Common use of Exception to Right of Indemnification Clause in Contracts

Exception to Right of Indemnification. Notwithstanding any other provision of this Agreement, Indemnitee shall not be entitled to indemnification under this Agreement with respect to any Proceeding brought by Indemnitee, or any claim therein, unless (a) the bringing of such Proceeding or making of such claim shall have been approved by the Board or (b) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement. The Company shall not be obligated to indemnify Indemnitee against amounts paid in settlement of a Proceeding against Indemnitee if the settlement is effected by Indemnitee without the Company’s prior written consent, which consent shall not be unreasonably withheld, unless the settlement solely involves the payment of money or performance of any obligation by persons other than the Company and includes an unconditional release of the Company by all relevant parties from all liability on any matters that are the subject of such Proceeding and an acknowledgment that the Company denies all wrongdoing in connection with such matters. The Company shall not, without the prior written consent of Indemnitee, which consent shall not be unreasonably withheld, effect any settlement of any Proceeding against Indemnitee or which could have been brought against Indemnitee or which potentially or actually imposes any cost, liability, exposure or burden on Indemnitee, unless the settlement solely involves the payment of money or performance of any obligation by persons other than Indemnitee and includes an unconditional release of Indemnitee by all relevant parties from all liability on any matters that are the subject of such Proceeding and an acknowledgment that Indemnitee denies all wrongdoing in connection with such matters.

Exception to Right of Indemnification. Notwithstanding any other provision of this Agreement, Indemnitee shall not be entitled to indemnification under this Agreement with respect to any Proceeding brought by Indemnitee, or any claim therein, unless (a) the bringing of such Proceeding or making of such claim shall have been approved by the Board or (b) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement. The Company shall not be obligated to indemnify Indemnitee against amounts paid in settlement of a Proceeding against Indemnitee if the such settlement is effected by Indemnitee without the Company’s prior written consent, which consent shall not be unreasonably withheld, unless the such settlement solely involves the payment of money or performance of any obligation by persons other than the Company and includes an unconditional release of the Company by all relevant parties from all liability on any matters that are the subject of such Proceeding and an acknowledgment that the Company denies all wrongdoing in connection with such matters. The Company shall not, without the prior written consent of Indemnitee, which consent shall not be unreasonably withheld, effect any settlement of any Proceeding against Indemnitee or which could have been brought against Indemnitee or which potentially or actually imposes any cost, liability, exposure or burden on Indemnitee, unless the such settlement solely involves the payment of money or performance of any obligation by persons other than Indemnitee and includes an unconditional release of Indemnitee by all relevant parties from all liability on any matters that are the subject of such Proceeding and an acknowledgment that Indemnitee denies all wrongdoing in connection with such matters.

Exception to Right of Indemnification. Notwithstanding any other provision of in this Agreement, Indemnitee shall not be entitled to indemnification under this Agreement with respect to any Proceeding brought by Indemnitee, or any claim therein, unless (a) the bringing of such Proceeding or making of such claim shall have been approved by the Board or (b) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement. The Company shall not be obligated under this Agreement to indemnify make any indemnity in connection with any claim made against Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee against amounts under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision[, provided, that the foregoing shall not affect the rights of Indemnitee or the Fund Indemnitors set forth in settlement Section 8(c) above]7; (b) for an accounting of a Proceeding against Indemnitee if profits made from the settlement is effected purchase and sale (or sale and purchase) by Indemnitee without the Company’s prior written consent, which consent shall not be unreasonably withheld, unless the settlement solely involves the payment of money or performance of any obligation by persons other than the Company and includes an unconditional release securities of the Company by all relevant parties from all liability on any matters that are within the subject meaning of such Proceeding and an acknowledgment that Section 16(b) of the Company denies all wrongdoing Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; or (c) in connection with such matters. The Company shall not, without the prior written consent any Proceeding (or any part of any Proceeding) initiated by Indemnitee, which consent shall not be unreasonably withheld, effect including any settlement Proceeding (or any part of any Proceeding Proceeding) initiated by Indemnitee against Indemnitee the Company or which could have been brought against Indemnitee its directors, officers, employees or which potentially or actually imposes any cost, liability, exposure or burden on Indemniteeother indemnitees, unless (i) the settlement solely involves Board authorized the payment of money Proceeding (or performance any part of any obligation by persons Proceeding) prior to its initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law. 4 This should be included if the Indemnitee is affiliated with a fund or other than entity that provides indemnification to the Indemnitee. 5 This should be included if the Indemnitee and includes an unconditional release of is affiliated with a fund or other entity that provides indemnification to the Indemnitee. 6 This should be included if the Indemnitee by all relevant parties from all liability on any matters is affiliated with a fund or other entity that are provides indemnification to the subject of such Proceeding and an acknowledgment Indemnitee. 7 This should be included if the Indemnitee is affiliated with a fund or other entity that Indemnitee denies all wrongdoing in connection with such mattersprovides indemnification to the Indemnitee.

