Common use of EXCEPTIONS TO RIGHT OF INDEMNIFICATION OR ADVANCEMENT OF EXPENSES Clause in Contracts

EXCEPTIONS TO RIGHT OF INDEMNIFICATION OR ADVANCEMENT OF EXPENSES. Notwithstanding any other provisions of this Agreement, the Indemnitee shall not be entitled to indemnification or advancement of reasonable Expenses under this Agreement with respect to any Proceeding (i) initiated by such Indemnitee against the Indemnitor other than a proceeding commenced pursuant to paragraph 8 hereof unless the Board of Directors authorized the Proceeding (or any part of any Proceeding) prior to its initiation or the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law; provided, that this clause (i) shall not restrict or prevent the Indemnitee's right to indemnification or advancement of reasonable Expenses under this Agreement with respect to counterclaims or cross-claims brought in good faith by the Indemnitee in a Proceeding not commenced by the Indemnitee, (ii) for an accounting of profits arising from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act, rules and regulations promulgated thereunder, or any similar provisions of any federal, state or local statute or common law, (iii) for any reimbursement 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, 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 Xxxxxxxx-Xxxxx Act), (iv) for any reimbursement of the Company by Indemnitee of any compensation pursuant to any compensation recoupment or clawback policy adopted by the Board of Directors or the compensation committee of the Board of Directors, including but not limited to any such policy adopted to comply with stock exchange listing requirements implementing Section 10D of the Exchange Act or (v) 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. NOTICE TO THE COMPANY STOCKHOLDERS. Any indemnification or, or advancement of reasonable Expenses, to an Indemnitee in accordance with this Agreement, if arising out of a Proceeding by or in the right of the Company, shall be reported in writing to the stockholders of the Company with the notice of the next Company stockholders' meeting or prior to the meeting.

EXCEPTIONS TO RIGHT OF INDEMNIFICATION OR ADVANCEMENT OF EXPENSES. Notwithstanding any other provisions of this Agreement, the Indemnitee shall not be entitled to indemnification or advancement of reasonable Expenses under this Agreement with respect to any Proceeding (i) initiated by such Indemnitee against the Indemnitor other than a proceeding commenced pursuant to paragraph 8 hereof unless the Board of Directors authorized the Proceeding (or any part of any Proceeding) prior to its initiation or the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law; provided, that this clause (i) shall not restrict or prevent the Indemnitee's right to indemnification or advancement of reasonable Expenses under this Agreement with respect to counterclaims or cross-claims brought in good faith by the Indemnitee in a Proceeding not commenced by the Indemnitee, (ii) for an accounting of profits arising from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act, rules and regulations promulgated thereunder, or any similar provisions of any federal, state or local statute or common law, (iii) for any reimbursement 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, 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 Xxxxxxxx-Xxxxx Act), (iv) for any reimbursement of the Company by Indemnitee of any compensation pursuant to any compensation recoupment or clawback policy adopted by the Board of Directors or the compensation committee of the Board of Directors, including but not limited to any such policy adopted to comply with stock exchange listing requirements implementing Section 10D of the Exchange Act or (v) 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. NOTICE TO THE COMPANY STOCKHOLDERS. Any indemnification or, or advancement of reasonable Expenses, to an Indemnitee in accordance with this Agreement, if arising out of a Proceeding by or in the right of the Company, shall be reported in writing to the stockholders of the Company with the notice of the next Company stockholders' meeting or prior to the meeting.

EXCEPTIONS TO RIGHT OF INDEMNIFICATION OR ADVANCEMENT OF EXPENSES. Notwithstanding any other provisions of this Agreement, the Indemnitee shall not be entitled to indemnification or advancement of reasonable Expenses under this Agreement with respect to any Proceeding (i) initiated by such Indemnitee against the Indemnitor other than a proceeding commenced pursuant to paragraph 8 hereof unless the Board of Directors authorized the Proceeding (or any part of any Proceeding) prior to its initiation or the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law; provided, that this clause (i) shall not restrict or prevent the Indemnitee's right to indemnification or advancement of reasonable Expenses under this Agreement with respect to counterclaims or cross-claims brought in good faith by the Indemnitee in a Proceeding not commenced by the Indemnitee, (ii) for an accounting of profits arising from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act, rules and regulations promulgated thereunder, or any similar provisions of any federal, state or local statute or common law, (iii) for any reimbursement 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, 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 XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 (the "XxxxxxxxSxxxxxxx-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 XxxxxxxxSxxxxxxx-Xxxxx Act), (iv) for any reimbursement of the Company by Indemnitee of any compensation pursuant to any compensation recoupment or clawback policy adopted by the Board of Directors or the compensation committee of the Board of Directors, including but not limited to any such policy adopted to comply with stock exchange listing requirements implementing Section 10D of the Exchange Act or (v) 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. NOTICE TO THE COMPANY STOCKHOLDERS. Any indemnification or, or advancement of reasonable Expenses, to an Indemnitee in accordance with this Agreement, if arising out of a Proceeding by or in the right of the Company, shall be reported in writing to the stockholders of the Company with the notice of the next Company stockholders' meeting or prior to the meeting.