Restrictions on Indemnification. No indemnification shall be provided to any such Indemnitee for acts or omissions of the Indemnitee finally adjudged to be a matter for which such Indemnitee is liable to the Company because it falls outside of the limitations on liability set forth in Section 8.1.
Restrictions on Indemnification. No indemnification shall be provided to any indemnitee for acts or omissions of the indemnitee finally adjudged to be intentional misconduct or a knowing violation of law, for any transaction with respect to which it was finally adjudged that the indemnitee personally received a benefit in money, property or services to which the indemnitee was not legally entitled or if the Bank is otherwise prohibited by applicable law or regulation from paying indemnification.
Restrictions on Indemnification. No indemnification shall be provided to any indemnitee for acts or omissions of the indemnitee finally adjudged to be intentional misconduct or a knowing violation of law, for conduct of the indemnitee finally adjudged to be in violation of RCW 23B.08.310, for any transaction with respect to which it was finally adjudged that the indemnitee personally received a benefit in money, property or services to which the indemnitee was not legally entitled or if the Corporation is otherwise prohibited by applicable law from paying indemnification. Notwithstanding the foregoing, if RCW 23B.08.560 is amended, the restrictions on indemnification set forth in this Section 2 of this Article IX shall be as set forth in the amended statutory provision.
Restrictions on Indemnification. No party hereto shall have --------------------------------- liability under this Agreement arising from any intentional breach of warranty, misrepresentation or omission unless the aggregate amount of all Damages finally determined to arise from such breaches, misrepresentations or omissions exceeds $50,000, and, in such event the indemnifying party shall be required to pay the full amount of such Damages including the first $50,000 of such Damages.
Restrictions on Indemnification. The amount of indemnification liability of any Founder or his FounderCo under this Section 9 to all Indemnified Persons shall be limited to the value of all the Shares then held by such Founder or his FounderCo. For the avoidance of doubt, such Founder or FounderCo is entitled to choose the following ways to perform and assume its indemnification liabilities: (i) payment by cash, (ii) transfer of Shares held by it, or (iii) other ways permitted by Applicable Laws.
Restrictions on Indemnification. Neither party shall have liability under this Article V arising from any breach of warranty, misrepresentation or omission unless the aggregate amount of all Damages finally determined to arise from such breaches, misrepresentations or omissions exceeds Fifty Thousand Dollars ($50,000), and, in such event the indemnifying party shall be required to pay the full amount of such Damages including the first Fifty Thousand Dollars ($50,000) of such Damages.
Restrictions on Indemnification. The amount of indemnification liability of any Founder or his FounderCo under this Section 9 to all Indemnified Persons shall be limited to the value of all the Shares then held by such Founder or his FounderCo; provided that in the event of (x) any intentional or willful misconduct by any Founder or his FounderCo, or (y) the incurrence of criminal liability under any applicable jurisdiction by any Founder or FounderCo, the aforesaid limitations shall not apply. For the avoidance of doubt, such Founder or FounderCo is entitled to choose the following ways to perform and assume its indemnification liabilities: (i) payment by cash, (ii) transfer of Shares held by it, or (iii) other ways permitted by Applicable Laws.
Restrictions on Indemnification. Notwithstanding any other provision contained in this Agreement to the contrary, the Company shall not:
(i) indemnify against Liabilities (or advance Expenses) to Indemnitee with respect to any Action initiated or brought voluntarily by Indemnitee and not by way of defense, except with respect to Actions:
(1) brought to establish or enforce a right to indemnification against Liabilities (or an advance of Expenses) under Section 7, or under any applicable statute or law;
(2) initiated or brought voluntarily by Indemnitee to the extent Indemnitee is successful on the merits or otherwise in connection with such an Action; or
(3) as to which the Board determines it be appropriate.
(ii) indemnify Indemnitee against judgments, fines or penalties incurred in a Derivative Action if Indemnitee is finally adjudged liable to the Company by a court (unless the court before which such Derivative Action was brought determines that Indemnitee is fairly and reasonably entitled to indemnity for any or all of such judgments, fines or penalties); or
(iii) indemnify Indemnitee under this Article 11 for any amounts paid in settlement of any Action effected without the Company's written consent.
Restrictions on Indemnification. No indemnification shall be made (a) in any Derivative Suit on any claim, issue or matter for which the Indemnitee has been finally adjudged by a court of competent jurisdiction to be liable to the Company due to his gross negligence or willful misconduct unless and to the extent that the court in which the Derivative Suit was heard determines that the Indemnitee is entitled to indemnification, or (b) for any accounting of profits made by the Indemnitee in violation of Section 16(b) of the Exchange Act.
Restrictions on Indemnification. No indemnification shall be provided to any such indemnitee for acts or omissions of the indemnitee finally adjudged to be intentional misconduct or a knowing violation of law, for conduct of the indemnitee finally adjudged to be in violation of Section 23B.08.310 of the Washington Business Corporation Act, for any transaction with respect to which it was finally adjudged that such indemnitee personally received a benefit in money, property or services to which the indemnitee was not legally entitled or if the corporation is otherwise prohibited by applicable law from paying such indemnification. Notwithstanding the foregoing, if Section 23B.08.560 or any successor provision of the Washington Business Corporation Act is hereafter amended, the restrictions on indemnification set forth in this subsection 10.2 shall be as set forth in such amended statutory provision. SHARE EXCHANGE AGREEMENT EXHIBIT D
