Common use of Limitations on Indemnity Clause in Contracts

Limitations on Indemnity. 3.1 The Company shall not be obligated under this Agreement to make any payment of Expenses to the Indemnitee: (a) which payment it is prohibited by applicable law from paying as indemnity; (b) for which payment is actually made to the Indemnitee under an insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) for which payment the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement and for which payment has actually been made by the Indemnitee; (d) resulting from a claim decided in a Proceeding adversely to the Indemnitee based upon or attributable to (x) the Indemnitee gaining in fact any personal profit or advantage to which he was not legally entitled or (y) the fraud or dishonesty of the Indemnitee seeking payment hereunder; however, notwithstanding the foregoing, the Indemnitee shall be indemnified under this Agreement as to any claims upon which suit may be brought against him by reason of any alleged dishonesty on his part, unless it shall be decided in a Proceeding that he committed (i) acts of active and deliberate dishonesty, (ii) with actual dishonest purpose and intent, and (iii) which acts were material to the cause of action so adjudicated. 3.2 For purposes of Sections 3 and 4, the phrase “decided in a Proceeding” shall mean a decision by a court, arbitrator(s), hearing officer or other judicial agent having the requisite legal authority to make such a decision, which decision has become final and from which no appeal or other review proceeding is permissible.

Limitations on Indemnity. 3.1 The Company shall not be obligated under this Agreement to make any payment of Expenses to the Indemnitee:. (a) which payment it is prohibited by applicable law from paying as indemnity; (b) for which payment is actually made to the Indemnitee under an insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) for which payment the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement and for which payment has actually been made by the IndemniteeAgreement; (d) resulting from a claim decided in a Proceeding adversely to the Indemnitee based upon or attributable to (x) the Indemnitee gaining in fact any personal profit or advantage to which he was not legally entitled entitled; (e) brought about or (y) contributed to by the fraud or dishonesty of the Indemnitee seeking payment hereunder; provided, however, notwithstanding the foregoing, that the Indemnitee shall be indemnified under this Agreement as to any claims upon which suit may be brought against him by reason of any alleged dishonesty on his part, unless it shall be decided in a Proceeding that he committed (i) acts of active and deliberate dishonesty, (ii) with actual dishonest purpose and intent, and (iii) which acts were material to the cause of action so adjudicated. 3.2 For purposes of Sections 3 and 4, the phrase “decided in a Proceeding” shall mean a decision by a court, arbitrator(s), hearing officer or other judicial agent having the requisite legal authority to make such a decision, which decision has become final and from which no appeal or other review proceeding is permissible.

Limitations on Indemnity. 3.1 The Company Corporation shall not be obligated under this Agreement to make any payment of Expenses to the Indemnitee:. (a) which payment it is prohibited by applicable law from paying as indemnity; (b) for which payment is actually made to the Indemnitee under an insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) for which payment the Indemnitee is indemnified by the Company Corporation otherwise than pursuant to this Agreement and for which payment has actually been made by the IndemniteeAgreement; (d) resulting from a claim decided in a Proceeding adversely to the Indemnitee based upon or attributable to (x) the Indemnitee gaining in fact any personal profit or advantage to which he was not legally entitled entitled; (e) brought about or (y) contributed to by the fraud or dishonesty of the Indemnitee seeking payment hereunder; however, notwithstanding the foregoing, the Indemnitee shall be indemnified under this Agreement as to any claims upon which suit may be brought against him by reason of any alleged dishonesty on his part, unless it shall be decided in a Proceeding that he committed (i) acts of active and deliberate dishonesty, (ii) with actual dishonest purpose and intent, and (iii) which acts were material to the cause of action so adjudicated. 3.2 For purposes of Sections 3 and 4, the phrase “decided in a Proceeding” shall mean a decision by a court, arbitrator(s), hearing officer or other judicial agent having the requisite legal authority to make such a decision, which decision has become final and from which no appeal or other review proceeding is permissible.

