Exclusions from Indemnification Clause Samples
POPULAR SAMPLE Copied 6 times
Exclusions from Indemnification. Notwithstanding anything in this Agreement to the contrary, Company is not obligated to: indemnify or advance funds to Indemnitee for Expenses or Losses with respect to proceedings initiated by ▇▇▇▇▇▇▇▇▇▇, including any proceedings against Company or its directors, officers, employees, or other indemnitees and not by way of defense, except: funds owed under proceedings referenced in Section 5 of this Agreement; or proceedings that Company has joined, or that the Board has consented to initiating; indemnify Indemnitee if a final decision by a court of competent jurisdiction determines such indemnification is prohibited by applicable law; indemnify or advance funds to Indemnitee for the disgorgement of profits arising from Indemnitee’s purchase or sale of Company securities in violation of Section 16(b) of the Exchange Act, or any similar successor statute; indemnify or advance funds to Indemnitee for Indemnitee’s reimbursement to Company of any bonus or other incentive- or equity-based compensation Indemnitee previously received, or payment of any profits Indemnitee realized from the sale of Company securities, as required in each case under the Exchange Act (including any such reimbursements under Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) in connection with an accounting restatement of Company or under any Company clawback policy adopted to comply with Rule 10D-1 under the Exchange Act and applicable stock exchange listing requirements, or payment to Company of profits arising from Indemnitee’s purchase or sale of securities in violation of Section 306 of SOX). The Parties acknowledge that in certain circumstances, federal law or applicable public policy may prohibit Company from indemnifying its directors and officers under this Agreement or otherwise. Indemnitee understands and acknowledges that Company has undertaken, or may be required in the future to undertake, with the Securities and Exchange Commission to submit a question of indemnification to a court of competent jurisdiction in certain circumstances to determine Company’s right under public policy to indemnify Indemnitee.
Exclusions from Indemnification. Notwithstanding anything in this Agreement to the contrary, the Company shall not be obligated to:
(a) indemnify or advance funds to Indemnitee for Expenses or Losses with respect to proceedings initiated by Indemnitee, including any proceedings against the Company or its directors, officers, employees or other indemnitees and not by way of defense, except:
(iii) proceedings referenced in Section 4 above (unless a court of competent jurisdiction determines that each of the material assertions made by Indemnitee in such proceeding was not made in good faith or was frivolous); or
(iv) where the Company has joined in or the Board has consented to the initiation of such proceedings.
Exclusions from Indemnification. Notwithstanding anything in this Agreement to the contrary, the Company shall not be obligated to:
(a) indemnify Indemnitee if a final non-appealable adjudication by a court of competent jurisdiction determines that such indemnification is prohibited by applicable law;
(b) indemnify Indemnitee for the disgorgement of profits arising from the purchase or sale by Indemnitee of securities of the Company in violation of Section 16(b) of the Exchange Act, or any similar successor statute; or
(c) indemnify or advance funds to Indemnitee for Indemnitee’s reimbursement to the Company 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 an accounting restatement of the Company or the payment to the Company of profits arising from the purchase or sale by Indemnitee of securities in violation of Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act).
Exclusions from Indemnification. Notwithstanding anything in this Agreement to the contrary, the Company shall not be obligated to:
(a) indemnify or advance funds to Indemnitee for Losses with respect to proceedings initiated by Indemnitee, including any proceedings against the Company or its directors, officers, employees or other indemnitees and not by way of defense, except:
(i) proceedings referenced in Section 4 above (unless a court of competent jurisdiction determines that each of the material assertions made by Indemnitee in such proceeding was not made in good faith or was frivolous); or
(ii) where the Company has joined in or the Board has consented to the initiation of such proceedings.
(b) indemnify Indemnitee if a final decision by a court of competent jurisdiction determines that such indemnification is prohibited by applicable law.
(c) indemnify Indemnitee for the disgorgement of profits arising from the purchase or sale by Indemnitee of securities of the Company in violation of Section 16(b) of the Exchange Act, or any similar successor statute.
Exclusions from Indemnification. The right to indemnification in Section 7(a) does not include any liability or expense relating to a matter in which the CEO is finally adjudged to have breached or failed to perform a duty that CEO owes to the USPB Entities and the breach or failure to perform constitutes any of the following: (1) a willful failure to deal fairly with the USPB Entities, or USPB or its members in connection with a matter in which the CEO has a material conflict of interest; (2) a violation of the criminal law, unless the CEO had reasonable cause to believe that CEO’s conduct was lawful or no reasonable cause to believe that CEO’s conduct was unlawful; (3) a transaction from which the CEO derived an improper personal profit; or (4) willful misconduct. Determination of whether the CEO is entitled to the indemnification provided for above shall be made as provided in the Delaware Limited Liability Company Act.
