Common use of Prohibited Indemnification Clause in Contracts

Prohibited Indemnification. The following shall not be Indemnifiable by the Company: (i) A Proceeding in which judgement is rendered against Indemnitee for an accounting or profits made from the purchase or sale by Indemnitee of securities of the Company under the provisions of Section 16(b) of the Securities Exchange Act, or similar provision of any federal, state or local laws; (ii) Any breach of the director's duty of loyalty to the Company or its shareholders; (iii) Acts or omissions not in good faith or which involve intentional misconduct or a knowing and violation of law; (iv) Unlawful payment of dividends or unlawful stock purchase or redemption pursuant to Section 174 of the Delaware General Corporation Law; and (v) Any transaction from which the director derived an improper personal benefit.

Appears in 5 contracts

Samples: Indemnification Agreement (Variflex Inc), Indemnification Agreement (Variflex Inc), Indemnification Agreement (Variflex Inc)

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Prohibited Indemnification. The following shall not be Indemnifiable by the Company: (i) A Proceeding in which judgement is rendered against Indemnitee for an accounting or profits made from the purchase or sale by Indemnitee lndemnitee of securities of the Company under the provisions of Section 16(b) of the Securities Exchange Act, or similar provision of any federal, state or local laws; (ii) Any breach of the director's ’s duty of loyalty to the Company or its shareholders; (iii) Acts or omissions not in good faith or which involve intentional misconduct or a knowing and violation of law; (iv) Unlawful payment of dividends or unlawful stock purchase or redemption pursuant to Section 174 of the Delaware General Corporation Law; and (v) Any transaction from which the director derived an improper personal benefit.

Appears in 1 contract

Samples: Indemnification Agreement (Variflex Inc)

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