Common use of Prohibited Indemnification Clause in Contracts

Prohibited Indemnification. No indemnification pursuant to this Agreement shall be paid by Covidien Ltd.: (i) on account of any Proceeding in which a final and non-appealable judgment is rendered against Indemnitee for an accounting of profits made from the purchase or sale by Indemnitee of securities of Covidien plc pursuant to the provisions of Section 16(b) of the Exchange Act or similar provisions of any federal, state, or local laws; (ii) if a court of competent jurisdiction by a final and non-appealable judgment, shall determine that such indemnification is not permitted under applicable law; (iii) on account of any Proceeding relating to an Indemnifiable Event as to which the Indemnitee has been convicted of a crime constituting a felony under the 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 for which Indemnitee is sentenced to death or imprisonment for a term exceeding one year); or (iv) on account of any Proceeding brought by Covidien plc or any of its subsidiaries against Indemnitee; or (v) on account of any Proceeding relating to an Indemnifiable Event described in clause (iii) of the definition thereof that is initiated after the sixth anniversary of the Transaction Time.

Prohibited Indemnification. No indemnification pursuant to this Agreement Deed shall be paid by Covidien Ltd.Strongbridge Biopharma plc: (ia) on account of any Proceeding in which a final and non-appealable judgment is rendered against the Indemnitee for an accounting of profits made from the purchase or sale by the Indemnitee of securities of Covidien Strongbridge Biopharma plc pursuant to the provisions of Section 16(b) of the Exchange Act or similar provisions of any federal, state, state or local laws; (iib) if a court of competent jurisdiction by a final and non-appealable judgment, shall determine that such indemnification is not permitted under applicable law; (iiic) on account of any Proceeding relating to an Indemnifiable Event as to which the Indemnitee has been convicted of a crime constituting a felony under the 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 for which the Indemnitee is sentenced to death or imprisonment for a term exceeding one year); or (ivd) on account of any Proceeding brought by Covidien Strongbridge Biopharma plc or any of its subsidiaries against the Indemnitee; or (v) on account of any Proceeding relating to an Indemnifiable Event described in clause (iii) of the definition thereof that is initiated after the sixth anniversary of the Transaction Time.

Prohibited Indemnification. No indemnification pursuant to this Agreement shall be paid by Covidien Ltd.Tyco International plc: (i) on account of any Proceeding in which a final and non-appealable judgment is rendered against Indemnitee for an accounting of profits made from the purchase or sale by Indemnitee of securities of Covidien Tyco International plc pursuant to the provisions of Section 16(b) of the Exchange Act or similar provisions of any federal, state, or local laws; (ii) if a court of competent jurisdiction by a final and non-appealable judgment, shall determine that such indemnification is not permitted under applicable law; (iii) on account of any Proceeding relating to an Indemnifiable Event as to which the Indemnitee has been convicted of a crime constituting a felony under the 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 for which Indemnitee is sentenced to death or imprisonment for a term exceeding one year); or (iv) on account of any Proceeding brought by Covidien Tyco International plc or any of its subsidiaries against Indemnitee; or (v) on account of any Proceeding relating to an Indemnifiable Event described in clause (iii) of the definition thereof that is initiated after the sixth anniversary of the Transaction Time.

Prohibited Indemnification. No indemnification pursuant to this Agreement shall be paid by Covidien Ltd.Tyco Management: (i) on account of any Proceeding in which a final and non-appealable judgment is rendered against Indemnitee for an accounting of profits made from the purchase or sale by Indemnitee of securities of Covidien Tyco International plc pursuant to the provisions of Section 16(b) of the Exchange Act or similar provisions of any federal, state, or local laws; (ii) if a court of competent jurisdiction by a final and non-appealable judgment, shall determine that such indemnification is not permitted under applicable law; (iii) on account of any Proceeding relating to an Indemnifiable Event as to which the Indemnitee has been convicted of a crime constituting a felony under the 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 for which Indemnitee is sentenced to death or imprisonment for a term exceeding one year); or (iv) on account of any Proceeding brought by Covidien Tyco International plc or any of its subsidiaries against Indemnitee; or (v) on account of any Proceeding relating to an Indemnifiable Event described in clause (iii) of the definition thereof that is initiated after the sixth anniversary of the Transaction Time.