Common use of Exception to Right of Indemnification or Advancement of Expenses Clause in Contracts

Exception to Right of Indemnification or Advancement of Expenses. Notwithstanding any other provision of this Agreement, the Indemnitee shall not be entitled to indemnification or advancement of Expenses under this Agreement with respect to any Proceeding, or any claim therein, brought or made by the Indemnitee against: (a) the Company, except for (i) any claim or Proceeding in respect of this Agreement and/or the Indemnitee’s rights hereunder, (ii) any claim or Proceeding to establish or enforce a right to indemnification under any statute or law and (iii) any counter-claim or cross-claim brought or made by him against the Company in any Proceeding brought by or in the right of the Company against him; or (b) any other Person, except for Proceedings or claims approved by the Board.

Exception to Right of Indemnification or Advancement of Expenses. Notwithstanding any other provision of this Agreement, the Indemnitee shall not be entitled to indemnification or advancement of Expenses under this Agreement with respect to any Proceeding, or any claim therein, brought or made by the Indemnitee against: (ai) the Company, except for (ix) any claim or Proceeding in respect of this Agreement and/or the Indemnitee’s rights hereunder, (iiy) any claim or Proceeding to establish or enforce a right to indemnification under any statute or law and (iiiz) any counter-claim or cross-claim cross‑claim brought or made by him her against the Company in any Proceeding brought by or in the right of the Company against himher; or (bii) any other Person, except for Proceedings or claims approved by the Board.

Exception to Right of Indemnification or Advancement of Expenses. Notwithstanding any other provision of this Agreement, the Indemnitee shall not be entitled to indemnification or advancement of Expenses under this Agreement with respect to any Proceeding, or any claim therein, brought or made by the Indemnitee against: (a) the Company, except for (i) any claim or Proceeding in respect of this Agreement and/or the Indemnitee’s 's rights hereunder, (ii) any claim or Proceeding to establish or enforce a right to indemnification under any statute or law and (iii) any counter-claim or cross-claim brought or made by him against the Company in any Proceeding brought by or in the right of the Company against him; or (b) any other Person, except for Proceedings or claims approved by the Board.

Exception to Right of Indemnification or Advancement of Expenses. Notwithstanding any other provision of this Agreement, the Indemnitee shall not be entitled to indemnification or advancement of Expenses under this Agreement with respect to any Proceeding, or any claim therein, brought or made by the Indemnitee against: (a) the Company, except for (i) any claim or Proceeding in respect of this Agreement and/or the Indemnitee’s rights hereunder, (ii) any claim or Proceeding to establish or enforce a right to indemnification under (A) any statute or law law, (B) any other agreement with the Company or (C) the Company’s Certificate or Bylaws as now or hereafter in effect and (iii) any counter-claim or cross-claim brought or made by him against the Company in any Proceeding brought by or in the right of the Company against him; or (b) any other Person, except for Proceedings or claims approved by the Board.

Exception to Right of Indemnification or Advancement of Expenses. Notwithstanding any other provision of this Agreement, the Indemnitee shall not be entitled to indemnification or advancement of Expenses under this Agreement with respect to any Proceeding, or any claim therein, brought or made by the Indemnitee against: (a) the Company, except for (i) any claim or Proceeding in respect of this Agreement and/or the Indemnitee’s rights hereunder, (ii) any claim or Proceeding to establish or enforce a right to indemnification under any statute or law law, other agreement with the Company or the Company’s Certificate of Incorporation or Bylaws as now or hereafter in effect, and (iii) any counter-claim or cross-claim brought or made by him against the Company in any Proceeding brought by or in the right of the Company against him; or (b) any other Person, except for Proceedings or claims approved by the Board.

Exception to Right of Indemnification or Advancement of Expenses. Notwithstanding any other provision of this Agreement, the Indemnitee shall not be entitled to indemnification or advancement of Expenses under this Agreement with respect to any Proceeding, or any claim therein, brought or made by the Indemnitee against: (a) the Company, except for (i) any claim or Proceeding in respect of this Agreement and/or the Indemnitee’s rights hereunder, (ii) any claim or Proceeding to establish or enforce a right to indemnification under any statute or law and (iii) any counter-claim or cross-cross claim brought or made by him against the Company in any Proceeding brought by or in the right of the Company against him; or (b) any other Person, except for Proceedings or claims approved by the Board.