Exclusions from Indemnification. Any other provision of this Agreement to the contrary notwithstanding, the Company shall not be obligated or otherwise liable under this Agreement to:
(a) Make any payment in connection with any claim made against the Indemnitee for which payment is actually made to the Indemnitee under an insurance policy, except in respect to any excess beyond the amount of payment under such insurance;
(b) Make any payment in connection with any claim made against the Indemnitee for which the Indemnitee is indemnified by the Company or related or affiliate corporation, partnership, joint venture, trust, other enterprise or employee benefit plan under a certificate of incorporation, bylaws or otherwise than pursuant to this Agreement;
(c) Make any payment in connection with any claim made against the Indemnitee for any threatened, pending or completed action or suit by or in the right of the Company to secure a judgment in its favor against the Indemnitee with respect to any claim, issue or matter as to which the Indemnitee shall have been adjudged to be liable to the Company, unless and only to the extent that a Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper;
(d) Make any payment in connection with any claim made against the Indemnitee for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended;
(e) Indemnify or advance expenses to the Indemnitee with respect to proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense (except as provided in Section 4 hereof); or
(f) Make any payment in connection with any claim made against the Indemnitee as otherwise prohibited by applicable law.
Exclusions from Indemnification. Notwithstanding Sections 8.1 and 8.2 hereof, NantHealth will have no obligation or liability with respect to any Claim or action regarding any Claim that results from the following: (a) unauthorized modifications to NantHealth’s products or services by any Indemnified Person; (b) the combination, operation or use of the NantHealth’s products or services with other products, processes or materials if the NantHealth’s products or services themselves do not infringe; (c) the Indemnified Persons’ continued engagement in infringing or allegedly infringing activities after receipt of notice from NantHealth of a Claim and after being provided with modifications that would have avoided the alleged infringement; or (d) any marketing, sale or use of NantHealth’s products or services that is not in compliance with this Agreement.
Exclusions from Indemnification. Notwithstanding anything in this Agreement to the contrary, the Company shall not be obligated to:
(a) indemnify or advance funds to Indemnitee for Expenses or Losses with respect to proceedings initiated by ▇▇▇▇▇▇▇▇▇▇, including any proceedings against the Company or its directors, officers, employees or other indemnitees and not by way of defense, except:
(i) proceedings referenced in Section 4 above (unless a court of competent jurisdiction determines that each of the material assertions made by Indemnitee in such proceeding was not made in good faith or was frivolous); or
(ii) where the Company has joined in or the Board has consented to the initiation of such proceedings;
(b) indemnify Indemnitee if a final decision by a court of competent jurisdiction determines that such indemnification is prohibited by applicable law;
(c) indemnify Indemnitee for the disgorgement of profits arising from the purchase or sale by Indemnitee of securities of the Company in violation of Section 16(b) of the Exchange Act, or any similar successor statute; or
(d) indemnify or advance funds to Indemnitee for Indemnitee’s reimbursement to the Company 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 an accounting restatement of the Company or the payment to the Company of profits arising from the purchase or sale by Indemnitee of securities in violation of Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act).
Exclusions from Indemnification. Notwithstanding Sections 11.1 and 11.2 above, the Indemnifying Party will have no obligation or liability under this Section 11 for any Claim or action regarding any Claim resulting from any of the following: (a) modifications to the Indemnifying Party’s services, products or marketing materials made pursuant to the Indemnified Persons’ designs, specifications, or instructions; (b) modifications to the Indemnifying Party’s services, products, or marketing materials by anyone other than the Indemnifying Party, other than modifications authorized in writing by the Indemnifying Party; (c) the combination, operation, or use of Indemnifying Party’s services, products or marketing materials with other products, processes, or materials if the Indemnifying Party’s services, products or marketing materials themselves do not infringe; (d) Indemnified Persons’ or its customers’ continued engagement in allegedly infringing activities after receipt of notice from the Indemnifying Party of a Claim and after being provided with modifications that would have avoided the alleged infringement; or (e) any marketing, sale or use of the Indemnifying Party’s services, products or marketing materials that is not in compliance with this Agreement.
Exclusions from Indemnification. No Borrower is required to make an additional payment to a Lender under paragraph (c) above for a Tax Deduction in respect of tax imposed by the U.K. from a payment of interest on a Loan, if on the date on which the payment falls due: