Common use of Exclusions from Indemnification Clause in Contracts

Exclusions from Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity payment or advancement of Expenses in connection with any claim made against Indemnitee: (a) on account of any action, suit or proceeding in which judgment is rendered against the Indemnitee for disgorgement of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or similar provisions of any federal, state or local statutory law; (b) on account of conduct of the Indemnitee which is finally adjudged by a court of competent jurisdiction to have been knowingly fraudulent or dishonest or to constitute willful misconduct; (c) in any circumstance where such indemnification is expressly prohibited by applicable law; (d) with respect to liability for which payment is actually made to the Indemnitee under a valid and collectible insurance policy of the Company or under a valid and enforceable indemnity clause, Bylaw or agreement (other than this Agreement) of the Company, except in respect of any liability in excess of payment under such insurance, clause, Bylaw or agreement; (e) if a final decision by a court having jurisdiction in the matter shall determine that such indemnification is not lawful (and, in this respect, both the Company and the Indemnitee have been advised that it is the position of the Securities and Exchange Commission that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable, and that claims for indemnification should be submitted to the appropriate court for adjudication); or (f) in connection with any Proceeding by the Indemnitee, in his capacity as a director or officer of the Company, against the Company or any of its direct or indirect subsidiaries or the directors, officers, employees or other Indemnitees of the Company or any of its direct or indirect subsidiaries, unless (i) such indemnification is expressly required to be made by law, (ii) the Proceeding was authorized by the Board of Directors of the Company, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under applicable law, or (iv) otherwise provided in Sections 12 and 13 hereof.

Exclusions from Indemnification. Notwithstanding any provision anything in this AgreementAgreement to the contrary, the Company shall not be obligated under this Agreement to make any indemnity payment or advancement of Expenses in connection with any claim made against Indemniteeto: (a) on account of any action, suit Indemnify or proceeding in which judgment is rendered against the advance funds to Indemnitee for disgorgement of profits made from the purchase Expenses or sale Losses with respect to proceedings initiated by Indemnitee (other than any cross claim, counterclaim or affirmative defense asserted by the Indemnitee of securities in an action brought against Indemnitee), including any proceedings against the Company, any entity that it controls or any of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934directors, as amended (the “Exchange Act”)officers, or similar provisions of any federalemployees thereof, state or local statutory law;other indemnitees, except: (bi) on account of conduct of the Indemnitee which is finally adjudged by proceedings referenced in Section 5 above (unless a court of competent jurisdiction to have been knowingly fraudulent determines that each of the material assertions made by Indemnitee in such proceeding was not made in good faith or dishonest or to constitute willful misconductwas frivolous); (cii) where the Company has joined in any circumstance where such indemnification is expressly prohibited by applicable law; (d) with respect to liability for which payment is actually made or the Board has consented to the Indemnitee under a valid and collectible insurance policy initiation of the Company or under a valid and enforceable indemnity clause, Bylaw or agreement (other than this Agreement) of the Company, except in respect of any liability in excess of payment under such insurance, clause, Bylaw or agreement; (e) if a final decision by a court having jurisdiction in the matter shall determine that such indemnification is not lawful (and, in this respect, both the Company and the Indemnitee have been advised that it is the position of the Securities and Exchange Commission that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable, and that claims for indemnification should be submitted to the appropriate court for adjudication)proceedings; or (fiii) in connection with any Proceeding by the Indemnitee, in his capacity as a director or officer of the Company, against the Company or any of its direct or indirect subsidiaries or provides the directors, officers, employees or other Indemnitees of the Company or any of its direct or indirect subsidiaries, unless (i) such indemnification is expressly required to be made by law, (ii) the Proceeding was authorized by the Board of Directors of the Company, (iii) such indemnification is provided by the Companyindemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law, (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; provided that the Company shall advance Expenses in connection with Indemnitee’s defense of a claim under Section 16(b) of the Exchange Act, which advances shall be repaid to the Company if it is ultimately determined that Indemnitee is not entitled to indemnification of such Expenses. (ivd) 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 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) 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) or in respect of claw-back provisions promulgated under the rules and regulations of the Securities and Exchange Commission (the “SEC”) or the New York Stock Exchange or other applicable securities exchange (the “NYSE”), or Company policy adopted pursuant to the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, and/or the rules and regulations of the SEC and the NYSE. (e) Indemnify Indemnitee for Expenses or Losses for which payment has actually been made to or on behalf of Indemnitee under any D&O Insurance (as hereinafter defined) policy, the Constituent Documents, Other Indemnity Provision (as hereinafter defined) or otherwise provided in Sections 12 and 13 hereofof the amounts otherwise indemnifiable by the Company hereunder, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision.

