Common use of Exceptions Under New Jersey Law Clause in Contracts

Exceptions Under New Jersey Law. Notwithstanding any other provision of this Agreement, pursuant to the New Jersey Business Corporation Act, no indemnification shall be made under this Agreement to or on behalf of the Indemnitee if a judgment or other final adjudication adverse to the Indemnitee establishes that the Indemnitee’s acts or omissions (a) were in breach of Indemnitee’s duty of loyalty to the Company or its shareholders (as defined in 14A:2-7(3) of the New Jersey Business Corporation Act), (b) were not in good faith or involved a knowing violation of law, or (c) resulted in receipt by the Indemnitee of an improper personal benefit.