Common use of OTHER LIMITATIONS TO INDEMNIFICATION Clause in Contracts

OTHER LIMITATIONS TO INDEMNIFICATION. Notwithstanding anything contained in this Agreement or in the Company's certificate of incorporation or by-laws (as either or both may be amended from time to time) to the contrary, the Company shall not be obligated to indemnify or hold harmless Indemnitee: (i) if and to the extent that such indemnification shall be prohibited by applicable law; (ii) if and to the extent that payment in connection with a Proceeding is actually and unqualifiedly made to Indemnitee under an insurance policy or otherwise; (iii) if and to the extent that a claim in a Proceeding is decided adversely to Indemnitee based upon or attributable to Indemnitee gaining in fact any personal profit or advantage to which Indemnitee was not legally entitled; or (iv) if and to the extent that the indemnifiable event constituted or arose out of Indemnitee's knowingly fraudulent or dishonest or willful misconduct or gross negligence.