Limitations on Indemnity. 3.1 The Company Partnership shall not be obligated under this Agreement to make any payment of Expenses to the Indemnitee: (a) which if such payment it is prohibited by applicable law from paying as indemnitylaw; (b) for which payment is actually made to the Indemnitee under an insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) for which payment the Indemnitee is indemnified by the Company or by the Partnership otherwise than pursuant to this Agreement and for which payment has actually been made by the IndemniteeAgreement; (d) resulting from a claim decided in a Proceeding adversely to the Indemnitee based upon or attributable to (x) the Indemnitee gaining in fact any personal profit or advantage to which he was not legally entitled entitled; (e) brought about or (y) contributed to by the fraud or dishonesty of the Indemnitee seeking payment hereunder; provided, however, notwithstanding the foregoing, that the Indemnitee shall be indemnified under this Agreement as to any claims upon which suit may be brought against him by reason of any alleged dishonesty on his part, unless it shall be decided in a Proceeding that he committed (i) acts of active and deliberate dishonesty, (ii) with actual dishonest purpose and intent, and (iii) which acts were material to the cause of action so adjudicated. 3.2 For purposes of Sections 3 and 4, the phrase “decided in a Proceeding” shall mean a decision by a court, arbitrator(s), hearing officer or other judicial agent having the requisite legal authority to make such a decision, which decision has become final and from which no appeal or other review proceeding is permissible.

Limitations on Indemnity. 3.1 The Company Partnership shall not be obligated under this Agreement to make any payment of Expenses to the Indemnitee: (a) which if such payment it is prohibited by applicable law from paying as indemnitylaw; (b) for which payment is actually made to the Indemnitee under an insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) for which payment the Indemnitee is indemnified by the Company or by the Partnership otherwise than pursuant to this Agreement and for which payment has actually been made by the IndemniteeAgreement; (d) resulting from a claim decided in a Proceeding adversely to the Indemnitee based upon or attributable to (x) the Indemnitee gaining in fact any personal profit or advantage to which he was not legally entitled entitled; (e) brought about or (y) contributed to by the fraud or dishonesty of the Indemnitee seeking payment hereunder; provided, however, notwithstanding the foregoing, that the Indemnitee shall be indemnified under this Agreement as to any claims upon which suit may be brought against him by reason of any alleged dishonesty on his part, unless it shall be decided in a Proceeding that he committed (i) acts of active and deliberate dishonesty, (ii) with actual dishonest purpose and intent, and (iii) which acts were material to the cause of action so adjudicated. 3.2 For purposes of Sections 3 and 4, the phrase “decided in a Proceeding” shall mean a decision by a court, arbitrator(s), hearing officer court or other judicial agent having the requisite legal authority to make such a decisionarbitrator, which decision has become final and from which no appeal or other review proceeding is permissible.

Limitations on Indemnity. 3.1 The Company shall not be obligated under this Agreement to make any payment of Expenses to the Indemnitee: (a) which payment it is prohibited by applicable law from paying as indemnity; (b) for which payment is actually made to the Indemnitee under an insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) for which payment the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement and for which payment has actually been made by the IndemniteeCompany; (d) resulting from a claim decided in a Proceeding adversely to the Indemnitee based upon or attributable to (x) the Indemnitee gaining in fact any personal profit or advantage to which he was not legally entitled entitled, as decided in a Proceeding, or (y) the fraud fraud, dishonesty or dishonesty wilful misconduct of the Indemnitee seeking payment hereunder, in any case as decided in a Proceeding; however, notwithstanding the foregoingforegoing clauses (x) and (y), the Indemnitee shall be indemnified under this Agreement as to any claims upon which suit may be brought against him by reason of any alleged dishonesty on his part, unless it shall be decided in a Proceeding that he committed (i) acts of active and deliberate dishonesty, (ii) with actual dishonest purpose and intent, and (iii) which acts were material to the cause of action so adjudicated. 3.2 For purposes of Sections 3 and 4, the phrase “decided in a Proceeding” shall mean a decision by a court, arbitrator(s), hearing officer or other judicial agent having the requisite legal authority to make such a decision, which decision has become final and from which no appeal or other review proceeding is permissible.

