Common use of Exceptions to Right of Indemnification Clause in Contracts

Exceptions to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee: (a) 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; (b) for an accounting of profits made 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 Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; or (c) 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 any of its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law, and (iii) any “insured vs. insured” exclusions, exceptions or similar denials of coverage for a claim made under the applicable insurance policies (if any) have been waived in writing by the insurance company for any Proceeding set forth in this Section 9(c).

Exceptions to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee: (a) 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; (b) ; or for an accounting of profits made 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 Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; or (cb) 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 any of its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any such part of any Proceeding) prior to its initiation, (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law, and law or (iii) any “insured vs. insured” exclusions, exceptions or similar denials of coverage for a claim made under the applicable insurance policies (if anyan adjudication initiated pursuant to Section 8(a) have been waived in writing by the insurance company for any Proceeding set forth in this Section 9(c)hereof.

Exceptions to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company Bank shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee: Director: (ai) for which payment has actually been made to or on behalf of Indemnitee Director 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; ; or (bii) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee Director of securities of the Company within the 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 or (ciii) in connection with any Proceeding (or any part of any Proceeding) initiated by IndemniteeDirector, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee Director against the Company Bank or any of its directors, officers, employees or other indemniteesemployees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, (ii) initiation or the Company Bank provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company Bank under applicable law; or (iv) to the extent such indemnity is deemed to violate any applicable law, and (iii) any “insured vs. insured” exclusionsrule, exceptions or similar denials of coverage for a claim made under the applicable insurance policies (if any) have been waived in writing by the insurance company for any Proceeding set forth in this Section 9(c)regulation.

Exceptions to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee: Director: (ai) for which payment has actually been made to or on behalf of Indemnitee Director 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; ; or (bii) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee Director of securities of the Company within the 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 or (ciii) in connection with any Proceeding (or any part of any Proceeding) initiated by IndemniteeDirector, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee Director against the Company or any of its directors, officers, employees or other indemniteesemployees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, (ii) initiation or the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law; or (iv) to the extent such indemnity is deemed to violate any applicable law, and (iii) any “insured vs. insured” exclusionsrule, exceptions or similar denials of coverage for a claim made under the applicable insurance policies (if any) have been waived in writing by the insurance company for any Proceeding set forth in this Section 9(c)regulation.

Exceptions to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall will not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee: (a) 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, provided, that the foregoing will not affect the rights of Indemnitee or the Secondary Indemnitors in Section 8(c); (b) for an accounting of profits made 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 Securities Exchange Act of 1934, as amendedAct, or similar provisions of state statutory law or common law; or; (c) 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 Indemnitee 10. against the Company or any of its directors, officers, employees employees, or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law, and (iii) any “insured vs. insured” exclusions, exceptions or similar denials of coverage for a claim made under the applicable insurance policies (if any) have been waived in writing by the insurance company for any Proceeding set forth in this Section 9(c).;