Common use of Unlawful Indemnification Clause in Contracts

Unlawful Indemnification. To indemnify the Indemnitee if a final decision by a court having jurisdiction in the matter shall determine that such indemnification is prohibited by law. Both the Company and Indemnitee acknowledge that in certain instances, Federal law or public policy may override applicable state law and prohibit the Company from indemnifying its directors and officers under this Agreement or otherwise. For example, the Company and Indemnitee acknowledge that the Securities and Exchange Commission (the “SEC”) has taken the position that indemnification is not permissible for liabilities arising under certain federal securities laws, and federal legislation prohibits indemnification for certain ERISA violations. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future to undertake with the SEC to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s right under public policy to indemnify Indemnitee.

Unlawful Indemnification. To indemnify the Indemnitee if a final decision by a court having jurisdiction in the matter shall determine that such indemnification is prohibited by lawnot lawful. Both the Company and Indemnitee acknowledge that in certain instances, Federal federal law or public policy may override applicable state law and prohibit the Company from indemnifying its directors and officers agents under this Agreement or otherwise. For exampleIn this respect, the Company and Indemnitee acknowledge have been advised that the Securities and Exchange Commission (the “SEC”) has taken the position that indemnification is not permissible for liabilities arising under certain the federal securities lawslaw is against public policy, and federal legislation prohibits indemnification for certain ERISA violations. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future to undertake with the SEC Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s 's right or ability under public policy to indemnify Indemnitee.