Common use of Prohibited Indemnification Clause in Contracts

Prohibited Indemnification. Subject only to Section 2.3 below, no indemnification nor Expense Advance (as defined in Section 3.1 below) pursuant to this Agreement shall be paid by the Company: (a) In connection with any Proceeding initiated by Indemnitee against the Company or any director of officer of the Company unless the Company has joined in, or the Board has consented to, the initiation of such Proceeding, or the Proceeding is one to enforce indemnification rights under Section 5 below; (b) To the extent Indemnitee settles or otherwise disposes of a Proceeding or causes the settlement or disposal of a Proceeding without the Company's express prior written consent (which shall not be unreasonably withheld) unless Indemnitee receives court approval for (c) With regard to any judicial award if the Company was not given a reasonable and timely opportunity, at its expense, to participate in the defense of such action unless the Company's participation in such Proceeding was barred by this Agreement or the court in such Proceeding; or (d) For any acts, omissions, transactions or circumstances for which indemnification is prohibited by applicable state or federal law or until any preconditions imposed upon, or agreed to by, the Company by or with any court or governmental agency are satisfied.

Prohibited Indemnification. Subject only to Section 2.3 below, no No indemnification nor Expense Advance (as defined in Section 3.1 below) pursuant to this Agreement shall be paid by the Company: Company on account of (ai) In any Proceeding in which judgment is rendered against Indemnitee for an account 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, as amended, or similar provisions of any federal, state, or local laws, or (ii) with respect to liability for which payment is actually made to the Indemnitee under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, Bylaw or agreement (other than this Agreement), except in respect of any liability in excess of payment under such insurance, clause, Bylaw or agreement; (iii) if a final and non-appealable decision by a court having jurisdiction in the matter shall determine that such indemnification is not lawful or against public policy; or (iv) in connection with any Proceeding initiated proceeding (or part thereof) by the Indemnitee against the Company or any director of officer of its directors, officers, employees or other indemnitees, unless (1) such indemnification is expressly required to be made by law, (2) the proceeding was authorized by the Board, (3) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company unless the Company has joined inunder applicable law, (4) except as provided in Section 4 of this Agreement or the Board has consented to, the initiation of such Proceeding, or (5) the Proceeding is one instituted after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to enforce indemnification rights under Section 5 below; (bsuch Change in Control) To the extent Indemnitee settles or otherwise disposes of a Proceeding or causes the settlement or disposal of a Proceeding without the Company's express prior written consent (which shall not be unreasonably withheld) unless Indemnitee receives court approval for (c) With regard to any judicial award if the Company was not given a reasonable and timely opportunity, at Independent Counsel has approved its expense, to participate in the defense of such action unless the Company's participation in such Proceeding was barred by this Agreement or the court in such Proceeding; or (d) For any acts, omissions, transactions or circumstances for which indemnification is prohibited by applicable state or federal law or until any preconditions imposed upon, or agreed to by, the Company by or with any court or governmental agency are satisfiedinitiation.

Prohibited Indemnification. Subject only to Section SECTION 2.3 below, no indemnification nor Expense Advance (as defined in Section SECTION 3.1 below) pursuant to this Agreement shall be paid by the Company: (a) In connection with any Proceeding initiated by Indemnitee against the Company or any director of or officer of the Company unless the Company has joined in, or the Board has consented to, the initiation of such Proceeding, or the Proceeding is one to enforce indemnification rights under Section SECTION 5 below; (b) To the extent Indemnitee settles or otherwise disposes of a Proceeding or causes the settlement or disposal of a Proceeding without the Company's express prior written consent (which shall not be unreasonably withheld) unless Indemnitee receives court approval forfor such settlement or other disposition where the Company had the opportunity to oppose Indemnitee's request for such court approval; (c) With regard to any judicial award if the Company was not given a reasonable and timely opportunity, at its expense, to participate in the defense of such action unless the Company's participation in such Proceeding was barred by this Agreement or the court in such Proceeding; or (d) For any acts, omissions, transactions or circumstances for which indemnification is prohibited by applicable state or federal law or until any preconditions imposed upon, or agreed to by, the Company by or with any court or governmental agency are satisfied.

Prohibited Indemnification. Subject only to Section 2.3 below, no indemnification nor Expense Advance (as defined in Section 3.1 below) pursuant to this Agreement shall be paid by the Company: (a) In connection with any Proceeding initiated by Indemnitee against the Company or any director of or officer of the Company unless the Company has joined in, or the Board has consented to, the initiation of such Proceeding, or the Proceeding is one to enforce indemnification rights under Section 5 below; (b) To the extent Indemnitee settles or otherwise disposes of a Proceeding or causes the settlement or disposal of a Proceeding without the Company's ’s express prior written consent (which shall not be unreasonably withheldwithheld or delayed) unless Indemnitee receives court approval forfor such settlement or other disposition where the Company had the opportunity to oppose Indemnitee’s request for such court approval; (c) With regard to any judicial award if the Company was not given a reasonable and timely opportunity, at its expense, to participate in the defense of such action unless the Company's ’s participation in such Proceeding was barred by this Agreement or the court in such Proceeding; or (d) For any acts, omissions, transactions or circumstances for which indemnification is prohibited by applicable state or federal law or until any preconditions imposed upon, or agreed to by, the Company by or with any court or governmental agency are satisfied.