Common use of EXCEPTIONS TO INDEMNIFICATION OBLIGATION Clause in Contracts

EXCEPTIONS TO INDEMNIFICATION OBLIGATION. Notwithstanding anything in ---------------------------------------- section 2(a) and section 2(b) to the contrary, the Company shall not be ------------ ------------ obligated to indemnify the Indemnitee pursuant to the terms of this Agreement for any Liabilities or Expenses (as the case may be) incurred with respect to any of the following matters: (i) For any acts, omission, or transactions from which the Indemnitee may not be relieved of liability under applicable law. (ii) For any Indemnifiable Claims initiated or brought voluntarily by the Indemnitee and not by way of defense, except: (i) with respect to actions or proceedings brought to establish or enforce a right to indemnification under this Agreement or any other agreement or insurance policy or under the Company's Articles of Incorporation or Bylaws now or hereafter in effect relating to Indemnifiable Claims; or (ii) in specific cases if the Board of Directors has approved the initiation or bringing of such Indemnifiable Claim; (iii) For any Expenses incurred by the Indemnitee with respect to any Indemnity Proceeding instituted by the Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding was not made in good faith or was frivolous; and/or (iv) For Expenses and the payment of profits arising from the purchase and sale, or sale and purchase, by the Indemnitee of securities in violation of Section 16(b) of the Exchange Act or any similar successor statute, except that the Company shall indemnify the Indemnitee with respect to all such Expenses if the Indemnitee ultimately prevails on the merits with respect to such claim.