Common use of Limitation of Indemnity Clause in Contracts

Limitation of Indemnity. Notwithstanding anything to the contrary contained in Section 5, Section 6 or any other section of this Agreement, we will not indemnify you or advance expenses in connection with a Proceeding which you initiated unless our Board of Directors authorized the Proceeding (or any part thereof). We also will not indemnify you: - to the extent that payment is made to you or on your behalf under a valid and collectible insurance policy; - to the extent that you receive payment other than under this Agreement; - with respect to directors' acts or omissions for which our Certificate of Incorporation may not limit liability under Delaware law; or - if a court having final jurisdiction determines in a final decision that such indemnification is not lawful.

Limitation of Indemnity. Notwithstanding anything to the contrary contained in Section 5, Section 6 or any other section of this Agreement, we will not indemnify you or advance expenses in connection with a Proceeding which you initiated unless our Board of Directors authorized the Proceeding (or any part thereof). We also will not indemnify you: - • to the extent that payment is made to you or on your behalf under a valid and collectible insurance policy; - • to the extent that you receive payment other than under this Agreement; - • with respect to directors' ’ acts or omissions for which our Certificate of Incorporation may not limit liability under Delaware law; or - • if a court having final jurisdiction determines in a final decision that such indemnification is not lawful.

Limitation of Indemnity. Notwithstanding anything to the contrary contained in Section 5, Section 6 or any other section of this Agreement, we will not indemnify you or advance expenses in connection with a Proceeding which you initiated unless our Board of Directors authorized the Proceeding (or any part thereof). We also will not indemnify you: - . to the extent that payment is made to you or on your behalf under a valid and collectible insurance policy; - . to the extent that you receive payment other than under this Agreement; - . with respect to directors' acts or omissions for which our Certificate of Incorporation may not limit liability under Delaware law; or - . if a court having final jurisdiction determines in a final decision that such indemnification is not lawful.