Exclusions from Indemnification. Notwithstanding any provision anything in this AgreementAgreement to the contrary, the Company shall not be obligated under this Agreement to make any indemnity payment or advancement of Expenses in connection with any claim made against Indemniteeto: (a) on account of indemnify or advance funds to Indemnitee for Expenses or Losses with respect to Proceedings initiated by Indemnitee, including any action, suit or proceeding in which judgment is rendered Proceedings against the Indemnitee for disgorgement Company or its directors, officers, employees or other indemnitees and not by way of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934defense, as amended (the “Exchange Act”), or similar provisions of any federal, state or local statutory law;except: (bi) on account of conduct of the Indemnitee which is finally adjudged by Proceedings referenced in this Section 9(a) (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 have been knowingly fraudulent or dishonest or to constitute willful misconduct;the initiation of such Proceedings. (cb) in any circumstance where such indemnification is expressly prohibited by applicable law; (d) with respect to liability for which payment is actually made to the indemnify Indemnitee under a valid and collectible insurance policy of the Company or under a valid and enforceable indemnity clause, Bylaw or agreement (other than this Agreement) of the Company, except in respect of any liability in excess of payment under such insurance, clause, Bylaw or agreement; (e) if a final decision by a court having of competent jurisdiction in the matter shall determine determines that such indemnification is not lawful prohibited by applicable law. (and, c) indemnify Indemnitee for the disgorgement of profits or the advancement or reimbursements of any Expenses incurred in this respect, both connection with 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. (d) To indemnify Indemnitee for Expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) to the Indemnitee extent such Expenses or liabilities have been advised that it is paid directly to Indemnitee by an insurance carrier under a policy of officers’ and directors liability insurance maintained by the position of the Securities and Exchange Commission that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable, and that claims for indemnification should be submitted to the appropriate court for adjudication)Company; or (fe) in connection with indemnify or advance funds to Indemnitee for Indemnitee’s reimbursement to the Company of any Proceeding bonus or other incentive-based or equity-based compensation previously received by Indemnitee or payment of any profits realized by Indemnitee from the Indemnitee, in his capacity as a director or officer sale of securities of the Company, against as required in each case under the Company or Exchange Act (including any such reimbursements under Section 304 of its direct or indirect subsidiaries or the directors, officers, employees or other Indemnitees ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 in connection with an accounting restatement of the Company or any the payment to the Company of its direct profits arising from the purchase or indirect subsidiaries, unless (i) such indemnification is expressly required to be made sale by law, (ii) the Proceeding was authorized by the Board Indemnitee of Directors securities in violation of Section 306 of the Company, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under applicable law, or (iv) otherwise provided in Sections 12 and 13 hereof▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act).

Exclusions from Indemnification. Notwithstanding any provision anything in this AgreementAgreement to the contrary, the Company shall not be obligated under this Agreement to make any indemnity payment or advancement of Expenses in connection with any claim made against Indemniteeto: (a) on account 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 any actiondefense, suit 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, including, without limitation, (i) in connection with a proceeding by or in the right of the Company in which judgment is rendered Indemnitee was adjudged liable to the Company; or (ii) in connection with any other proceeding charging improper personal benefit to Indemnitee, whether or not involving action in Indemnitee’s official capacity, in which Indemnitee was adjudged liable on the basis that personal benefit was improperly received by ▇▇▇▇▇▇▇▇▇▇; (c) indemnify or advance expenses to Indemnitee for any Expenses or Losses with respect to any Claim by the Company against the Indemnitee for disgorgement willfull misconduct, unless a court of profits competent jurisdication determines that such Claim was frivolous or not made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or similar provisions of any federal, state or local statutory lawin good faith; (bd) indemnify Indemnitee on account of conduct of the Indemnitee which that is finally adjudged by a court of competent jurisdiction to have been knowingly fraudulent or dishonest or to constitute willful misconduct; (ce) in any circumstance where such indemnification is expressly prohibited indemnify Indemnitee for the disgorgement of profits arising from the purchase or sale by applicable law; (d) with respect to liability for which payment is actually made to the Indemnitee under a valid and collectible insurance policy of securities of the Company or under a valid and enforceable indemnity clause, Bylaw or agreement (other than this Agreementin violation of Section 16(b) of the CompanyExchange Act, except in respect of or any liability in excess of payment under such insurance, clause, Bylaw or agreement; (e) if a final decision by a court having jurisdiction in the matter shall determine that such indemnification is not lawful (and, in this respect, both the Company and the Indemnitee have been advised that it is the position of the Securities and Exchange Commission that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable, and that claims for indemnification should be submitted to the appropriate court for adjudication)similar successor statute; or (f) in connection with indemnify or advance funds to Indemnitee for Indemnitee’s reimbursement to the Company of any Proceeding bonus or other incentive-based or equity-based compensation previously received by Indemnitee or payment of any profits realized by Indemnitee from the Indemnitee, in his capacity as a director or officer sale of securities of the Company, against as required in each case under the Company or Exchange Act (including any such reimbursements under Section 304 of its direct or indirect subsidiaries or the directors, officers, employees or other Indemnitees ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 in connection with an accounting restatement of the Company or under any clawback policy adopted by the Company pursuant to Rule 10D-1 under the Exchange Act or otherwise, or the payment to the Company of its direct profits arising from the purchase or indirect subsidiariessale by Indemnitee of securities in violation of Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act). The Company and Indemnitee acknowledge that, unless in certain instances, federal law or public policy may override applicable state law and prohibit the Company from indemnifying Indemnitee under this Agreement or otherwise. For example, the Company and Indemnitee acknowledge that the Securities and Exchange Commission (ithe “SEC”) such has taken the position that indemnification is expressly not permissible for liabilities arising under certain federal securities laws, and federal legislation prohibits indemnification for certain ERISA violations. Furthermore, ▇▇▇▇▇▇▇▇▇▇ understands and acknowledges that the Company has undertaken or may be required in the future to be made by law, (ii) undertake with the Proceeding was authorized by SEC to submit the Board question of Directors indemnification to a court in certain circumstances for a determination of the Company, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant 's right under public policy to the powers vested in the Company under applicable law, or (iv) otherwise provided in Sections 12 and 13 hereofindemnify Indemnitee.

Exclusions from Indemnification. Notwithstanding any provision anything in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity payment or advancement of Expenses in connection with any claim made against Indemniteethe contrary, Company is not obligated to: (a) on account of any action, suit indemnify or proceeding in which judgment is rendered against the advance funds to Indemnitee for disgorgement of profits made from the purchase Expenses or sale Losses with respect to proceedings initiated by the Indemnitee of securities of the ▇▇▇▇▇▇▇▇▇▇, including any proceedings against Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934or its directors, as amended (the “Exchange Act”)officers, employees, or similar provisions other indemnitees and not by way of any federaldefense, state except: (i) funds owed under proceedings referenced in Section 5 of this Agreement; or (ii) proceedings that Company has joined, or local statutory lawthat the Board has consented to initiating; (b) on account of conduct of the indemnify Indemnitee which is finally adjudged if a final decision by a court of competent jurisdiction to have been knowingly fraudulent or dishonest or to constitute willful misconduct; (c) in any circumstance where determines such indemnification is expressly prohibited by applicable law; (c) 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; (d) with respect indemnify or advance funds to liability Indemnitee for which Indemnitee’s reimbursement to Company of any bonus or other incentive- or equity-based compensation Indemnitee previously received, or payment is actually made to of any profits Indemnitee realized from the Indemnitee sale of Company securities, as required in each case under a valid and collectible insurance policy 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 a valid any Company clawback policy adopted to comply with Rule 10D-1 under the Exchange Act and enforceable indemnity clauseapplicable stock exchange listing requirements, Bylaw or agreement (other than 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) of the CompanyAgreement or otherwise. Indemnitee understands and acknowledges that Company has undertaken, except in respect of any liability in excess of payment under such insurance, clause, Bylaw or agreement; (e) if a final decision by a court having jurisdiction may be required in the matter shall determine that such indemnification is not lawful (andfuture to undertake, in this respect, both the Company and the Indemnitee have been advised that it is the position of with the Securities and Exchange Commission that to submit a question of indemnification for liabilities arising to a court of competent jurisdiction in certain circumstances to determine Company’s right under the federal securities laws is against public policy and is, therefore, unenforceable, and that claims for indemnification should be submitted to the appropriate court for adjudication); or (f) in connection with any Proceeding by the indemnify Indemnitee, in his capacity as a director or officer of the Company, against the Company or any of its direct or indirect subsidiaries or the directors, officers, employees or other Indemnitees of the Company or any of its direct or indirect subsidiaries, unless (i) such indemnification is expressly required to be made by law, (ii) the Proceeding was authorized by the Board of Directors of the Company, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under applicable law, or (iv) otherwise provided in Sections 12 and 13 hereof.. ​ ​

