Common use of General Rule Clause in Contracts

General Rule. The Company shall indemnify an indemnified representative against any liability incurred in connection with any proceeding in which the indemnified representative may be involved as a party or otherwise by reason of the fact that such person is or was serving in an indemnified capacity, including, without limitation, liabilities resulting from any actual or alleged breach or neglect of duty, error, misstatement or misleading statement, negligence, gross negligence or act giving rise to strict or products liability, except: (a) where such indemnification is expressly prohibited by applicable law; (b) where the conduct of the indemnified representative has been finally determined pursuant to Section 13(f) or otherwise: (i) to constitute willful misconduct or recklessness sufficient in the circumstances to bar indemnification against liabilities arising from the conduct; or (ii) to be based upon or attributable to the receipt by the indemnified representative from the Company of a personal benefit to which the indemnified representative is not legally entitled; or (c) to the extent such indemnification has been finally determined in a final adjudication pursuant to Section 13(f) to be otherwise unlawful.

General Rule. The Company shall indemnify an indemnified representative against any liability incurred in connection with any proceeding in which the indemnified representative may be involved as a party or otherwise by reason of the fact that such person is or was serving in an indemnified capacity, including, without limitation, liabilities resulting from any actual or alleged breach or neglect of duty, error, misstatement or misleading statement, negligence, gross negligence or act giving rise to strict or products liability, except: (ai) where such indemnification is expressly prohibited by applicable Delaware law; (bii) where the conduct of the indemnified representative has been finally determined pursuant to Section 13(f) 4.8 or otherwise:; (iA) to constitute willful misconduct or recklessness sufficient in the circumstances to bar indemnification against liabilities arising from the conductrecklessness; or (iiB) to be based upon or attributable solely to the receipt by the indemnified representative from the Company of a personal benefit to which the indemnified representative is not legally entitled; or (ciii) to the extent such indemnification has been finally determined in a final adjudication pursuant to Section 13(f) 4.8 to be otherwise unlawful.

General Rule. The Company shall indemnify an indemnified representative against any liability incurred in connection with any proceeding in which the indemnified representative may be involved as a party or otherwise by reason of the fact that such person is or was serving in an indemnified capacity, including, without limitation, liabilities resulting from any actual or alleged breach or neglect of duty, error, misstatement or misleading statement, negligence, gross negligence or act giving rise to strict or products liability, except: (a) where such indemnification is expressly prohibited by applicable law; (b) where the conduct of the indemnified representative has been finally determined pursuant to Section 13(f) or otherwise:; (i) to constitute willful misconduct or recklessness sufficient in the circumstances to bar indemnification against liabilities arising from the conduct; or (ii) to be based upon or attributable to the receipt by the indemnified representative from the Company of a personal benefit to which the indemnified representative is not legally entitled; or (c) to the extent such indemnification has been finally determined in a final adjudication pursuant to Section 13(f) to be otherwise unlawful.