Common use of Limitation on Indemnitee Clause in Contracts

Limitation on Indemnitee. Notwithstanding the provisions of Section 1.1, the Indemnitor will not be obligated to indemnify or save harmless the Indemnitee against and from any charge, claim, cost, damage, expense, fine, liability, loss or penalty if a court of competent jurisdiction finds that: (a) the Indemnitee failed to act honestly and in good faith with a view to the best interest of: (1) the Indemnitor, if the claim relates to the Idemnitee's position as a director and/or officer of the Indemnitor, or (2) the entity with which the Indemnitee holds or held a directorship and/or office at the Indemnitor's request; (b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the Indemnitee did not have reasonable grounds for believing that the Idemnitee's conduct was lawful; or (c) in the case of any act, error or omission of the Indemnitee, the Indemnitee acted fraudulently or maliciously.

Limitation on Indemnitee. Notwithstanding the provisions of Section 1.1, the Indemnitor will shall not be obligated to indemnify or save harmless the Indemnitee against and from any charge, claim, cost, damage, expense, fine, liability, loss or penalty if a court of competent jurisdiction finds that: (a) the Indemnitee failed to act honestly and in good faith with a view to the best interest of: (1) the Indemnitor, if the claim relates to the Idemnitee's position as a director and/or officer of the Indemnitor, or (2) the entity with which the Indemnitee holds or held a directorship and/or office at the Indemnitor's request; (b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the Indemnitee did not have reasonable grounds for believing that the Idemnitee's conduct was lawful; or (c) in the case of any act, error or omission of the Indemnitee, the Indemnitee acted fraudulently or maliciously.