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 Articles of Incorporation or Bylaws (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) except to the extent the aggregate of losses to be indemnified hereunder exceeds the amount of the losses for which Indemnitee is indemnified pursuant to any policy of insurance purchased and maintained by the Company and such amounts are actually paid to or for the benefit of Indemnitee pursuant to such insurance policy(ies); (iii) in respect to remuneration paid to Indemnitee if it shall be determined by a final judgment or other final adjudication that such remuneration was in violation of law; (iv) on account of any suit in which final judgment is rendered against Indemnitee for an accounting of profits made from the purchase or sale by Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any law; (v) 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 (vi) if and to the extent that the indemnifiable event or Indemnitee’s acts or omissions constituted or arose out of Indemnitee’s fraudulent or dishonest or intentional misconduct, knowing violation of the law or gross negligence.

OTHER LIMITATIONS TO INDEMNIFICATION. Notwithstanding anything contained in this Agreement or in the Company’s Articles of Incorporation or Bylaws (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) except to the extent the aggregate of losses to be indemnified hereunder exceeds the amount of the losses for which Indemnitee is indemnified pursuant to any policy of insurance purchased and maintained by the Company and such amounts are actually paid to or for the benefit of Indemnitee pursuant to such insurance policy(ies); (iii) in respect to remuneration paid to Indemnitee if it shall be determined by a final judgment or other final adjudication that such remuneration was in violation of law; (iv) on account of any suit in which final judgment is rendered against Indemnitee for an accounting of profits made from the purchase or sale by Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any law; (v) 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 (vi) if and to the extent that the indemnifiable event or Indemnitee’s acts or omissions constituted or arose out of Indemnitee’s fraudulent or dishonest or intentional misconduct, knowing violation of the law or gross negligence.