Exclusions from Indemnification. Notwithstanding any provision anything to the contrary in this Agreement, the Company shall Corporation will not be obligated under this Agreement to make any indemnity payment or advancement of Expenses in connection with any claim made against Indemniteeto: (a) on account of indemnify or advance funds to Indemnitee for Expenses or Losses with respect to proceedings initiated by Indemnitee, including any action, suit or proceeding in which judgment is rendered proceedings against the Indemnitee for disgorgement Corporation or its directors, officers, employees or other indemnitees and not by way of profits made from the purchase or sale by the Indemnitee defense, except: (i) proceedings referenced in Section 5 (unless a court of securities competent jurisdiction determines that each of the Company pursuant material assertions made by Indemnitee in such proceeding was not made in good faith or was frivolous); or (ii) where the Corporation has joined in or the Board has consented to the provisions initiation of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or similar provisions of any federal, state or local statutory lawsuch proceedings; (b) on account of conduct of the indemnify Indemnitee which is finally adjudged if a final decision by a court of competent jurisdiction to have been knowingly fraudulent or dishonest or to constitute willful misconduct; (c) in any circumstance where determines that such indemnification is expressly prohibited by applicable law; (c) indemnify Indemnitee if Indemnitee made a misstatement of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with a Proceeding, if and to the extent Indemnitee would not have been entitled to indemnification under this Agreement in the absence of such misstatement or omission; (d) with respect to liability indemnify Indemnitee for which payment is actually made to the disgorgement of profits arising from the purchase or sale by Indemnitee under a valid and collectible insurance policy of securities of the Company or under a valid and enforceable indemnity clause, Bylaw or agreement (other than this AgreementCorporation in violation of Section 16(b) of the Company, except in respect of Exchange Act or any liability in excess of payment under such insurance, clause, Bylaw or agreement;similar successor statute; or (e) if a final decision indemnify or advance funds to Indemnitee for Indemnitee’s reimbursement to the Corporation of any bonus or other incentive-based or equity-based compensation previously received by a court having jurisdiction in Indemnitee or payment of any profits realized by Indemnitee from the matter shall determine that such indemnification is not lawful (and, in this respect, both the Company and the Indemnitee have been advised that it is the position sale of securities of the Securities and Exchange Commission that indemnification for liabilities arising Corporation, as required in each case under the federal securities laws is against public policy and is, therefore, unenforceable, and that claims for indemnification should be submitted to Exchange Act (including any such reimbursements under Section 304 of the appropriate court for adjudication); or (f) S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 in connection with any Proceeding by the Indemnitee, in his capacity as a director or officer an accounting restatement of the Company, against the Company or any of its direct or indirect subsidiaries Corporation or the directors, officers, employees payment to the Corporation of profits arising from the purchase or other Indemnitees sale by Indemnitee of securities in violation of Section 306 of the Company or any of its direct or indirect subsidiaries, unless (i) such indemnification is expressly required to be made by law, (ii) the Proceeding was authorized by the Board of Directors of the Company, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under applicable law, or (iv) otherwise provided in Sections 12 and 13 hereofS▇▇▇▇▇▇▇-▇▇▇▇▇ Act).

Exclusions from Indemnification. Notwithstanding any provision anything in this AgreementAgreement to the contrary, the Company shall not be obligated under this Agreement to make any indemnity payment or advancement of Expenses in connection with any claim made against Indemniteeto: (a) on account of indemnify or advance funds to Indemnitee for Expenses or Losses with respect to Proceedings initiated by Indemnitee, including any action, suit or proceeding in which judgment is rendered Proceedings against the Indemnitee for disgorgement Company or its directors, officers, employees or other indemnitees and not by way of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934defense, as amended (the “Exchange Act”), or similar provisions of any federal, state or local statutory law;except: (bi) on account of conduct of the Indemnitee which is finally adjudged by Proceedings referenced in this Section 9(a) (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 have been knowingly fraudulent or dishonest or to constitute willful misconduct;the initiation of such Proceedings. (cb) in any circumstance where such indemnification is expressly prohibited by applicable law; (d) with respect to liability for which payment is actually made to the indemnify Indemnitee under a valid and collectible insurance policy of the Company or under a valid and enforceable indemnity clause, Bylaw or agreement (other than this Agreement) of the Company, except in respect of any liability in excess of payment under such insurance, clause, Bylaw or agreement; (e) if a final decision by a court having of competent jurisdiction in the matter shall determine determines that such indemnification is not lawful prohibited by applicable law. (and, c) indemnify Indemnitee for the disgorgement of profits