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: (a) Proceedings Other Than By or In the Right of the Company. If indemnification is requested under Section 3(a) and it has been finally adjudicated by a court of competent jurisdiction that, in connection with such specific claim, issue or matter, 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 interests of the Company, or, with respect to any criminal action or proceeding, Indemnitee had reasonable cause to believe that Indemnitee's conduct was unlawful, Indemnitee shall not be entitled to payment of Indemnifiable Amounts hereunder.

Exceptions to Indemnification. Indemnitee shall be entitled to the indemnification under Sections 3(a) and 3(b) above provided in Section 3 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: (a) Proceedings Other Than By Proceedings by or In in the Right of the Company. If indemnification is requested sought by Indemnitee under Section 3(a) 3 and it has been adjudicated finally adjudicated by a court of competent jurisdiction evidenced by a final nonappealable order that, in connection with such specific any Proceeding (other than any Proceeding by or in the right of the Corporation) or any claim, issue or mattermatter involved in any such Proceeding out of which the claim for indemnification under this Agreement has arisen, (i) 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 interests of the Company, or, or (ii) with respect to any criminal action or proceedingProceeding, Indemnitee had reasonable cause to believe that Indemnitee's ’s conduct was unlawful, then Indemnitee shall not be entitled to payment indemnification of Indemnifiable Amounts hereunderunder this Agreement with respect to such Proceeding or such claim, issue or matter, as applicable.

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: (a) Proceedings Other Than By or In the Right of the Company. If -------------------------------------------------------- indemnification is requested under Section 3(a) and it has been finally adjudicated by a court of competent jurisdiction that, in connection with such specific claim, issue or matter, 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 interests of the Company, or, with respect to any criminal action or proceeding, Indemnitee had reasonable cause to believe that Indemnitee's conduct was unlawful, Indemnitee shall not be entitled to payment of Indemnifiable Amounts hereunder.

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 and until any specific claim, issue or matter involved in the Proceeding out of which Indemnitee's ▇▇▇▇▇▇▇▇▇▇’s claim for indemnification has arisen, as follows: (a) Proceedings Other Than By or In the Right of the CompanyPROCEEDINGS OTHER THAN BY OR IN THE RIGHT OF THE COMPANY. If indemnification is requested under Section 3(a) and it has been finally adjudicated by a court of competent jurisdiction that, in connection with such specific claim, issue or matter, 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 interests of the Company, or, with respect to any criminal action or proceedingProceeding, Indemnitee had reasonable cause to believe that Indemnitee's ’s conduct was unlawful, Indemnitee shall not be entitled to payment of Indemnifiable Amounts hereunder.

Exceptions to Indemnification. Indemnitee shall be entitled to indemnification under Sections 3(a) and 3(b) Section 3 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: (a) Proceedings Other Than By or In the Right of the Company. If indemnification is requested under Section 3(a) and it has been finally adjudicated by a court of competent jurisdiction that, in connection with such specific claim, issue or matter, 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 interests of the Company, or, with respect to any criminal action or proceedingProceeding, Indemnitee had reasonable cause to believe that Indemnitee's conduct was unlawful, Indemnitee shall not be entitled to payment of Indemnifiable Amounts hereunder.

Exceptions to Indemnification. Subject to Section 20 below, 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: (a) : Proceedings Other Than By by or In in the Right of the Company. If indemnification is requested under Section 3(a) and it has been finally adjudicated by a court of competent jurisdiction that, in connection with such specific claim, issue or matter, 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 interests of the Company, or, with respect to any criminal action or proceedingProceeding, Indemnitee had reasonable cause to believe that Indemnitee's conduct was unlawful, Indemnitee shall not be entitled to payment of Indemnifiable Amounts hereunderhereunder to the extent that they arise out of such claim, issue or matter.

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 arisenarisen to which any of Sections 4(a), as follows4(b) or 4(c) below applies: (a) Proceedings Other Than By or In the Right of the Company. If indemnification is requested under Section 3(a) and it has been finally adjudicated by a court of competent jurisdiction that, in connection with such specific claim, issue or matter, 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 interests of the Company, or, with respect to any criminal action or proceedingProceeding, Indemnitee had reasonable cause to believe that Indemnitee's ’s conduct was unlawful, Indemnitee shall not be entitled to payment of Indemnifiable Amounts hereunderhereunder with respect to such claim, issue or matter.