Common use of Limitation on Indemnity Clause in Contracts

Limitation on Indemnity. The indemnification otherwise available to an Indemnitee under Sections 3.1 and 3.2 shall be limited to the extent set forth in this Section 3.3. In the event that an Indemnitee is found liable to the Corporation or is found liable on the basis that personal benefit was improperly received by the Indemnitee, whether or not the benefit resulted from an action taken in Indemnitee’s official capacity, the Indemnitee shall, with respect to the Claim in the Proceeding in which such finding is made, be indemnified only against reasonable Expenses actually incurred by him in connection with that Claim. Notwithstanding the foregoing, no indemnification against Expenses shall be made in respect of any Claim in such Proceeding (i) in which judgement is rendered against Indemnitee for an accounting of profits made from the purchase or sale by Indemnitee of securities of the Corporation pursuant to the provisions of Section 16(b) of the Exchange Act and amendments thereto or similar provisions of any federal, state or local statutory law, (ii) where a final decision by a Court (as hereinafter defined) shall determine that such indemnification is not lawful or (iii) as to which Indemnitee shall have been adjudged to be liable for willful or intentional misconduct in the performance of Indemnitee’s duty to the Corporation; provided, however, that, if applicable law so permits, indemnification against such Expenses shall nevertheless be made by the Corporation in such event if and only to the extent that the court in which such Proceeding shall have been brought or is pending, shall determine.

Limitation on Indemnity. The indemnification otherwise available to an Indemnitee under Sections 3.1 and 3.2 shall be limited to the extent set forth in this Section 3.3. In the event that an Indemnitee is found liable to the Corporation or is found liable on the basis that personal benefit was improperly received by the Indemnitee, whether or not the benefit resulted from an action taken in Indemnitee’s official capacity, the Indemnitee shall, with respect to the Claim in the Proceeding in which such finding is made, be indemnified only against reasonable Expenses actually incurred by him in connection with that Claim. Notwithstanding the foregoing, no indemnification against Expenses shall be made in respect of any Claim in such Proceeding (i) in which judgement judgment is rendered against Indemnitee for an accounting of profits made from the purchase or sale by Indemnitee of securities of the Corporation pursuant to the provisions of Section 16(b) of the Exchange Act and amendments thereto or similar provisions of any federal, state or local statutory law, (ii) where a final decision by a Court (as hereinafter defined) shall determine that such indemnification is not lawful or lawful, (iii) as to which Indemnitee shall have been adjudged to be liable for willful or intentional misconduct in the performance of Indemnitee’s duty to the Corporation; (iv) as set forth in Section 7.2(c) hereof, or (v) as set forth in Section 7.16 hereof, provided, however, that, if applicable law so permits, indemnification against such Expenses shall nevertheless be made by the Corporation in such event if and only to the extent that the court in which such Proceeding shall have been brought or is pending, shall determine.

Limitation on Indemnity. The indemnification Indemnification otherwise available to an Indemnitee under Sections 3.1 and Section 3.2 shall be limited to the extent set forth in this Section 3.3. In 3.3 if such limitation is required by applicable law, including any limitation required in the event that an Indemnitee is found liable to the Corporation or is found liable on the basis that personal benefit was improperly received by the Indemnitee, Indemnitee whether or not the benefit resulted from an action taken in Indemnitee’s official capacity, in which case of being found liable (a) the Indemnitee shall, with respect to the Claim in the Proceeding in which such finding is made, be indemnified only against reasonable Expenses actually incurred by him Indemnitee in connection with that ClaimClaim and (b) such indemnification will not include judgments, arbitration awards, penalties, fines or excise or similar taxes. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any Claim in such Proceeding (i) in which judgement is rendered against Indemnitee for an accounting of profits made from the purchase or sale by Indemnitee of securities of the Corporation pursuant to the provisions of Section 16(b) of the Exchange Act and amendments thereto or similar provisions of any federal, state or local statutory law, (ii) where a final decision by a Court (as hereinafter defined) shall determine that such indemnification is not lawful or (iii) as to which Indemnitee shall have been adjudged to be liable for (i) willful or intentional misconduct in the performance of Indemnitee’s duty to the Corporation, (ii) breach of Indemnitee’s duty of loyalty owed to the Corporation or (iii) an act or omission not committed in good faith that constitutes a breach of a duty owed by Indemnitee to the Corporation; provided, however, that, if applicable law so permits, indemnification against such Expenses shall nevertheless be made by the Corporation in such event if and only to the extent that the court (or an arbitrator, if Indemnitee elects to seek arbitration pursuant to Section 6.1) in which such Proceeding shall have been brought or is pending, pending shall determine.

Limitation on Indemnity. The indemnification otherwise available to an Indemnitee under Sections 3.1 and 3.2 Section 2.2 shall be limited to the extent set forth in this Section 3.32.3. In the event that an Indemnitee is found liable to the Corporation or is found liable on the basis that because Indemnitee improperly received a personal benefit was improperly received by the Indemnitee, whether or not the benefit resulted from an action taken in Indemnitee’s official capacity, the (a) Indemnitee shall, with respect to the Claim in the Proceeding in which such finding is made, be indemnified only against reasonable Expenses actually incurred by him him/her in connection with that ClaimClaim and (b) such indemnification will not include judgments, arbitration awards, mediation amounts, penalties, fines, excise or similar taxes, including excise taxes assessed against him/her with respect to an employee benefit plan. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any Claim in such Proceeding (i) in which judgement is rendered against Indemnitee for an accounting of profits made from the purchase or sale by Indemnitee of securities of the Corporation pursuant to the provisions of Section 16(b) of the Exchange Act and amendments thereto or similar provisions of any federal, state or local statutory law, (ii) where a final decision by a Court (as hereinafter defined) shall determine that such indemnification is not lawful or (iii) as to which Indemnitee shall have been adjudged to be liable for (a) willful or intentional misconduct in the performance of Indemnitee’s his/her duty to the Corporation, (b) breach of his/her duty of loyalty owed to the Corporation, or (c) an act or omission not committed in good faith that constitutes a breach of a duty owed by him/her to the Corporation; provided, however, that, if applicable law so permits, that indemnification against such Expenses shall nevertheless be made by the Corporation in such event if and only to the extent that a court may order in accordance with Title 1, Chapter 8 of the court in which such Proceeding shall have been brought TBOC (or is pending, shall determine.any successor provision) or any other applicable law. Expenses

