Common use of Limitations on Additional Indemnity Clause in Contracts

Limitations on Additional Indemnity. Notwithstanding anything else ------------------------------------ contained in this Agreement, no indemnity shall be paid by Company pursuant to this Indemnification Agreement: (a) In respect to remuneration paid to Participant if it shall be finally judicially adjudged that such remuneration was paid in violation of law; (b) On account of any suit for an accounting of profits made from the purchase or sale by Participant of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended or similar provisions of any state or local statutory law; (c) On account of Participant's conduct which is finally judicially adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct; (d) If a final decision by a Court having jurisdiction in the matter (all appeals having been denied or none having been taken) shall determine that such indemnification is not lawful; or (e) In connection with indemnity pursuant to Section 2 only, except to the extent the aggregate of losses to be indemnified thereunder exceeds the amount of such losses for which the Participant actually receives payments pursuant to Section 1 hereof or pursuant to any insurance policies or other comparable policies purchased and maintained by the Company.

Limitations on Additional Indemnity. Notwithstanding anything else ------------------------------------ contained in this Agreement, no indemnity shall be paid by the Company pursuant to this Indemnification AgreementAgreement upon occurrence of any of the following: (a) In With respect to remuneration paid to Participant Participant, if it shall be finally judicially adjudged that such remuneration was paid in violation of law; (b) On account of any suit for an accounting of profits made from the purchase or sale by Participant of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended amended, or similar provisions of any state or local statutory law; (c) On account of Participant's ’s conduct which is finally judicially adjudged to have been knowingly fraudulent, deliberately dishonest dishonest, or willful misconduct; (d) If a final decision by a Court having jurisdiction in the matter (all appeals having been denied or none having been taken) shall determine that such indemnification is not lawful; or (e) In connection with indemnity pursuant to Section 2 only, except to the extent the aggregate of losses to be indemnified thereunder exceeds the amount of such losses for which the Participant actually receives payments pursuant to Section 1 hereof or pursuant to any insurance policies or other comparable policies purchased and maintained by the Company.

Limitations on Additional Indemnity. Notwithstanding anything else ------------------------------------ contained in this Agreement, no No indemnity pursuant to Section 2 hereof shall be paid by Company pursuant to this Indemnification AgreementCompany: (a) Except to the extent the aggregate of losses to be indemnified thereunder exceeds the amount of such losses for which the Director is indemnified pursuant to Section 1 hereof or pursuant to any insurance policies or other comparable policies purchased and maintained by the Company; (b) In respect to remuneration paid to Participant Director if it shall be finally judicially adjudged that such remuneration was paid in violation of law; (bc) On account of any suit in which a judgment is rendered against Officer for an accounting of profits made from the purchase or sale by Participant Director of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended or similar provisions of any state or local statutory law; (cd) On account of Participant's Director’s conduct which is finally judicially adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct; (de) If it shall be finally judicially adjudged that such indemnification is not lawful. Reference in this Agreement to a matter being “finally judicially adjudged” shall mean that there shall have been a final decision by a Court court having jurisdiction in the matter (matter, all appeals having been denied or none having not have been taken) shall determine that such indemnification is not lawful; or (e) In connection with indemnity pursuant taken and the time therefore to Section 2 only, except to the extent the aggregate of losses to be indemnified thereunder exceeds the amount of such losses for which the Participant actually receives payments pursuant to Section 1 hereof or pursuant to any insurance policies or other comparable policies purchased and maintained by the Companyhave expired.

Limitations on Additional Indemnity. Notwithstanding anything else ------------------------------------ contained in this Agreement, no indemnity shall be paid by the Company pursuant to this Indemnification Agreement: (a) In respect to remuneration paid to Participant if it shall be finally judicially adjudged that such remuneration was paid in violation of law; (b) On account of any suit for an accounting of profits made from the purchase or sale by Participant of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended or similar provisions of any state or local statutory law; (c) On account of Participant's conduct which is finally judicially adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct; (d) If a final decision by a Court having jurisdiction in the matter (all appeals having been denied or none having been taken) shall determine that such indemnification is not lawful; or (e) In connection with indemnity pursuant to Section 2 only, except to the extent the aggregate of losses to be indemnified thereunder exceeds the amount of such losses for which the Participant actually receives payments pursuant to Section 1 hereof or pursuant to any insurance policies or other comparable policies purchased and maintained by the Company.

