Common use of Exceptions to Indemnification Clause in Contracts

Exceptions to Indemnification. Indemnitee shall be entitled to indemnification under Sections 3(a) and 3(b) above in all circumstances other than with respect to any specific claim, issue or matter involved in the Proceeding out of which Indemnitee’s claim for indemnification has arisen, as follows:

Appears in 46 contracts

Sources: Indemnification Agreement (Rogers Corp), Indemnification Agreement (Plug Power Inc), Indemnification Agreement (Watts Water Technologies Inc)

Exceptions to Indemnification. Subject to Section 20 below, Indemnitee shall be entitled to indemnification under Sections Section 3(a) and 3(b) above in all circumstances other than and with respect to any each and every specific claim, issue or matter involved in the Proceeding out of which Indemnitee’s claim for indemnification has arisenarisen to the fullest extent permissible by applicable law, except as follows:

Appears in 18 contracts

Sources: Employment Agreement (Adial Pharmaceuticals, Inc.), Employment Agreement (Adial Pharmaceuticals, Inc.), Employment Agreement (Adial Pharmaceuticals, Inc.)

Exceptions to Indemnification. The Indemnitee shall be entitled to indemnification under Sections Section 3(a) and Section 3(b) above hereof in all circumstances other than with respect to any specific claim, issue or matter involved in the Proceeding out of which Indemnitee’s claim for indemnification has arisen, as followsfollowing:

Appears in 10 contracts

Sources: Director and Officer Indemnification Agreement (EVERTEC, Inc.), Director and Officer Indemnification Agreement (Napco Security Technologies, Inc), Director and Officer Indemnification Agreement

Exceptions to Indemnification. Subject to Section 20, Indemnitee shall be entitled to indemnification under Sections 3(a) and 3(b) above in all circumstances other than and with respect to any each and every specific claim, issue or matter involved in the Proceeding out of which Indemnitee’s claim for indemnification has arisen, except as follows:

Appears in 10 contracts

Sources: Indemnification Agreement (North Haven Private Income Fund LLC), Indemnification Agreement (Stellus Private Credit BDC), Indemnification Agreement (T Series Middle Market Loan Fund LLC)

Exceptions to Indemnification. Subject to Section 20, Indemnitee shall be entitled to indemnification under Sections 3(a) and 3(b) above in all circumstances other than and with respect to any each and every specific claim, issue or matter involved in the Proceeding out of which Indemnitee▇▇▇▇▇▇▇▇▇▇’s claim for indemnification has arisen, except as follows:

Appears in 9 contracts

Sources: Indemnification Agreement (CCS IX Portfolio Holdings, LLC), Indemnification Agreement (CCS IX Portfolio Holdings, LLC), Indemnification Agreement (CCS IX Portfolio Holdings, LLC)

Exceptions to Indemnification. Indemnitee shall be entitled to indemnification under Sections 3(a) and 3(b) above in all circumstances other than with respect to any specific claim, issue or matter involved in the Proceeding out of which Indemnitee’s 's claim for indemnification has arisen, as follows:

Appears in 9 contracts

Sources: Indemnification Agreement (Helicos Biosciences Corp), Indemnification Agreement (Watts Water Technologies Inc), Indemnification Agreement (TechTarget Inc)

Exceptions to Indemnification. The Indemnitee shall be entitled to indemnification under Sections 3(aSection 2(a) and 3(bSection 2(b) above in all circumstances other than with respect to any specific claim, issue or matter involved in the Proceeding out of which Indemnitee’s claim for indemnification has arisen, as followsfollowing:

Appears in 6 contracts

Sources: Indemnification Agreement (Vistra Corp.), Director Indemnification Agreement (Vistra Energy Corp), Director Indemnification Agreement (Vistra Energy Corp)

Exceptions to Indemnification. Indemnitee shall be entitled to indemnification under Sections 3(a) and 3(b) above in all circumstances other than with respect to any specific claim, issue or matter involved in the Proceeding out of which Indemnitee’s claim for indemnification has arisen, as follows:: ​

Appears in 5 contracts

Sources: Indemnification Agreement (Watts Water Technologies Inc), Indemnification Agreement (Watts Water Technologies Inc), Indemnification Agreement (Watts Water Technologies Inc)

Exceptions to Indemnification. Indemnitee shall be entitled to indemnification under Sections 3(a) and 3(b) above in all circumstances other than with respect to any specific claim, issue or matter involved in the Proceeding out of which Indemnitee’s claim for indemnification has arisenarisen to which any of Sections 4(a), as follows4(b) or 4(c) below applies:

Appears in 3 contracts

Sources: Indemnification Agreement (Boston Properties LTD Partnership), Indemnification Agreement (Boston Properties LTD Partnership), Indemnification Agreement (DiamondRock Hospitality Co)

Exceptions to Indemnification. Each Indemnitee shall be entitled to indemnification under Sections 3(a) and 3(b) above in all circumstances other than with respect to any specific claim, issue or matter involved in the Proceeding out of which Indemnitee’s claim for indemnification has arisen, as follows:

Appears in 3 contracts

Sources: Indemnification Agreement (Trustwave Holdings, Inc.), Indemnification Agreement (Trustwave Holdings, Inc.), Indemnification Agreement (Trustwave Holdings, Inc.)

