Excluded Coverage. The Company shall have no obligation to indemnify Indemnified Party for any Losses or Expenses which arise from an Excluded Claim.
Excluded Coverage a. The Company shall have no obligation to indemnify Director for and hold him harmless from any Loss or Expense which has been determined, by final adjudication by a court of competent jurisdiction, to constitute an Excluded Claim.
Excluded Coverage. The Company shall have no obligation to indemnify and hold Indemnitee harmless from any Losses or Expense which has been Determined to constitute an Excluded Claim. Notwithstanding the provisions of Section 4.01, no such indemnification shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company if applicable law prohibits such indemnification; provided, however, that, if applicable law so permits, indemnification shall nevertheless be made by the Company in such event if and only to the extent that the Court of Chancery of the State of Delaware, or the court in which such Proceeding shall have been brought or pending, shall Determine.
Excluded Coverage. (a) The Company shall have no obligation to indemnify Officer against, and hold Officer harmless from, any Loss or Expense which has been Determined to constitute an Excluded Claim.
Excluded Coverage. The Corporation shall have no obligation to indemnify the Indemnitee for and hold him or her harmless from any loss or expense which has been determined, by final adjudication by a court of competent jurisdiction, to constitute an Excluded Claim (as hereinafter defined). For purposes of this Agreement, an Excluded Claim shall mean any payment for losses or expenses in connection with any claim:
Excluded Coverage. The Company shall have no obligation to indemnify Indemnitee for and defend and hold him harmless from any Loss or Expense which has been Determined to constitute an Excluded Claim.
Excluded Coverage. The Company shall have no obligation to indemnify Indemnitee for and defend and hold Indemnitee harmless from any Loss or Expense which has been Determined to constitute an Excluded Claim.
Excluded Coverage. (a) The Company shall have no obligation under this Agreement to indemnify the Indemnitee and hold him harmless from any Loss or Expense which has been Determined to constitute an Excluded Claim.
Excluded Coverage. (a) The Company shall have no obligation to indemnify Director for and hold him harmless from any Loss, Expense or Fine which has been Determined to constitute an Excluded Claim, provided that in the event of a Change in Control, then with respect to all matters thereafter arising concerning the rights of Director to indemnity payments and Expense advances under this Agreement, or under any other agreements, charter provisions or bylaws now or hereafter in effect relating to Claims for Covered Acts, a Determination with respect to an Excluded Claim shall be made only by a court of competent jurisdiction or by special, independent legal counsel selected by Director and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company or Director. In the event that Director and the Company are unable to agree on the selection of the special, independent legal counsel, such special, independent legal counsel shall be selected by lot from among at least five law firms designated by Director, having more than thirty-five (35) attorneys and having a rating of "av" or better in the then current Xxxxxxxxxx-Xxxxxxx Law Directory. Such selection shall be made in the presence of Director (and Director's legal counsel or either of them, as Director may elect). Such special, independent legal counsel, among other things, shall determine whether and to what extent Director would be permitted to be indemnified under applicable law and shall render its written opinion to the Company and Director to such effect. If there has been a Determination that the Company is not obligated to indemnify Director as a result of an Excluded Claim (whether by special, independent legal counsel or otherwise), Director shall have the right to commence litigation in any court in the State of Delaware having subject matter jurisdiction thereof, and in which venue is proper, challenging any such Determination; provided that the Company shall be entitled to be reimbursed by Director (who hereby agrees to reimburse the Company) for all such amounts theretofore paid with respect to such Excluded Claim (only upon a final judicial Determination that Director is not entitled to indemnification made with respect thereto as to which all rights of appeal therefrom have been exhausted or lapsed) and the Company shall be obligated to indemnify or advance any additional amounts to Director until such a judicial Determination has been...
Excluded Coverage a) Perils such as scab, off-type, smalls, and sunburn should be removed by the adjusting process while the crop is covered by Schedule B – Parts 1, 2, 3, and 4, and these losses should be reflected in the fully adjusted marketable yield established for these lots on December 20th. Losses from these perils will not be covered under the Storage Program unless the insured can provide detailed information on the losses.
