Common use of Limitations on Additional Indemnity Clause in Contracts

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 hereof shall be paid by the Corporation: (a) except to the extent the aggregate of losses to be indemnified thereunder exceed the amount of such losses for which the Indemnitee is indemnified or insured pursuant to either Section 1 or 2 hereof; (b) in respect of remuneration paid to, or indemnification of, the Indemnitee, if it shall be determined by a final judgment or other final adjudication that such remuneration or indemnification was or is prohibited by applicable law; (c) for any transaction from which the Indemnitee derived an improper personal benefit; (d) for any breach of the Indemnitee’s duty to act in good faith and (i) in the case of conduct in the Indemnitee’s official capacity with the Corporation, in a manner he or she reasonably believed to be in the best interests of the Corporation, (ii) in all other cases, that the Indemnitee reasonably believed his or her conducts conduct was at least not opposed to the Corporation’s best interests and (iii) in the case of any criminal proceeding, the Indemnitee had reasonable cause to believe his or her conduct was lawful or had no reasonable cause to believe that his or her conduct was unlawful; or (e) in respect of acts or omissions which involve intentional misconduct or a knowing violation of law by the Indemnitee.

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 hereof shall be paid by the Corporation: (a) except to the extent the aggregate of losses to be indemnified thereunder exceed the amount of such losses for which the Indemnitee is indemnified or insured pursuant to either Section 1 or 2 hereof; (b) in respect of any of the following as determined by a final judgment or other final adjudication: (1) remuneration paid to, or indemnification of, the Indemnitee, if it shall be determined by a final judgment or other final adjudication Indemnitee that such remuneration or indemnification was or is prohibited by applicable law; (c2) for any transaction from which the Indemnitee derived an improper personal benefit; (d3) for any breach of the Indemnitee’s duty to act in good faith and or if the Indemnitee did not (i) in the case of conduct in the Indemnitee’s official capacity with the Corporation, in a manner he reasonably believe that his or she reasonably believed to be her conduct was in the best interests of the Corporation, (ii) in all other cases, reasonably believe that the Indemnitee reasonably believed his or her conducts conduct was at least not opposed to the Corporation’s best interests and or (iii) in the case of any criminal proceeding, the Indemnitee had have reasonable cause to believe that his or her conduct was lawful or had no reasonable cause to believe that his or her conduct was unlawful; or (e4) in respect of acts or omissions which involve intentional misconduct or a knowing violation of law by the Indemnitee.

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 hereof shall be paid by the Corporation: (a) except to the extent the aggregate of losses to be indemnified thereunder exceed the amount of such losses for which the Indemnitee is indemnified or insured pursuant to either Section 1 or 2 hereof; (b) in respect of remuneration paid to, or indemnification of, the Indemnitee, if it shall be determined by a final judgment or other final adjudication that such remuneration or indemnification was or is prohibited by applicable law; (c) for any transaction from which the Indemnitee derived an improper personal benefit; (d) for any breach of the Indemnitee’s duty to act in good faith and or if the Indemnitee did not (i) in the case of conduct in the Indemnitee’s official capacity with the Corporation, in a manner he reasonably believe that his or she reasonably believed to be her conduct was in the best interests of the Corporation, (ii) in all other cases, reasonably believe that the Indemnitee reasonably believed his or her conducts conduct was at least not opposed to the Corporation’s best interests and or (iii) in the case of any criminal proceeding, the Indemnitee had have reasonable cause to believe that his or her conduct was lawful or had no reasonable cause to believe that his or her conduct was unlawful; or (e) in respect of acts or omissions which involve intentional misconduct or a knowing violation of law by the Indemnitee.

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 hereof shall be paid by the Corporation: (a) except to the extent the aggregate of losses to be indemnified thereunder exceed the amount of such losses for which the Indemnitee is indemnified or insured pursuant to either Section 1 or 2 hereof; (b) in respect of remuneration paid to, or indemnification of, the Indemnitee, if it shall be determined by a final judgment or other final adjudication that such remuneration or indemnification was or is prohibited by applicable law; (c) for any transaction from which the Indemnitee derived an improper personal benefit; (d) for any breach of unless the Indemnitee’s duty to act conduct was in good faith and (i) in the case of conduct in the Indemnitee’s official capacity with the Corporation, in a manner he or she the Indemnitee reasonably believed to be his or her conduct was in the best interests of the Corporation, (ii) in all other cases, that the Indemnitee reasonably believed his or her conducts conduct was at least not opposed to the Corporation’s best interests and (iii) in the case of any criminal proceeding, the Indemnitee had reasonable cause to believe his or her conduct was lawful or had no reasonable cause to believe that his or her conduct was unlawful; or (ec) in respect of acts or omissions which involve intentional misconduct or a knowing violation of law by the Indemnitee.