Exceptions to Indemnification. Indemnitee shall be entitled to indemnification under Sections 3(a) and 3(b) above in all circumstances other than with respect to any specific claim, issue or matter involved in the Proceeding out of which Indemnitee’s claim for indemnification has arisenarisen (each such specific claim, issue or matter, a “Specific Claim”) as follows:

Appears in 3 contracts

Sources: Indemnification Agreement (Pacira Pharmaceuticals, Inc.), Indemnification Agreement (Ikaria, Inc.), Indemnification Agreement (Ikaria, Inc.)

Exceptions to Indemnification. Subject to Section 20, Indemnitee shall be entitled to indemnification under Sections 3(a) and 3(b) above in all circumstances other than and with respect to any each and every specific claim, issue or matter involved in the Proceeding out of which Indemnitee’s claim for indemnification has arisen, except as follows:

Appears in 2 contracts

Sources: Indemnification Agreement (Corporate Capital Trust, Inc.), Indemnification Agreement (Corporate Capital Trust, Inc.)

Exceptions to Indemnification. The Indemnitee shall be entitled to indemnification under Sections 3(aSection 3(a)(i) and 3(bSection 3(a)(ii) above hereof in all circumstances other than with respect to any specific claim, issue or matter involved the following and as provided in the Proceeding out of which Indemnitee’s claim for indemnification has arisen, as followsSection 15:

Appears in 2 contracts

Sources: Indemnification Agreement (Aperion Biologics, Inc.), Indemnification Agreement (Sangamo Biosciences Inc)

Exceptions to Indemnification. The Indemnitee shall be entitled to indemnification under Sections Section 3(a) and Section 3(b) above in all circumstances other than with respect to any specific claim, issue or matter involved in the Proceeding out of which Indemnitee’s claim for indemnification has arisen, as followsfollowing:

Appears in 1 contract

Sources: Director and Officer Indemnification Agreement (Rexnord Corp)

Exceptions to Indemnification. Indemnitee The Indemnitees shall be entitled to indemnification under Sections 3(a) and 3(b) above in all circumstances other than with respect to any specific claim, issue or matter involved in the Proceeding out of which the Indemnitee’s claim for indemnification has arisen, as follows:

Appears in 1 contract

Sources: Indemnification Agreement (Trustwave Holdings, Inc.)

Exceptions to Indemnification. Subject to Section 20 below, Indemnitee shall be entitled to indemnification under Sections 3(a) and 3(bSection 2(a) above in all circumstances other than and with respect to any each and every specific claim, issue or matter involved in the Proceeding out of which Indemnitee’s claim for indemnification has arisenarisen to the fullest extent permissible by applicable law, except as follows:

Appears in 1 contract

Sources: Indemnification Agreement (Forward Pharma a/S)

Exceptions to Indemnification. Indemnitee shall be entitled to indemnification under Sections 3(a3(a)(i) and 3(b3(a)(ii) above in all circumstances other than with respect to any specific claim, issue or matter involved in the Proceeding out of which Indemnitee’s claim for indemnification has arisenarisen (each such specific claim, issue or matter, a “Specific Claim”) as follows:

Appears in 1 contract

Sources: Indemnification Agreement (Bellerophon Therapeutics LLC)

Exceptions to Indemnification. Indemnitee shall be entitled to indemnification under Sections Section 3(a) and Section 3(b) above in all circumstances other than with respect to any specific claim, issue or matter involved in the Proceeding out of which Indemnitee’s claim for indemnification has arisen, as followsfollowing:

Appears in 1 contract

Sources: Director and Officer Indemnification Agreement (Francesca's Holdings CORP)

Exceptions to Indemnification. Subject to Section 19, Indemnitee shall be entitled to indemnification under Sections 3(a) and 3(b) above in all circumstances other than and with respect to any each and every specific claim, issue or matter involved in the Proceeding out of which Indemnitee▇▇▇▇▇▇▇▇▇▇’s claim for indemnification has arisen, except as follows:

Appears in 1 contract

Sources: Indemnification Agreement (Overland Advantage)

Exceptions to Indemnification. Indemnitee shall be entitled to indemnification under Sections 3(a) and 3(b) above in all circumstances other than except with respect to any specific claim, issue or matter involved in the Proceeding out of which Indemnitee’s claim for indemnification has arisen, as follows:

Appears in 1 contract

Sources: Indemnification & Liability (Itex Corp)

Exceptions to Indemnification. Indemnitee shall be entitled to indemnification under Sections 3(a) and 3(b) above in all circumstances other than with respect to any specific claim, issue or matter involved in the Proceeding out of which Indemnitee▇▇▇▇▇▇▇▇▇▇’s claim for indemnification has arisenarisen (each such specific claim, issue, or matter, a “Specific Claim”) as follows:

Appears in 1 contract

Sources: Indemnification Agreement (Pacira BioSciences, Inc.)

