Common use of Prohibited Indemnification Clause in Contracts

Prohibited Indemnification. No indemnification pursuant to this Agreement shall be paid by the Company on account of any Proceeding in which a final judgment is rendered against Indemnitee or Indemnitee enters into a settlement, in each case (i) 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 Exchange Act of 1934, as amended (the “Exchange Act”) or similar provisions of any federal, state or local laws; (ii) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; or (iii) for which payment is prohibited by law. Notwithstanding anything to the contrary stated or implied in this Section 2(f), indemnification pursuant to this Agreement relating to any Proceeding 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 Exchange Act or similar provisions of any federal, state or local laws shall not be prohibited if Indemnitee ultimately establishes in any Proceeding that no recovery of such profits from Indemnitee is permitted under Section 16(b) of the Exchange Act or similar provisions of any federal, state or local laws. With respect to subpart (ii) of this subparagraph, the Company shall make indemnification payments during the time periods otherwise required by this Agreement if payments by the insurance carrier(s) have not previously been made; and to the extent the carrier(s) later make payments, Indemnitee will transfer or assign those payments to the Company.

Prohibited Indemnification. No indemnification pursuant to this Agreement shall be paid by the Company on account of any Proceeding in which a final judgment is rendered against Indemnitee or Indemnitee enters into a settlement, in each case (i) 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 Exchange Act of 1934, as amended (the “Exchange Act”) or similar provisions of any federal, state or local laws; (ii) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; (iii) for any Expenses incurred by Indemnitee in connection with any Proceeding to enforce indemnification rights or insurance recovery under Section 5 where it has been ultimately determined that Indemnitee is not entitled to such indemnification or insurance recovery; (iv) for any Expenses incurred by Indemnitee in connection with any Proceeding to enforce against Indemnitee non-compete or non-disclosure agreements or the non-compete or non-disclosure provisions of any employment, consulting or other similar agreement the Indemnitee may be a party to with the Company or any of its Affiliates; or (iiiv) for which payment is prohibited by law. Notwithstanding anything to the contrary stated or implied in this Section 2(f), indemnification pursuant to this Agreement relating to any Proceeding 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 Exchange Act or similar provisions of any federal, state or local laws shall not be prohibited if Indemnitee ultimately establishes in any Proceeding that no recovery of such profits from Indemnitee is permitted under Section 16(b) of the Exchange Act or similar provisions of any federal, state or local laws. With respect to subpart (ii) of this subparagraph, the Company shall make indemnification payments during the time periods otherwise required by this Agreement if payments by the insurance carrier(s) have not previously been made; and to the extent the carrier(s) later make payments, Indemnitee will transfer or assign those payments to the Company.

Prohibited Indemnification. No indemnification pursuant to this Agreement Deed shall be paid by the Company Company: (i) on account of any Proceeding in which a final and non-appealable judgment is rendered against Indemnitee or Indemnitee enters into a settlement, in each case (i) 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 Exchange Act of 1934, as amended (the “Exchange Act”) or similar provisions of any federal, state or local laws; (ii) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; or (iii) for which payment is prohibited by law. Notwithstanding anything to the contrary stated or implied in this Section 2(f), indemnification pursuant to this Agreement relating to any Proceeding against Indemnitee for an accounting of profits made from the purchase or sale by Indemnitee of securities of the Company pursuant to the provisions provision of Section 16(b) of the Exchange Act or similar provisions provision of any federal, state or local laws shall not be prohibited if Indemnitee ultimately establishes in any Proceeding that no recovery of such profits from Indemnitee is permitted under Section 16(b) of the Exchange Act or similar provisions of any federalstate, state or local laws. With respect to subpart ; (ii) if a court of this subparagraphcompetent jurisdiction by a final and non-appealable judicial determination, shall determine that such indemnification is not permitted under applicable law; (iii) on account of any Proceeding relating to an Indemnifiable Event to which the Company shall make indemnification payments during Indemnitee has been convicted of a crime constituting a felony under the time periods laws of the jurisdiction where the criminal action had been brought (or, where a jurisdiction does not classify any crime as a felony, a crime which the Indemnitee is sentenced to imprisonment for a term exceeding one year); or (iv) in respect of any fraud, dishonesty or intentional or grossly negligent breach of duties of which the Indemnitee may be guilty in relation to the Company; (v) that is expressly prohibited by applicable law (including, with respect to any director or secretary, in respect of any liability expressly prohibited from being indemnified or otherwise required by this Agreement if payments by limited, including pursuant to section 235 of the insurance carrier(sCompanies Act (including any successor provisions)), but (i) have not previously been made; in no way limiting any rights under sections 233 and 234 of the Companies Act (including any successor provisions) or (ii) to the extent the carrier(s) later make paymentsany such limitations or prescriptions are amended or determined by a court of competent jurisdiction to be void or inapplicable, Indemnitee will transfer or assign those payments relief to the Companycontrary is granted, then the Indemnitee shall receive the greatest rights then available under law; or (vi) on account of any Proceedings brought by the Company or any of its Subsidiaries against the Indemnitee.