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 hereof shall be paid by the Corporation: (a) Company, except to the extent the aggregate of losses to be indemnified thereunder exceed the amount of such losses for which the Indemnitee is indemnified or insured pursuant to either Section 1 or 2 hereof; ; (b) No indemnity pursuant to Section 1 or Section 3 hereof shall be paid by the Company in respect of any of the following as determined by a final judgment or other final adjudication: (1) remuneration paid to, or indemnification of, the Indemnitee, if it shall be determined by a final judgment or other final adjudication Indemnitee that such remuneration or indemnification was or is prohibited by applicable law; ; (c2) for any transaction from which the Indemnitee derived an improper personal benefit; ; (d3) for any breach of the Indemnitee’s duty to act in good faith and or if the Indemnitee did not (i) in the case of conduct in the Indemnitee’s official capacity with the CorporationCompany, in a manner he reasonably believe that his or she reasonably believed to be her conduct was in the best interests of the CorporationCompany, (ii) in all other cases, reasonably believe that the Indemnitee reasonably believed his or her conducts conduct was at least not opposed to the CorporationCompany’s best interests and or (iii) in the case of any criminal proceeding, the Indemnitee had reasonable cause to believe his or her conduct was lawful or had no have reasonable cause to believe that his or her conduct was unlawful; or (e4) in respect of acts or omissions which involve intentional misconduct or a knowing violation of law by the Indemnitee.;

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 hereof shall be paid by the Corporation: (a) except to the extent the aggregate of losses to be indemnified thereunder exceed the amount of such losses for which the Indemnitee is indemnified or insured pursuant to either Section 1 or 2 hereof; (b) in respect of remuneration paid to, or indemnification of, the Indemnitee, if it shall be determined by a final judgment or other final adjudication that such remuneration or indemnification was or is prohibited by applicable law; (c) for any transaction from which the Indemnitee derived an improper personal benefit; (d) for any breach of unless (i) the Indemnitee’s duty to act conduct was in good faith and (iii) the Indemnitee reasonably believed (A) in the case of conduct in the Indemnitee’s official capacity with the CorporationCorporation (as defined in Indiana Code 23-1-37-5), in a manner he that his or she reasonably believed to be her conduct was in the best interests of the Corporation, and (iiB) in all other cases, that the Indemnitee reasonably believed his or her conducts conduct was at least not opposed to the Corporation’s best interests and (iii) in the case of any criminal proceeding, the Indemnitee had reasonable cause to believe his or her conduct was lawful or had no reasonable cause to believe that his or her conduct was unlawful; or; (e) in respect of acts or omissions which involve intentional misconduct or a knowing violation of law by the Indemnitee; or (f) in respect of any claim brought by the Indemnitee against the Corporation except in respect of the enforcement of its rights hereunder.

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 hereof herof shall be paid by the Corporation: (a) except to the extent the aggregate of losses to be indemnified thereunder exceed the amount of such losses for which the Indemnitee is indemnified or insured pursuant to either Section 1 or 2 hereof; (b) in respect of remuneration paid to, or indemnification of, the Indemnitee, if it shall be determined by a final judgment or other final adjudication that such remuneration or indemnification was or is prohibited by applicable law; (c) for any transaction from which the Indemnitee derived an improper personal benefit; (d) for any breach of unless (i) the Indemnitee’s duty to act conduct was in good faith and (iii) the Indemnitee reasonably believed (A) in the case of conduct in the Indemnitee’s official capacity with the CorporationCorporation (as defined in Indiana Code 23-1-37-5), in a manner he that his or she reasonably believed to be her conduct was in the best interests of the Corporation, and (iiB) in all other cases, that the Indemnitee reasonably believed his or her conducts conduct was at least not opposed to the Corporation’s best interests and (iii) in the case of any criminal proceeding, the Indemnitee had reasonable cause to believe his or her conduct was lawful or had no reasonable cause to believe that his or her conduct was unlawful; or; (e) in respect of acts or omissions which involve intentional misconduct or a knowing violation of law by the Indemnitee; or (f) in respect of any claim brought by the Indemnitee against the Corporation except in respect of the enforcement of its rights hereunder.

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 hereof shall be paid by the Corporation: (a) except to the extent the aggregate of losses to be indemnified thereunder exceed the amount of such losses for which the Indemnitee is indemnified or insured pursuant to either Section 1 or 2 hereof; (b) in respect of remuneration paid to, or indemnification of, the Indemnitee, if it shall be determined by a final judgment or other final adjudication that such remuneration or indemnification was or is prohibited by applicable law; (c) for any transaction from which the Indemnitee derived an improper personal benefit; (d) for any breach of the Indemnitee’s duty to act conduct that was not in good faith and (i) in the case of conduct in the Indemnitee’s official capacity with the Corporation, in a manner he or she reasonably believed to be in the best interests of the Corporation, (ii) in all other cases, that the Indemnitee reasonably believed his or her conducts conduct was at least not opposed to the Corporation’s best interests and (iii) in the case of any criminal proceeding, the Indemnitee had reasonable cause to believe his or her conduct was lawful or had no reasonable cause to believe that his or her conduct was unlawful; or (ec) in respect of acts or omissions which involve intentional misconduct or a knowing violation of law by the Indemnitee.