Common use of Limitations on Indemnification and Advancement of Expenses Clause in Contracts

Limitations on Indemnification and Advancement of Expenses. The rights of Indemnitee to indemnification and advancement of Expenses under this Agreement shall be as set forth herein, except that no indemnification or advancement of Expenses shall be paid hereunder to Indemnitee by the Company: (a) to the extent expressly prohibited by Bermuda law, other applicable law or a final and non-appealable judgment of a court of competent jurisdiction in respect of fraud or dishonesty; (b) to the extent such indemnification or advancement of Expenses, as applicable, is actually made or then due to Indemnitee (i) under an insurance policy; (ii) under a valid and enforceable provision of the Company Governing Documents, or the governing documents of any other entity served by Indemnitee at the request of the Company; (iii) pursuant to an agreement of the Company, to the extent permitted by law, or any other entity served by Indemnitee at the request of the Company; or (iv) by the Company, to the extent permitted by law, in its discretion as contemplated by Article 1 of the Procedural Appendix, except, in each case, in respect of any amounts indemnifiable hereunder exceeding the payment or payments made under clauses (i) through (iv) of this paragraph; or (c) except with respect to an Indemnifiable Proceeding pursuant to Sections 4 or 9 above, or Article 5 of the Procedural Appendix, in connection with a Proceeding, or part thereof (including claims and counterclaims) initiated by Indemnitee, unless such Proceeding (or part thereof) initiated by Indemnitee was authorized by the Company Board; or (d) with respect to indemnification for settlements under Section 4(b), settlements made without the Company’s prior written consent, which consent shall not be unreasonably withheld.

Limitations on Indemnification and Advancement of Expenses. The rights of Indemnitee to indemnification and advancement of Expenses under this Agreement shall be as set forth herein, except that no indemnification or advancement of Expenses shall be paid hereunder to Indemnitee by the Company: (a) to the extent expressly prohibited by Bermuda law, other applicable Cayman Islands law or a final and non-appealable judgment of a court of competent jurisdiction in respect of fraud or dishonestyjurisdiction; (b) to the extent such indemnification or advancement of Expenses, as applicable, is actually made or then due to Indemnitee (i) under an insurance policy; (ii) under a valid and enforceable provision of the Parent Governing Documents, Company Governing Documents, or the governing documents of any other entity served by Indemnitee at the request of the CompanyParent; (iii) pursuant to an agreement of the CompanyParent, to the extent permitted by law, or the Company or any other entity served by Indemnitee at the request of the CompanyParent; or (iv) by the CompanyParent, to the extent permitted by law, in its discretion as contemplated by Article 1 of the Procedural Appendix, except, in each case, in respect of any amounts indemnifiable hereunder exceeding the payment or payments made under clauses (i) through (iv) of this paragraph; or (c) except with respect to an Indemnifiable Proceeding pursuant to Sections 4 or 9 above, Section 8 above or Article 5 of the Procedural Appendix, in connection with a Proceeding, or part thereof (including claims and counterclaims) initiated by Indemnitee, unless such Proceeding (or part thereof) initiated by Indemnitee was authorized by the Company Parent Board; or; (d) with respect to indemnification any Proceeding that is authorized by the Parent Board and brought by or on behalf of the Parent against Indemnitee, except as provided in Sections 3, 5 and 6; or (e) with respect to any claim as to which a final and non-appealable judgment pursuant to Section 16(b) of the Exchange Act or any similar statute has been rendered against Indemnitee for settlements under Section 4(b), settlements an accounting of profits made without from the Company’s prior written consent, which consent shall not be unreasonably withheldpurchase and sale (or sale and purchase) by Indemnitee of securities.

Limitations on Indemnification and Advancement of Expenses. The rights of Indemnitee to indemnification and advancement of Expenses under this Agreement shall be as set forth herein, except that no indemnification or advancement of Expenses shall be paid hereunder to Indemnitee by the Company: (a) to the extent expressly prohibited by Bermuda law, other applicable law or a final and non-appealable judgment of a court of competent jurisdiction in respect of fraud or dishonesty; (b) to the extent such indemnification or advancement of Expenses, as applicable, is actually made or then due to Indemnitee (i) under an insurance policy; (ii) under a valid and enforceable provision of the Company Governing Documents, or the governing documents of any other entity served by Indemnitee at the request of the Company; or (iii) pursuant to an agreement of the Company, to the extent permitted by law, or any other entity served by Indemnitee at the request of the Company; or (iv) by the Company, to the extent permitted by law, in its discretion as contemplated by Article 1 of the Procedural Appendix, except, in each case, in respect of any amounts indemnifiable hereunder exceeding the payment or payments made under clauses (i) through (iviii) of this paragraph; or (c) except with respect to an Indemnifiable Proceeding pursuant to Sections 4 or 9 above, Section 8 above or Article 5 4 of the Procedural Appendix, in connection with a Proceeding, or part thereof (including claims and counterclaims) initiated by Indemnitee, unless such Proceeding (or part thereof) initiated by Indemnitee was authorized by the Company Board; or; (d) with respect to indemnification any Proceeding that is authorized by the Company Board and brought by or on behalf of the Company against Indemnitee, except as provided in Sections 3, 5 and 6; or (e) with respect to any claim as to which a final and non-appealable judgment pursuant to Section 16(b) of the Exchange Act or any similar statute has been rendered against Indemnitee for settlements under Section 4(b), settlements an accounting of profits made without from the Company’s prior written consent, which consent shall not be unreasonably withheldpurchase and sale (or sale and purchase) by Indemnitee of securities.