Exceptions to Indemnification. The Indemnitee shall be entitled to indemnification under Sections Section 3(a) and Section 3(b) above in all circumstances other than with respect to any specific claim, issue or matter involved in the Proceeding out of which Indemnitee’s claim for indemnification has arisen, as follows:following: (a)

Appears in 1 contract

Sources: Director and Officer Indemnification Agreement (Rexnord Corp)

Exceptions to Indemnification. Indemnitee shall be entitled to indemnification under Sections 3(a2(a) and 3(b2(b) above in all circumstances other than with respect to any specific claim, issue or matter involved in the Proceeding out of which Indemnitee’s claim for indemnification has arisen, as follows:

Appears in 1 contract

Sources: Indemnification Agreement (Mid-America Apartments, L.P.)

Exceptions to Indemnification. Indemnitee shall be entitled to indemnification under Sections 3(a) and 3(b) above in all circumstances other than with respect to the extent that any specific such claim, issue or matter involved in has arisen as a result of any of the Proceeding out of which Indemnitee’s claim for indemnification has arisen, as followsfollowing circumstances:

Appears in 1 contract

Sources: Indemnification Agreement (GrowGeneration Corp.)

Exceptions to Indemnification. Indemnitee shall be entitled to indemnification under Sections 3(a) and 3(b) above in all circumstances other than the following: (a) If indemnification is requested under Section 3(a) and it has been adjudicated finally by a court of competent jurisdiction that, in connection with respect to any specific claim, issue or matter involved in the subject of the Proceeding out of which Indemnitee’s the claim for indemnification has arisen, as follows:Indemnitee failed to act (i) in good faith and (ii) in a manner Indemnitee reasonably believed to be in or not opposed to the best

Appears in 1 contract

Sources: Director Indemnification Agreement (Cupertino Electric Inc)

Exceptions to Indemnification. Indemnitee shall be entitled to indemnification under Sections 3(a) 3A and 3(b) 3B above in all circumstances other than with respect to any specific claim, issue or matter involved in the Proceeding out of which Indemnitee’s claim for indemnification has arisen, as followsfollowing:

Appears in 1 contract

Sources: Director and Officer Indemnification Agreement (Ubiquiti Networks, Inc.)

Exceptions to Indemnification. Indemnitee shall be entitled to indemnification under Sections 3(a) and 3(b) above in all circumstances other than with respect to any specific claim, issue or matter involved in the Proceeding out of which Indemnitee’s claim for indemnification has arisen, as follows:: ​ ​ ​ ​

Appears in 1 contract

Sources: Indemnification Agreement (Watts Water Technologies Inc)

Exceptions to Indemnification. Subject to Section 19 below, Indemnitee shall be entitled to indemnification under Sections 3(a) and 3(bSection 2(a) above in all circumstances other than and with respect to any each and every specific claim, issue or matter involved in the Proceeding out of which Indemnitee’s claim for indemnification has arisenarisen to the fullest extent permissible by applicable law, except as follows:

Appears in 1 contract

Sources: Indemnification Agreement (Forward Pharma a/S)

Exceptions to Indemnification. Indemnitee shall be entitled to indemnification under Sections 3(a) and 3(b) above in all circumstances other than than, with respect to any specific claim, issue or matter involved in the Proceeding out of which Indemnitee’s 's claim for indemnification has arisen, as follows:

Appears in 1 contract

Sources: Indemnification Agreement (Dial Global, Inc. /De/)

Exceptions to Indemnification. Subject to Section 20, Indemnitee shall be entitled to indemnification under Sections 3(a) and 3(b) above in all circumstances other than and with respect to any each and every specific claim, issue or matter involved in the Proceeding out of which IndemniteeI▇▇▇▇▇▇▇▇▇’s claim for indemnification has arisen, except as follows:

Appears in 1 contract

Sources: Indemnification Agreement (SL Investment Fund II LLC)

Exceptions to Indemnification. Subject to the provisions of Section 7, Indemnitee shall be entitled to indemnification under Sections Section 3(a) and Section 3(b) above in all circumstances other than with respect to any specific claim, issue or matter involved in the Proceeding out of which Indemnitee’s claim for indemnification has arisen, as follows:

Appears in 1 contract

Sources: Director Indemnification Agreement (BJ Services, Inc.)

Exceptions to Indemnification. Indemnitee shall be entitled to indemnification under Sections 3(a3 (a) and 3(b3 (b) above in all circumstances other than with respect to any specific claim, issue or matter involved in the Proceeding out of which Indemnitee’s claim for indemnification has arisen, as follows:

Appears in 1 contract

Sources: Indemnification Agreement (Marshall Edwards Inc)