Limitation on Indemnity. The indemnification otherwise available to an Indemnitee under Sections 3.1 and 3.2 Section 2.2 shall be limited to the extent set forth in this Section 3.32.3. In the event that an Indemnitee is found liable to the Corporation or is found liable on the basis that because Indemnitee improperly received a personal benefit was improperly received by the Indemnitee, whether or not the benefit resulted from an action taken in Indemnitee’s official capacity, the (a) Indemnitee shall, with respect to the Claim in the Proceeding in which such finding is made, be indemnified only against reasonable Expenses actually incurred by him him/her in connection with that ClaimClaim and (b) such indemnification will not include judgments, penalties, fines, excise or similar taxes, including excise taxes assessed against him/her with respect to an employee benefit plan. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any Claim in such Proceeding (i) in which judgement is rendered against Indemnitee for an accounting of profits made from the purchase or sale by Indemnitee of securities of the Corporation pursuant to the provisions of Section 16(b) of the Exchange Act and amendments thereto or similar provisions of any federal, state or local statutory law, (ii) where a final decision by a Court (as hereinafter defined) shall determine that such indemnification is not lawful or (iii) as to which Indemnitee shall have been adjudged to be liable for (a) willful or intentional misconduct in the performance of Indemnitee’s his/her duty to the Corporation, (b) breach of his/her duty of loyalty owed to the Corporation, or (c) an act or omission not committed in good faith that constitutes a breach of a duty owed by him/her to the Corporation; provided, however, that, if applicable law so permits, that indemnification against such Expenses shall nevertheless be made by the Corporation in such event if and only to the extent that a court may order in accordance with Title 1, Chapter 8 of the court in which such Proceeding shall have been brought TBOC (or is pending, shall determineany successor provision) or any other applicable law.

Limitation on Indemnity. The indemnification Indemnification otherwise available to an Indemnitee under Sections 3.1 and Section 3.2 shall be limited to the extent set forth in this Section 3.3. In the event that an Indemnitee is found liable to the Corporation or is found liable on the basis that personal benefit was improperly received by the Indemnitee, Indemnitee whether or not the benefit resulted from an action taken in Indemnitee’s 's official capacity, capacity the Indemnitee shall, with respect to the Claim in the Proceeding in which such finding is made, be indemnified only against reasonable Expenses expenses actually incurred by him in connection with that Claim. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any Claim in such Proceeding (i) in which judgement is rendered against Indemnitee for an accounting of profits made from the purchase or sale by Indemnitee of securities of the Corporation pursuant to the provisions of Section 16(b) of the Exchange Act and amendments thereto or similar provisions of any federal, state or local statutory law, (ii) where a final decision by a Court (as hereinafter defined) shall determine that such indemnification is not lawful or (iii) as to which Indemnitee shall have been adjudged to be liable for willful or intentional misconduct in the performance of Indemnitee’s his duty to the Corporation; Corporation provided, however, that, if applicable law so permits, indemnification against such Expenses shall nevertheless be made by the Corporation in such event if and only to the extent that the court in which such Proceeding shall have been brought or is pending, shall determine. In addition, no indemnification against such Expenses shall be made on account of any suit in which final judgment is rendered against Indemnitee for an accounting of profits made from sale or purchase by Indemnitee of securities of the Corporation pursuant to the provisions of Section 16(b) of the Exchange Act. In respect of remuneration paid to Indemnitee, no indemnity shall be paid by the Corporation if it shall be determined by a final judgment or other final adjudication that payment of such remuneration was in violation of applicable law.

Limitation on Indemnity. The indemnification otherwise available to an Indemnitee under Sections 3.1 and 3.2 shall be limited to the extent set forth in this Section 3.3. In the event that an Indemnitee is found liable to the Corporation or is found liable on the basis that personal benefit was improperly received by the Indemnitee, whether or not the benefit resulted from an action taken in Indemnitee’s official capacity, the Indemnitee shall, with respect to the Claim in the Proceeding in which such finding is made, be indemnified only against reasonable Expenses actually incurred by him in connection with that Claim. Notwithstanding the foregoing, no indemnification against Expenses shall be made in respect of any Claim in such Proceeding (i) in which judgement is rendered against Indemnitee for an accounting of profits made from the purchase or sale by Indemnitee of securities of the Corporation pursuant to the provisions of Section 16(b) of the Exchange Act and amendments thereto or similar provisions of any federal, state or local statutory law, (ii) where a final decision by a Court (as hereinafter defined) shall determine that such indemnification is not lawful or (iii) as to which Indemnitee shall have been adjudged to be liable for willful or intentional misconduct in the performance of Indemnitee’s duty to the Corporation; provided, however, that, if applicable law so permits, indemnification against such Expenses shall nevertheless be made by the Corporation in such event if and only to the extent that the court Court in which such Proceeding shall have been brought or is pending, shall determine.