Prohibited Indemnification. No indemnification pursuant to this Agreement shall be paid by the Company on account of of: (a) Indemnitee’s conduct that is finally adjudged to have been knowingly fraudulent or to constitute willful misconduct; (b) any Proceeding in which a final judgment is rendered against the Indemnitee or Indemnitee enters into a settlement, in each case (i) for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) 1934 and amendments thereto or similar provisions of any federal, state or local laws; statutory law; (iic) any Proceeding in which judgment is rendered against the Indemnitee for which payment has actually been made reimbursement to or on behalf the Company of Indemnitee under any insurance policy bonus or other indemnity provision, except with respect to any excess beyond incentive-based or equity-based compensation as required under the amount paid under any insurance policy or other indemnity provision; or (iii) for which payment is prohibited by law. Notwithstanding anything to the contrary stated or implied in this Section 2(f), indemnification pursuant to this Agreement relating to any Proceeding 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 federal, state or local laws shall not be prohibited if statutory law; (d) conduct for which payment is actually made to the Indemnitee ultimately establishes under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, by-law or agreement, except in any Proceeding that no recovery of such profits from Indemnitee is permitted under Section 16(b) of the Exchange Act or similar provisions respect of any federalindemnity exceeding the payment under such insurance, state clause, by-law or local laws. With respect to subpart agreement; (e) a final decision by a court having jurisdiction in the matter determining that such indemnification is not lawful (and, in this respect, both the Company and the Indemnitee have been advised that the Securities and Exchange Commission believes that (i) indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and (ii) of this subparagraph, claims for indemnification should be submitted to the appropriate court for adjudication); or (f) any proceeding (or part thereof) by the Indemnitee against the Company shall make or its directors, officers, employees, or other indemnitees, unless (i) such indemnification payments during is expressly required to be made by law, (ii) the time periods otherwise required proceeding was authorized by the Board, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under applicable law, (iv) to establish or enforce a right to indemnity under this Agreement if payments or any other agreement or insurance policy or under the Certificate of Incorporation or Bylaws or (v) the Proceeding is instituted after a Change in Control (other than a Change in Control approved by a majority of the insurance carrier(s) have not previously been made; and directors on the Board who were directors immediately prior to the extent the carrier(s) later make payments, Indemnitee will transfer or assign those payments to the Companysuch Change in Control).

Prohibited Indemnification. No indemnification pursuant to this Agreement shall be paid by the Company on account of any Proceeding in which a final judgment is rendered against Indemnitee or Indemnitee enters into a settlement, in each case (i) 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 Exchange Act of 1934, as amended (the “Exchange Act”) or similar provisions of any federal, state or local laws; (ii) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; or (iii) for which payment is prohibited by law. Notwithstanding anything to the contrary stated or implied in this Section 2(f), indemnification pursuant to this Agreement relating to any Proceeding 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 Exchange Act or similar provisions of any federal, state or local laws shall not be prohibited if Indemnitee ultimately establishes in any Proceeding that no recovery of such profits from Indemnitee is permitted under Section 16(b) of the Exchange Act or similar provisions of any federal, state or local laws. With respect to subpart (ii) of this subparagraph, the Company shall make indemnification payments during the time periods otherwise required by this Agreement if payments by the insurance carrier(s) have not previously been made; and to the extent the carrier(s) later make payments, Indemnitee will transfer or assign those payments to the Company.