or the advancement or reimbursements of any Expenses incurred in this respect, both connection with 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. (d) To indemnify Indemnitee for Expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) to the Indemnitee extent such Expenses or liabilities have been advised that it is paid directly to Indemnitee by an insurance carrier under a policy of officers’ and directors liability insurance maintained by the position of the Securities and Exchange Commission that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable, and that claims for indemnification should be submitted to the appropriate court for adjudication)Company; or (fe) in connection with indemnify or advance funds to Indemnitee for Indemnitee’s reimbursement to the Company of any Proceeding bonus or other incentive-based or equity-based compensation previously received by Indemnitee or payment of any profits realized by Indemnitee from the Indemnitee, in his capacity as a director or officer sale of securities of the Company, against as required in each case under the Company or Exchange Act (including any such reimbursements under Section 304 of its direct or indirect subsidiaries or the directors, officers, employees or other Indemnitees S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 in connection with an accounting restatement of the Company or any the payment to the Company of its direct profits arising from the purchase or indirect subsidiaries, unless (i) such indemnification is expressly required to be made sale by law, (ii) the Proceeding was authorized by the Board Indemnitee of Directors securities in violation of Section 306 of the Company, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under applicable law, or (iv) otherwise provided in Sections 12 and 13 hereofS▇▇▇▇▇▇▇-▇▇▇▇▇ Act).

Exclusions from Indemnification. Notwithstanding any provision anything in this AgreementAgreement to the contrary, the Company shall not be obligated under this Agreement to make any indemnity payment or advancement of Expenses in connection with any claim made against Indemniteeto: (a) on account of indemnify or advance funds to Indemnitee for Expenses or Losses with respect to proceedings initiated by ▇▇▇▇▇▇▇▇▇▇, including any action, suit or proceeding in which judgment is rendered proceedings against the Indemnitee for disgorgement Company or its directors, officers, employees or other indemnitees and not by way of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934defense, as amended (the “Exchange Act”), or similar provisions of any federal, state or local statutory law;except: (bi) on account of conduct of the Indemnitee which is finally adjudged by proceedings referenced in Section 5 above (unless a court of competent jurisdiction to have been knowingly fraudulent determines that each of the material assertions made by Indemnitee in such proceeding was not made in good faith or dishonest or to constitute willful misconduct;was frivolous); or (cii) where the Company has joined in any circumstance where or the Board has consented to the initiation of such indemnification is expressly prohibited by applicable law;proceedings. (db) with respect to liability for which payment is actually made to the indemnify Indemnitee under a valid and collectible insurance policy of the Company or under a valid and enforceable indemnity clause, Bylaw or agreement (other than this Agreement) of the Company, except in respect of any liability in excess of payment under such insurance, clause, Bylaw or agreement; (e) if a final decision by a court having of competent jurisdiction in the matter shall determine determines that such indemnification is not lawful (and, in this respect, both prohibited by applicable law. indemnify Indemnitee for the disgorgement of profits arising from the purchase or sale by Indemnitee of securities of the Company and the Indemnitee have been advised that it is the position in violation of Section 16(b) of the Securities and Exchange Commission that indemnification Act, or any similar successor statute. (c) indemnify Indemnitee for liabilities the disgorgement of profits arising under from the federal purchase or sale by Indemnitee of securities laws is against public policy and isof the Company in violation of Section 16(b) of the Exchange Act, therefore, unenforceable, and that claims or any similar successor statute. (d) indemnify or advance funds to Indemnitee for indemnification should be submitted Indemnitee’s reimbursement to the appropriate court for adjudication); or (f) in connection with Company of any Proceeding bonus or other incentive-based or equity-based compensation previously received by Indemnitee or payment of any profits realized by Indemnitee from the Indemnitee, in his capacity as a director or officer sale of securities of the Company, against as required in each case under the Company or Exchange Act (including any such reimbursements under Section 304 of its direct or indirect subsidiaries or the directors, officers, employees or other Indemnitees ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 in connection with an accounting restatement of the Company or under any of its direct or indirect subsidiaries, unless (i) such indemnification is expressly required to be made by law, (ii) clawback provisions adopted under Rule 10D-1 under the Proceeding was authorized by the Board of Directors Exchange Act and Section 954 of the Company, (iii) such indemnification is provided by ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 or the Company, in its sole discretion, pursuant payment to the powers vested Company of profits arising from the purchase or sale by Indemnitee of securities in violation of Section 306 of the Company under applicable law, or (iv) otherwise provided in Sections 12 and 13 hereof▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act).