Common use of Exceptions to Indemnifications Clause in Contracts

Exceptions to Indemnifications. Notwithstanding the foregoing, no indemnity pursuant to Sections 1 or 2 shall be paid by the Company: (a) on account of any suit in which judgment is rendered against Indemnitee for an accounting of profits made from the purchase or sale by Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory 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 (iv) the proceeding is initiated pursuant to Section 4 hereof.

Exceptions to Indemnifications. Notwithstanding the foregoing, no indemnity pursuant to Sections 1 or 2 shall be paid by the CompanyH Power: (a) on account of any suit in which judgment is rendered against Indemnitee for an accounting of profits made from the purchase or sale by Indemnitee of securities of the Company H Power pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory 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 H Power 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 insuranceinsurance policy, indemnity clause, bylaw or agreementsagreement; (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 Proceeding (or part thereof) initiated by Indemnitee, or any proceeding Proceeding by Indemnitee against the Company H Power or its directors, officers, employees or other indemnitees, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding Proceeding was authorized by the Board of Directors of the CompanyH Power, (iii) such indemnification is provided by the CompanyH Power, in its sole discretion, pursuant to the powers vested in the Company H Power under applicable law, or (iv) the proceeding Proceeding is initiated pursuant to Section 4 hereof.

Exceptions to Indemnifications. Notwithstanding the foregoing, no indemnity pursuant to Sections 1 or 2 shall be paid by the CompanyNuvera: (a) on account of any suit in which judgment is rendered against Indemnitee for an accounting of profits made from the purchase or sale by Indemnitee of securities of the Company Nuvera pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law 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 Nuvera 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 insuranceinsurance policy, indemnity clause, bylaw or agreementsagreement; (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 Proceeding (or part thereof) initiated by Indemnitee, or any proceeding Proceeding by Indemnitee against the Company Nuvera or its directors, officers, employees or other indemnitees, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding Proceeding was authorized by the Board of Directors of the CompanyNuvera, (iii) such indemnification is provided by the CompanyNuvera, in its sole discretion, pursuant to the powers vested in the Company Nuvera under applicable law, or (iv) the proceeding Proceeding is initiated pursuant to Section 4 hereof.; or

Exceptions to Indemnifications. Notwithstanding the foregoing, no indemnity pursuant to Sections 1 or 2 shall be paid by the CompanyScriptgen: (a) on account of any suit in which judgment is rendered against Indemnitee for an accounting of profits made from the purchase or sale by Indemnitee of securities of the Company Scriptgen pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory 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 Scriptgen 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 Scriptgen 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 CompanyScriptgen, (iii) such indemnification is provided by the CompanyScriptgen, in its sole discretion, pursuant to the powers vested in the Company Scriptgen under applicable law, or (iv) the proceeding is initiated pursuant to Section 4 hereof.

Exceptions to Indemnifications. Notwithstanding the foregoing, no indemnity pursuant to Sections 1 or 2 shall be paid by the CompanyMedia Metrix: (a) on account of any suit in which judgment is rendered against Indemnitee for an accounting of profits made from the purchase or sale by Indemnitee of securities of the Company Media Metrix pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory 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 Media Metrix 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 Media Metrix 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 CompanyMedia Metrix, (iii) such indemnification is provided by the CompanyMedia Metrix, in its sole discretion, pursuant to the powers vested in the Company Media Metrix under applicable law, or (iv) the proceeding is initiated pursuant to Section 4 hereof.

Exceptions to Indemnifications. Notwithstanding the foregoing, no indemnity pursuant to Sections 1 or 2 shall be paid by the Company: (a) on account of any suit in which judgment is rendered against Indemnitee for an accounting of profits made from the purchase or sale by Indemnitee of securities of the Company pursuant to the provisions of Section 16(b9.1.1 the Lessee shall not be obligated to indemnify any particular Indemnitee (nor any of its Affiliates) of under Section 9.1.1 for any Claim to the Securities Exchange Act of 1934 and amendments thereto extent resulting from or similar arising out of: (i) such Indemnitee’s fraud, gross negligence (it being understood that the Lessee shall be required to indemnify such Indemnitee (subject to the other provisions of any federal, state or local statutory law; this Section 9.1.2) even if the ordinary (bbut not gross) on account negligence 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 Affiliate thereof, caused or contributed to such Claim) or willful misconduct (other than the fraud, gross negligence or willful misconduct imputed as a matter of law to such Indemnitee solely by Indemnitee against reason of entering into the Company Operative Documents or its directors, officers, employees or other indemnitees, unless (i) such indemnification is expressly required to be made by law, the consummation of the transactions contemplated thereby); (ii) the proceeding was authorized breach by such Indemnitee or any of its Affiliates of its respective representations and warranties in this Participation Agreement or any other Operative Document, or the Board breach by such Indemnitee or any of Directors its Affiliates of the Company, its covenants as set forth in this Participation Agreement or in any other Operative Document; (iii) any Claim resulting from the imposition of any Lessor Lien attributable to such indemnification Indemnitee or its Affiliates; (iv) any Claim for environmental liability, which liability is provided addressed in Section 9.5; (v) any Claim to the extent attributable to acts or events which occur after the expiration of the Lease Term or earlier termination of the Lease and the return by the CompanyLessee of the Facility in accordance with the terms thereof (except (A) to the extent fairly attributable to acts, events, liabilities or damages occurring or accruing prior thereto; (B) Claims arising following the termination or expiration of the Lease Term so long as the Administrative Agent or any Participant continues to exercise remedies against the Lessee in respect of the Operative Documents and (C) Claims arising after the expiration of the Lease Term so long as the Lessor is remarketing the Facility (or any interest therein) in accordance with Section 7.1 of the Lease); (vi) any Claim in respect of Taxes (such claims to be subject to Section 9.2), other than a payment to make payments under Section 9.1 or 9.1.2 on an after-tax basis as provided in Section 9.4; (vii) with respect to any Indemnitee, any expense expressly provided under any of the Operative Documents to be paid or borne by such Indemnitee or its sole discretion, Affiliate; (viii) any Claim to the extent resulting from a voluntary transfer by any Indemnitee or its Affiliate (including a transfer upon a Lessor GAAP Event pursuant to the powers vested Section 8.1.1(b)) of all or part of its interest in the Company Lease, the other Operative Documents or the Facility, (other than (A) while a Lease Event of Default has occurred and is continuing, (B) such transfer is required (pursuant to an act or omission of the Lessee or otherwise) under applicable lawthe Lease, or (ivC) such transfer is made at the proceeding is initiated election of Lessee pursuant to Article VIII); or (ix) any Claim to the extent resulting from a violation of Applicable Law by such Indemnitee or its Affiliates (other than (A) a violation of Applicable Law imputed as a matter of law to such Indemnitee or such Affiliate solely by reason of entering into the Operative Documents or the consummation of the transactions contemplated thereby and (B) a violation of Applicable Law resulting from the failure of the Lessee or the Guarantor to perform its obligations under the Operative Documents). It is expressly understood and agreed that the indemnity provided for in Section 4 hereof9.1.1 shall survive the resignation or removal of any Indemnitee, the expiration or termination of, and shall be separate and independent from any remedy under, the Lease or any other Operative Document.