Limitations on Additional Indemnity. Notwithstanding anything else ------------------------------------ contained in this Agreement, no No indemnity pursuant to Section 5.03 hereof shall be paid by Company pursuant to this Indemnification AgreementCorporation: (a) In except to the extent the aggregate of losses to be indemnified thereunder exceeds the sum of One Thousand and 00/100 ($1,000.00) Dollars plus the amount of such losses for which Employee is indemnified either pursuant to Sections 5.01 or 5.02 hereof or pursuant to any D&O Insurance purchased and maintained by the Corporation; (b) in respect to remuneration paid to Participant Employee if it shall be finally judicially adjudged determined by a final judgment or other final adjudication that such remuneration was paid in violation of law; (bc) On on account of any suit in which judgment is rendered against Employee for an accounting of profits made from the purchase or sale by Participant Employee of securities of the Company Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (cd) On on account of ParticipantEmployee's conduct which is finally judicially adjudged by a court of competent jurisdiction to have been knowingly fraudulent, fraudulent or deliberately dishonest or to have constituted willful misconductmisconduct or recklessness; (de) If if a final decision by a Court having court of competent jurisdiction in the matter (all appeals having been denied or none having been taken) shall determine that such indemnification is not lawful; or (e) In connection with indemnity pursuant to Section 2 only, except to the extent the aggregate of losses to be indemnified thereunder exceeds the amount of such losses for which the Participant actually receives payments pursuant to Section 1 hereof or pursuant to any insurance policies or other comparable policies purchased and maintained by the Company.

Limitations on Additional Indemnity. Notwithstanding anything else ------------------------------------ contained in this Agreement, no No indemnity pursuant to Section 5.03 hereof shall be paid by Company pursuant to this Indemnification AgreementCorporation: (a) In except to the extent the aggregate of losses to be indemnified thereunder exceeds the sum of One Thousand and 00/100 ($1,000.00) Dollars plus the amount of such losses for which Employee is indemnified either pursuant to Sections 5.01 or 5.02 hereof or pursuant to any D&O Insurance purchased and maintained by the Corporation; (b) in respect to remuneration paid to Participant Employee if it shall be finally judicially adjudged determined by a final judgment or other final adjudication that such remuneration was paid in violation of law; (bc) On on account of any suit in which judgment is rendered against Employee for an accounting of profits made from the purchase or sale by Participant Employee of securities of the Company Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (cd) On on account of Participant's Employee’s conduct which is finally judicially adjudged by a court of competent jurisdiction to have been knowingly fraudulent, fraudulent or deliberately dishonest or to have constituted willful misconduct;misconduct or recklessness; and (de) If if a final decision by a Court having court of competent jurisdiction in the matter (all appeals having been denied or none having been taken) shall determine that such indemnification is not lawful; or (e) In connection with indemnity pursuant to Section 2 only, except to the extent the aggregate of losses to be indemnified thereunder exceeds the amount of such losses for which the Participant actually receives payments pursuant to Section 1 hereof or pursuant to any insurance policies or other comparable policies purchased and maintained by the Company.

Limitations on Additional Indemnity. Notwithstanding anything else ------------------------------------ contained in this Agreement, no No indemnity pursuant to Section 3 hereof shall be paid by Company pursuant to this Indemnification AgreementCorporation: (a) In respect to remuneration paid to Participant if it shall be finally judicially adjudged that such remuneration was paid in violation of law; (b) On account of any suit for an accounting of profits made from the purchase or sale by Participant of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended or similar provisions of any state or local statutory law; (c) On account of Participant's conduct which is finally judicially adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct; (d) If a final decision by a Court having jurisdiction in the matter (all appeals having been denied or none having been taken) shall determine that such indemnification is not lawful; or (e) In connection with indemnity pursuant to Section 2 only, except to the extent the aggregate of losses to be indemnified thereunder exceeds the amount of such losses for which the Participant actually receives payments Director is indemnified either pursuant to Section Sections 1 or 2 hereof or pursuant to any insurance policies or other comparable policies D&O Insurance purchased and maintained by the CompanyCorporation; or (b) in respect to remuneration paid to Director if it shall be determined by the Reviewing Party (as defined in Section 5 below), or by a final judgment or other final adjudication, that such remuneration was in violation of law; or (c) if a determination of the Reviewing Party is made, or if a judgment is rendered against a Director, that an accounting must be made for profits made from the purchase or sale by Director of securities of Corporation in violation of the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; or (d) on account of Director's conduct which is determined by the Reviewing Party, or by a final judgment or other final adjudication, to have been knowingly fraudulent, deliberately dishonest or of willful misconduct; or (e) if the Reviewing Party or a Court having jurisdiction in the matter shall determine that such indemnification is not lawful.