Exception to Right of Indemnification. Notwithstanding any other provision of in this Agreement, Indemnitee shall not be entitled to indemnification under this Agreement with respect to any Proceeding brought by Indemnitee, or any claim therein, unless (a) the bringing of such Proceeding or making of such claim shall have been approved by the Board or (b) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement. The Company shall not be obligated under this Agreement to indemnify make any indemnity in connection with any claim made against Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee against amounts under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision, provided, (i) that the foregoing shall not affect the rights of Indemnitee or the Fund Indemnitors set forth in settlement of a Proceeding against Section 8(c) above, and (ii) that payment made to Indemnitee if the settlement is effected pursuant to an insurance policy purchased and maintained by Indemnitee without at his or her own expense of any amounts otherwise indemnifiable or obligated to be made pursuant to this Agreement shall not reduce the Company’s prior written consent, which consent shall not be unreasonably withheld, unless obligations to Indemnitee pursuant to this Agreement; or (b) for (i) an accounting of profits made from the settlement solely involves the payment purchase and sale (or sale and purchase) by Indemnitee of money or performance securities of any obligation by persons other than the Company and includes an unconditional release within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law, (ii) any reimbursement of the Company by all relevant parties the Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by the Indemnitee from all liability on the sale of securities of the Company, as required in each case under the Exchange Act (including any matters such reimbursements that are the subject arise from an accounting restatement of such Proceeding and an acknowledgment that the Company denies all wrongdoing pursuant to Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), or the payment to the Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) or (iii) any reimbursement of the Company by Indemnitee of any compensation pursuant to any compensation recoupment or clawback policy adopted by the Board or the compensation committee of the Board, including but not limited to any such policy adopted to comply with stock exchange listing requirements implementing Section 10D of the Exchange Act; or (c) except as provided in Section 7(e) of this Agreement, in connection with such matters. The Company shall not, without the prior written consent any Proceeding (or any part of any Proceeding) initiated by Indemnitee, which consent shall not be unreasonably withheld, effect including any settlement Proceeding (or any part of any Proceeding Proceeding) initiated by Indemnitee against Indemnitee the Company or which could have been brought against Indemnitee its directors, officers, employees or which potentially or actually imposes any cost, liability, exposure or burden on Indemniteeother indemnitees, unless (i) the settlement solely involves Board authorized the payment of money Proceeding (or performance any part of any obligation by persons other than Indemnitee and includes an unconditional release of Indemnitee by all relevant parties from all liability on any matters that are the subject of Proceeding) prior to its initiation, (ii) such Proceeding and an acknowledgment that Indemnitee denies all wrongdoing payment arises in connection with such mattersany mandatory counterclaim or cross claim brought or raised by Indemnitee in any Proceeding (or any part of any Proceeding) or (iii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law. (d) for Expenses determined by the Company to have arisen out of Indemnitee’s breach or violation of his or her obligations under (i) any employment agreement between the Indemnitee and the Company or (ii) the Company’s Code of Business Conduct and Ethics (as amended from time to time).

Exception to Right of Indemnification. Notwithstanding any other provision of in this Agreement, Indemnitee shall not be entitled to indemnification under this Agreement with respect to any Proceeding brought by Indemnitee, or any claim therein, unless (a) the bringing of such Proceeding or making of such claim shall have been approved by the Board or (b) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement. The Company shall not be obligated under this Agreement to indemnify make any indemnity in connection with any claim made against Indemnitee: a. for which payment has actually been made to or on behalf of Indemnitee against amounts under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision[, provided, that the foregoing shall not affect the rights of Indemnitee or the Fund Indemnitors set forth in settlement Section 8(c) above]7; b. for an accounting of a Proceeding against Indemnitee if profits made from the settlement is effected purchase and sale (or sale and purchase) by Indemnitee without the Company’s prior written consent, which consent shall not be unreasonably withheld, unless the settlement solely involves the payment of money or performance of any obligation by persons other than the Company and includes an unconditional release securities of the Company by all relevant parties from all liability on any matters within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; 4 This should be included if the Indemnitee is affiliated with a fund or other entity that are provides indemnification to the subject of such Proceeding and an acknowledgment Indemnitee. 5 This should be included if the Indemnitee is affiliated with a fund or other entity that provides indemnification to the Indemnitee. 6 This should be included if the Indemnitee is affiliated with a fund or other entity that provides indemnification to the Indemnitee. 7 This should be included if the Indemnitee is affiliated with a fund or other entity that provides indemnification to the Indemnitee. c. for Indemnitee’s reimbursement to the Company denies all wrongdoing of any bonus or other incentive-based or equity-based compensation previously received by Indemnitee or payment of any profits realized by Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act (including any such reimbursements under Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 in connection with such matters. The an accounting restatement of the Company shall not, without the prior written consent of Indemnitee, which consent shall not be unreasonably withheld, effect any settlement of any Proceeding against Indemnitee or which could have been brought against Indemnitee or which potentially or actually imposes any cost, liability, exposure or burden on Indemnitee, unless the settlement solely involves the payment to the Company of money profits arising from the purchase or performance sale by Indemnitee of any obligation by persons other than Indemnitee and includes an unconditional release securities in violation of Indemnitee by all relevant parties from all liability on any matters that are Section 306 of the subject of such Proceeding and an acknowledgment that Indemnitee denies all wrongdoing ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act);] or d. in connection with such mattersany Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.