Exception to Right of Indemnification or Advancement of Expenses. Notwithstanding any other provision of this Agreement, the Indemnitee shall not be entitled to indemnification or advancement of Expenses expenses under this Agreement with respect to any Proceeding, or any claim therein, brought or made by the Indemnitee against: (ai) the CompanyCompany or any of its affiliates, except for (ix) any claim or Proceeding proceeding in respect of this Agreement and/or the Indemnitee’s rights hereunder, ; (iiy) any claim or Proceeding proceeding to establish or enforce a right to indemnification under any statute or law of law; and (iiiz) any counter-claim or cross-claim brought or made by her or him against the Company or any of its affiliates in any Proceeding proceeding brought by or in the right of the Company or any of its affiliates against her or him; or (bii) any Any other Person, person except for Proceedings or claims approved by the BoardCompany.

Exception to Right of Indemnification or Advancement of Expenses. Notwithstanding any other provision of this Agreement, the Indemnitee shall not be entitled to indemnification or advancement of Expenses under this Agreement with respect to any Proceeding, or any claim therein, brought or made by the Indemnitee against: (a) the Company, except for (i) any claim or Proceeding in respect of this Agreement and/or the Indemnitee’s 's rights hereunder, (ii) any claim or Proceeding to establish or enforce a right to indemnification under any statute statute, law or law policy of insurance and (iii) any counter-claim or cross-claim brought or made by him against the Company in any Proceeding brought by or in the right of the Company against him; or (b) any other Person, except for Proceedings or claims approved by the Board.

Exception to Right of Indemnification or Advancement of Expenses. Notwithstanding any other provision of this Agreement, the Indemnitee shall not be entitled to indemnification or advancement of Expenses under this Agreement with respect to any Proceeding, or any claim therein, brought or made by the Indemnitee against: : (a) the Company, except for (i) any claim or Proceeding in respect of this Agreement and/or the Indemnitee’s rights hereunder, (ii) any claim or Proceeding to establish or enforce a right to indemnification under any statute or law law, other agreement with the Company or the Company’s Certificate of Incorporation or Bylaws as now or hereafter in effect, and (iii) any counter-claim or cross-claim brought or made by him against the Company in any Proceeding brought by or in the right of the Company against him; or (b) any other Person, except for Proceedings or claims approved by the Board.7 HOU:3446384.1

Exception to Right of Indemnification or Advancement of Expenses. Notwithstanding any other provision of this Agreement, the Indemnitee shall not be entitled to indemnification or advancement of Expenses under this Agreement with respect to any Proceeding, or any claim therein, brought or made by the Indemnitee against: (a) : the Company, except for (i) any claim or Proceeding in respect of this Agreement and/or the Indemnitee’s 's rights hereunder, (ii) any claim or Proceeding to establish or enforce a right to indemnification under any statute or law and (iii) any counter-claim or cross-claim brought or made by him against the Company in any Proceeding brought by or in the right of the Company against him; or (b) or any other Person, except for Proceedings or claims approved by the Board.

Exception to Right of Indemnification or Advancement of Expenses. Notwithstanding any other provision of this Agreement, the Indemnitee shall not be entitled to indemnification or advancement of Expenses under this Agreement with respect to any Proceeding, or any claim therein, brought or made by the Indemnitee against: (a) the Company, except for (i) any claim or Proceeding in respect of this Agreement and/or the Indemnitee’s rights hereunder, (ii) any claim or Proceeding to establish or enforce a right to indemnification under any statute or law law, other agreement with the Company or the Company’s Certificate or Bylaws as now or hereafter in effect, and (iii) any counter-claim or cross-claim cross‑claim brought or made by him against the Company in any Proceeding brought by or in the right of the Company against him; or (b) any other Person, except for Proceedings or claims approved by the Board.

Exception to Right of Indemnification or Advancement of Expenses. Notwithstanding any other provision of this Agreement, the Indemnitee shall not be entitled to indemnification or advancement of Expenses under this Agreement with respect to any Proceeding, or any claim therein, brought or made by the Indemnitee against: : (a) the Company, except for (i) any claim or Proceeding in respect of this Agreement and/or the Indemnitee’s rights hereunder, (ii) any claim or Proceeding to establish or enforce a right to indemnification under any statute or law and (iii) any counter-claim or cross-claim brought or made by him against the Company in any Proceeding brought by or in the right of the Company against him; or (b) any other Person, except for Proceedings or claims approved by the Board.