sole discretion, pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of any federal, state or local statute, or (iii) which it is determined by final judgment or other final adjudication that Executive defrauded or stole from powers vested in the Company or converted to his or her own personal use under applicable law and benefit business or properties of the Articles. The Company and the Indemnitee acknowledge and agree that nothing in this Section 4 shall preclude the Indemnitee from making claims against the Company or was otherwise knowingly dishonestto enforce the Indemnitee’s rights under this Agreement.