Limitations on Indemnity. 3.1 The Company Partnership shall not be obligated under this Agreement to make any payment of Expenses to the Indemnitee:. (a) which payment it is prohibited by applicable law from paying as indemnity; (b) for which payment is actually made to the Indemnitee under an insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) for which payment the Indemnitee is indemnified by the Company Partnership otherwise than pursuant to this Agreement and for which payment has actually been made by the IndemniteeAgreement; (d) resulting from a claim decided in a Proceeding adversely to the Indemnitee based upon or attributable to (x) the Indemnitee gaining in fact any personal profit or advantage to which he was not legally entitled entitled; (e) brought about or (y) contributed to by the fraud or dishonesty of the Indemnitee seeking payment hereunder; provided, however, notwithstanding the foregoing, that the Indemnitee shall be indemnified under this Agreement as to any claims upon which suit may be brought against him by reason of any alleged dishonesty on his part, unless it shall be decided in a Proceeding that he committed (i) acts of active and deliberate dishonesty, (ii) with actual dishonest purpose and intent, and (iii) which acts were material to the cause of action so adjudicated. 3.2 For purposes of Sections 3 and 4, the phrase “decided in a Proceeding” shall mean a decision by a court, arbitrator(s), hearing officer or other judicial agent having the requisite legal authority to make such a decision, which decision has become final and from which no appeal or other review proceeding is permissible.

Limitations on Indemnity. 3.1 2.1 The Company shall not be obligated under this Agreement to make any payment of Expenses to the Indemnitee:. (a) which payment it is prohibited by applicable law from paying as indemnity; (b) for which payment is actually made to the Indemnitee under an insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) for which payment the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement and for which payment has actually been made by the IndemniteeAgreement; (d) resulting from a claim decided in a Proceeding adversely to the Indemnitee based upon or attributable to (x) the Indemnitee gaining in fact any personal profit or advantage to which he was not legally entitled entitled; (e) brought about or (y) contributed to by the fraud or dishonesty of the Indemnitee seeking payment hereunder[; however, notwithstanding the foregoing, the Indemnitee shall be indemnified under this Agreement as to any claims upon which suit may be brought against him by reason of any alleged dishonesty on his part, unless it shall be decided in a Proceeding that he committed (i) acts of active and deliberate dishonesty, (ii) with actual dishonest purpose and intent, and (iii) which acts were material to the cause of action so adjudicated]. 3.2 2.2 For purposes of Sections 3 and 4, the phrase “decided in a Proceeding” shall mean a decision by a court, arbitrator(s), hearing officer or other judicial agent having the requisite legal authority to make such a decision, which decision has become final and from which no appeal or other review proceeding is permissible.

Limitations on Indemnity. 3.1 The Company shall not be obligated under this Agreement to make any payment of Expenses to the Indemnitee: (a) : which payment it is prohibited by applicable law from paying as indemnity; (b) ; for which payment is actually made to the Indemnitee under an insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) ; for which payment the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement and for which payment has actually been made by to the Indemnitee; (d) ; resulting from a claim decided in a Proceeding adversely to the Indemnitee based upon or attributable to (x) the Indemnitee gaining in fact any personal profit or advantage to which he was not legally entitled or (y) the fraud or dishonesty of the Indemnitee seeking payment hereunder; however, notwithstanding the foregoing, the Indemnitee shall be indemnified under this Agreement as to any claims upon which suit may be brought against him by reason of any alleged dishonesty on his part, unless it shall be decided in a Proceeding that he committed (i) acts of active and deliberate dishonesty, (ii) with actual dishonest purpose and intent, and (iii) which acts were material to the cause of action so adjudicated. 3.2 . For purposes of Sections 3 and 4, the phrase “"decided in a Proceeding” " shall mean a decision by a court, arbitrator(s), hearing officer or other judicial agent having the requisite legal authority to make such a decision, which decision has become final and from which no appeal or other review proceeding is permissible.