Prohibited Indemnification. No indemnification pursuant to this Agreement shall be paid by the Company on account of any Proceeding in which a final judgment is rendered against Indemnitee or Indemnitee enters into a settlement, in each case (i) 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 Exchange Act of 1934, as amended (the “Exchange Act”) or similar provisions of any federal, state or local laws; (ii) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provisionprovision and provided, however, that payment made to Indemnitee pursuant to an insurance policy purchased and maintained by Indemnitee at his or her own expense of any amounts otherwise indemnifiable or obligated to be made pursuant to this Agreement shall not reduce the Company’s obligations to Indemnitee pursuant to this Agreement; or (iii) for which payment is prohibited by lawlaw as determined by a court of competent jurisdiction in a final adjudication not subject to further appeal. Notwithstanding anything to the contrary stated or implied in this Section 2(f), indemnification pursuant to this Agreement relating to any Proceeding 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 Exchange Act or similar provisions of any federal, state or local laws shall not be prohibited if Indemnitee ultimately establishes in any Proceeding that no recovery of such profits from Indemnitee is permitted under Section 16(b) of the Exchange Act or similar provisions of any federal, state or local laws. With respect to subpart (ii) of this subparagraph, the Company shall make indemnification payments during the time periods otherwise required by this Agreement if payments by the insurance carrier(s) have not previously been made; and to the extent the carrier(s) later make payments, Indemnitee will transfer or assign those payments to the Company.

Prohibited Indemnification. No indemnification pursuant to this Agreement shall be paid by the Company on account of of: (a) Indemnitee’s conduct that is finally adjudged to have been knowingly fraudulent or to constitute willful misconduct; (b) any Proceeding in which a final judgment is rendered against the Indemnitee or Indemnitee enters into a settlement, in each case (i) for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) 1934 and amendments thereto or similar provisions of any federal, state or local laws; statutory law; (iic) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; or (iii) conduct for which payment is prohibited actually made to the Indemnitee under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, by-law or agreement, except in respect of any indemnity exceeding the payment under such insurance, clause, by-law or agreement; (d) if a final decision by a court having jurisdiction in the matter shall determine that such indemnification is not lawful (and, in this respect, both the Company and the Indemnitee have been advised that the Securities and Exchange Commission believes that (i) indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and (ii) claims for indemnification should be submitted to the appropriate court for adjudication); or (e) any proceeding (or part thereof) by the Indemnitee against the Company or its directors, officers, employees, or other indemnitees, unless (1) such indemnification is expressly required to be made by law. Notwithstanding anything to , (2) the contrary stated or implied proceeding was authorized by the Board, (3) such indemnification is provided by the Company, in this Section 2(f)its sole discretion, indemnification pursuant to this Agreement relating to any Proceeding against Indemnitee for an accounting of profits made from the purchase or sale by Indemnitee of securities of the Company pursuant to the provisions powers vested in the Company under applicable law, (4) to establish or enforce a right to indemnify under this Agreement or any other agreement or insurance policy or under the Company’s Certificate of Section 16(bIncorporation or By-laws now or hereafter in effect or (5) the Proceeding is instituted after a Change in Control (other than a Change in Control approved by a majority of the Exchange Act or similar provisions of any federal, state or local laws shall not be prohibited if Indemnitee ultimately establishes directors on the Board who were directors immediately prior to such Change in any Proceeding that no recovery of such profits from Indemnitee is permitted under Section 16(b) of the Exchange Act or similar provisions of any federal, state or local laws. With respect to subpart (ii) of this subparagraph, the Company shall make indemnification payments during the time periods otherwise required by this Agreement if payments by the insurance carrier(s) have not previously been made; and to the extent the carrier(s) later make payments, Indemnitee will transfer or assign those payments to the CompanyControl).