Common use of Exceptions to Right of Indemnification Clause in Contracts

Exceptions to Right of Indemnification. Notwithstanding any other provision of this Agreement, Indemnitee shall not be entitled to indemnification under this Agreement: (a) with respect to any claim (whether an original claim, counterclaim, cross-claim or third party claim) brought or made by Indemnitee in a Proceeding, unless the bringing or making of such claim shall have been approved or ratified by the Board; provided, however, that the foregoing shall not apply to any claim brought or made by an Indemnitee to enforce a right of the Indemnitee under this Agreement; (b) for Expenses incurred by Indemnitee with respect to any action instituted by or in the name of the Company against Indemnitee, if and to the extent that a court of competent jurisdiction declares or otherwise determines in a final, unappealable judgment that each of the material defenses asserted by Indemnitee was made in bad faith or was frivolous; (c) for Expenses and other liabilities arising from the purchase and sale by Indemnitee of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, or any similar state or successor statute; and (d) for Expenses and other liabilities if and to the extent that a court of competent jurisdiction declares or otherwise determines in a final, unappealable judgment that the Company is prohibited by applicable law from making such indemnification payment or that such indemnification payment is otherwise unlawful.

Exceptions to Right of Indemnification. Notwithstanding any other provision of this Agreement, Indemnitee shall not be entitled to indemnification under this Agreement: (a) or advancement of Expenses with respect to any claim (whether an original claim, counterclaim, cross-claim or third party claim) brought or made by Indemnitee in a Proceeding, unless the bringing or making of such claim shall have been approved or ratified by the Board; provided, however, that the foregoing shall not apply to any claim brought or made by an Indemnitee to enforce a right of the Indemnitee under this Agreement; (b) for Expenses incurred by Indemnitee with respect to any action instituted by or in the name of the Company against Indemnitee, if and to the extent that a court of competent jurisdiction declares or otherwise determines in a final, unappealable judgment that each of the material defenses asserted by Indemnitee was made in bad faith or was frivolous; (c) for Expenses and other liabilities arising from the purchase and sale by Indemnitee of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, or any similar state or successor statute; and (d) for Expenses and other liabilities if and to the extent that a court of competent jurisdiction declares or otherwise determines in a final, unappealable judgment that the Company is prohibited by applicable law from making such indemnification payment or that such indemnification payment is otherwise unlawful.

Exceptions to Right of Indemnification. Notwithstanding any other provision of this Agreement, Indemnitee shall not be entitled to indemnification under this Agreement: (a) 10.1 with respect to any Proceeding brought by Indemnitee, or any claim (whether an original claim, counterclaim, cross-claim or third party claim) brought or made by Indemnitee in a Proceedingtherein, unless (a) the bringing of such Proceeding or making of such claim shall have been approved or ratified by the Board; provided, however, that the foregoing shall not apply to any claim brought or made by an Indemnitee to enforce a right Board of Directors of the Indemnitee under this Agreement; Company or (b) such Proceeding is being brought by the Indemnitee to assert, interpret or enforce his rights under this Agreement or any other agreement or insurance policy or under the Certificate or Bylaws now or hereafter in effect; or 10.2 for Expenses incurred by Indemnitee with respect to any action instituted (i) by Indemnitee to enforce or interpret this Agreement, if a court having jurisdiction over such action determines that necessary assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous, or (ii) by or in the name of the Company against Indemniteeto enforce or interpret this Agreement, if and to the extent that a court of competent having jurisdiction declares or otherwise over such action determines in a final, unappealable judgment that each of the material defenses asserted by Indemnitee was were made in bad faith or was were frivolous;; or (c) 10.3 for Expenses and other liabilities arising from the purchase and sale by Indemnitee of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, or any similar state or successor statute; and (d) for Expenses and other liabilities if and to the extent that a court of competent jurisdiction declares or otherwise determines in a final, unappealable judgment that the Company is prohibited by applicable law from making such indemnification payment or that such indemnification payment is otherwise unlawful.