Common use of Exceptions to Right of Indemnification Clause in Contracts

Exceptions to Right of Indemnification. No indemnification shall be made under this Article VII in respect of the following: (a) Losses relating to the disgorgement remedy contemplated by Section 16 of the US Securities Exchange Act of 1934; (b) Losses arising out of a knowing violation by Employee of a material provision of this Article VII or any other agreement to which Employee is a party with the Company; and (c) Losses arising out of a final, nonappealable conviction of Employee by a court of competent jurisdiction for a knowing violation of criminal law. Moreover, the Company shall not effect any advances, or advance any costs, relating to any proceeding (or part thereof) initiated by Employee unless the initiation thereof was approved by the Board of Directors of the Company, or as may be approved or ordered by a competent tribunal.

Exceptions to Right of Indemnification. No indemnification shall be made under this Article VII Section 12 in respect of the following: (ai) Losses relating to the disgorgement remedy contemplated by Section 16 of the US Securities Exchange Act of 1934Act; (bii) Losses arising out of a knowing violation by Employee of a material provision of this Article VII Section 12 or any other agreement to which Employee is a party with the CompanyCompany or its Affiliates; and (ciii) Losses arising out of a final, nonappealable conviction of Employee by a court of competent jurisdiction for a knowing violation of criminal law. Moreover, the Company shall not effect any advances, or advance any costs, relating to any proceeding (or part thereof) initiated by Employee unless the initiation thereof was approved by the Board of Directors of the CompanyBoard, or as may be approved or ordered by a competent tribunal.

Exceptions to Right of Indemnification. No indemnification shall be made under this Article VII Section 11 in respect of the following: (ai) Losses relating to the disgorgement remedy contemplated by Section 16 of the US Securities Exchange Act of 1934Act; (bii) Losses arising out of a knowing violation by Employee of a material provision of this Article VII Section 11 or any other agreement to which Employee is a party with the CompanyCompany or its Affiliates; and (ciii) Losses arising out of a final, nonappealable conviction of Employee by a court of competent jurisdiction for a knowing violation of criminal law. Moreover, the Company shall not effect any advances, or advance any costs, relating to any proceeding (or part thereof) initiated by Employee unless the initiation thereof was approved by the Board of Directors of the CompanyBoard, or as may be approved or ordered by a competent tribunal.

Exceptions to Right of Indemnification. No indemnification shall be made under this Article VII in respect of the following: (a) Losses relating to the disgorgement remedy contemplated by Section 16 of the US Securities Exchange Act of 1934; (b) Losses arising out of a knowing violation by Employee Executive of a material provision of this Article VII or any other agreement to which Employee Executive is a party with the Company; and (c) Losses arising out of a final, nonappealable conviction of Employee Executive by a court of competent jurisdiction for a knowing violation of criminal law. Moreover, the Company shall not effect any advances, or advance any costs, relating to any proceeding (or part thereof) initiated by Employee Executive unless the initiation thereof was approved by the Board of Directors of the Company, or as may be approved or ordered by a competent tribunal.

Exceptions to Right of Indemnification. No indemnification shall be made under this Article VII Section 12 in respect of the following: (ai) Losses relating to the disgorgement remedy contemplated by Section 16 of the US Securities Exchange Act of 1934Act; (bii) Losses arising out of a knowing violation by Employee Executive of a material provision of this Article VII Section 12 or any other agreement to which Employee Executive is a party with the CompanyCompany or its Affiliates; and (ciii) Losses arising out of a final, nonappealable conviction of Employee Executive by a court of competent jurisdiction for a knowing violation of criminal law. Moreover, the Company shall not effect any advances, or advance any costs, relating to any proceeding (or part thereof) initiated by Employee Executive unless the initiation thereof was approved by the Board of Directors of the CompanyBoard, or as may be approved or ordered by a competent tribunal.

Exceptions to Right of Indemnification. No indemnification shall be made under this Article VII in respect of the following: (a) Losses relating to the disgorgement remedy contemplated by Section 16 of the US Securities Exchange Act of 1934; (b) Losses arising out of a knowing violation by Employee Executive of a material provision of this Article VII or any other agreement to which Employee Executive is a party with the Company; and (c) Losses arising out of a final, nonappealable conviction of Employee Executive by a court of competent jurisdiction for a knowing violation of criminal law. Moreover, the Company shall not effect any advances, or advance any costs, relating to any proceeding (or part thereof) initiated by Employee Executive unless the initiation thereof was approved by the Board of Directors of the Company's Board, or as may be approved or ordered by a competent tribunal.

Exceptions to Right of Indemnification. No indemnification shall be made under this Article VII in respect of the following: (a) Losses relating to the disgorgement remedy contemplated by Section 16 of the US Securities Exchange Act of 1934; (b) Losses arising out of a knowing violation by Employee of a material provision of this Article VII or any other agreement to which Employee is a party with the Company; and (c) Losses arising out of a final, nonappealable conviction of Employee by a court of competent jurisdiction for a knowing violation of criminal law. . (d) Moreover, the Company shall not effect any advances, or advance any costs, relating to any proceeding (or part thereof) initiated by Employee unless the initiation thereof was approved by the Board of Directors of the Company, or as may be approved or ordered by a competent tribunal.