Limitations on Additional Indemnity. Notwithstanding anything else ------------------------------------ contained in this Agreement, no No indemnity shall under Section 1 will be paid or provided by Company pursuant the Corporation: for expenses or liabilities to this Indemnification Agreement: (a) In respect to remuneration the extent actually paid to Participant if it shall the Indemnitee under any D & O Insurance purchased and maintained by the Corporation; on account of any action, suit or proceeding brought by or on behalf of the Corporation in which judgment is rendered holding the Indemnitee liable to the Corporation, except to the extent otherwise permitted by law; on account of Indemnitee's conduct which is finally adjudged to be finally judicially adjudged that such remuneration was paid not in good faith, willful misconduct, or a knowing violation of law; (b) On ; on account of Indemnitee's conduct which is the subject of an action, suit or proceeding described in Section 6(c)(ii); on account of any suit for an accounting of profits made from action, claim or proceeding (other than a proceeding referred to in Section 7(b)) initiated by the purchase Indemnitee unless such action, claim or sale proceeding is specifically authorized by Participant of securities action of the Company pursuant Corporation's board of directors; on account of any action, claim or proceeding referred to the provisions in Section 8(b) which action is finally adjudged to be frivolous or made not in good faith; on account of any liability arising under Section 16(b) of the Securities Exchange Act of 1934, as amended 1934 and amendments thereto or any similar provisions provision of any federal or state or local statutory law; (c) On ; on account of Participant's conduct a proceeding charging improper personal benefit to Indemnitee in which is finally judicially Indemnitee was adjudged to have been knowingly fraudulent, deliberately dishonest liable on the basis that personal benefit was improperly received; or willful misconduct; (d) If if a final decision by a Court having jurisdiction in the matter (all appeals having been denied or none having been taken) shall determine determines that such indemnification is not lawful; or (e) In connection with indemnity pursuant to Section 2 only, except to the extent the aggregate of losses to be indemnified thereunder exceeds the amount of such losses for which the Participant actually receives payments pursuant to Section 1 hereof or pursuant to any insurance policies or other comparable policies purchased and maintained by the Company.

Limitations on Additional Indemnity. Notwithstanding anything else ------------------------------------ contained in this Agreement, no No indemnity pursuant to Section 6.03 hereof shall be paid by Company pursuant to this Indemnification AgreementCorporation: (a) In except to the extent the aggregate of losses to be indemnified thereunder exceeds the sum of One Thousand and 00/100 ($1,000.00) Dollars plus the amount of such losses for which Employee is indemnified either pursuant to Sections 6.01 or 6.02 hereof or pursuant to any D&O Insurance purchased and maintained by the Corporation; (b) in respect to remuneration paid to Participant Employee if it shall be finally judicially adjudged determined by a final judgment or other final adjudication that such remuneration was paid in violation of law; (bc) On on account of any suit in which judgment is rendered against Employee for an accounting of profits made from the purchase or sale by Participant Employee of securities of the Company Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (cd) On on account of Participant's Employee’s conduct which is finally judicially adjudged by a court of competent jurisdiction to have been knowingly fraudulent, fraudulent or deliberately dishonest or to have constituted willful misconduct;misconduct or recklessness; and (de) If if a final decision by a Court having court of competent jurisdiction in the matter (all appeals having been denied or none having been taken) shall determine that such indemnification is not lawful; or (e) In connection with indemnity pursuant to Section 2 only, except to the extent the aggregate of losses to be indemnified thereunder exceeds the amount of such losses for which the Participant actually receives payments pursuant to Section 1 hereof or pursuant to any insurance policies or other comparable policies purchased and maintained by the Company.