Common use of Limitations on Additional Indemnity Clause in Contracts

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 hereof shall be paid by the Corporation: (a) except to the extent the aggregate of losses to be indemnified thereunder exceed the amount of such losses for which the Indemnitee is indemnified or insured pursuant to either Section 1 or 2 hereof; (b) in respect of any of the following as determined by a final judgment or other final adjudication: (1) remuneration paid to, or indemnification of, the Indemnitee that was or is prohibited by applicable law; (2) any transaction from which the Indemnitee derived an improper personal benefit; (3) any breach of the Indemnitee’s duty to act in good faith or if the Indemnitee did not (i) in the case of conduct in the Indemnitee’s official capacity with the Corporation, reasonably believe that his or her conduct was in the best interests of the Corporation, (ii) in all other cases, reasonably believe that his or her conduct was at least not opposed to the Corporation’s best interests or (iii) in the case of any criminal proceeding, have reasonable cause to believe that his or her conduct was lawful or had reasonable cause to believe that his or her conduct was unlawful; or (4) acts or omissions which involve intentional misconduct or a knowing violation of law by the Indemnitee.

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 hereof shall be paid by the Corporation: (a) except to the extent the aggregate of losses to be indemnified thereunder exceed the amount of such losses for which the Indemnitee is indemnified or insured pursuant to either Section 1 or 2 hereof; (b) in respect of any of the following as determined by a final judgment or other final adjudication: (1) remuneration paid to, or indemnification of, the Indemnitee Indemnitee, if it shall be determined by a final judgment or other final adjudication that such remuneration or indemnification was or is prohibited by applicable law; (2c) for any transaction from which the Indemnitee derived an improper personal benefit; (3d) for any breach of the Indemnitee’s duty to act in good faith or if the Indemnitee did not and (i) in the case of conduct in the Indemnitee’s official capacity with the Corporation, in a manner he or she reasonably believe that his or her conduct was believed to be in the best interests of the Corporation, (ii) in all other cases, that the Indemnitee reasonably believe that believed his or her conducts conduct was at least not opposed to the Corporation’s best interests or and (iii) in the case of any criminal proceeding, have the Indemnitee had reasonable cause to believe that his or her conduct was lawful or had no reasonable cause to believe that his or her conduct was unlawful; or (4e) in respect of acts or omissions which involve intentional misconduct or a knowing violation of law by the Indemnitee.

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 hereof shall be paid by the Corporation: (a) Company, except to the extent the aggregate of losses to be indemnified thereunder exceed the amount of such losses for which the Indemnitee is indemnified or insured pursuant to either Section 1 or 2 hereof; ; (b) No indemnity pursuant to Section 1 or Section 3 hereof shall be paid by the Company in respect of any of the following as determined by a final judgment or other final adjudication: : (1) remuneration paid to, or indemnification of, the Indemnitee that was or is prohibited by applicable law; ; (2) any transaction from which the Indemnitee derived an improper personal benefit; ; (3) any breach of the Indemnitee’s duty to act in good faith or if the Indemnitee did not (i) in the case of conduct in the Indemnitee’s official capacity with the CorporationCompany, reasonably believe that his or her conduct was in the best interests of the CorporationCompany, (ii) in all other cases, reasonably believe that his or her conduct was at least not opposed to the CorporationCompany’s best interests or (iii) in the case of any criminal proceeding, have reasonable cause to believe that his or her conduct was lawful or had reasonable cause to believe that his or her conduct was unlawful; or (4) acts or omissions which involve intentional misconduct or a knowing violation of law by the Indemnitee.;

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 hereof herof shall be paid by the Corporation: (a) except to the extent the aggregate of losses to be indemnified thereunder exceed the amount of such losses for which the Indemnitee is indemnified or insured pursuant to either Section 1 or 2 hereof; (b) in respect of any of the following as determined by a final judgment or other final adjudication: (1) remuneration paid to, or indemnification of, the Indemnitee Indemnitee, if it shall be determined by a final judgment or other final adjudication that such remuneration or indemnification was or is prohibited by applicable law; (2c) for any transaction from which the Indemnitee derived an improper personal benefit; (3d) any breach of unless (i) the Indemnitee’s duty to act conduct was in good faith or if and (ii) the Indemnitee did not reasonably believed (iA) in the case of conduct in the Indemnitee’s official capacity with the CorporationCorporation (as defined in Indiana Code 23-1-37-5), reasonably believe that his or her conduct was in the best interests of the Corporation, and (iiB) in all other cases, reasonably believe that his or her conduct was at least not opposed to the Corporation’s best interests or and (iii) in the case of any criminal proceeding, have the Indemnitee had reasonable cause to believe that his or her conduct was lawful or had no reasonable cause to believe that his or her conduct was unlawful; or; (4e) in respect of acts or omissions which involve intentional misconduct or a knowing violation of law by the Indemnitee; or (f) in respect of any claim brought by the Indemnitee against the Corporation except in respect of the enforcement of its rights hereunder.

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 hereof shall be paid by the Corporation: (a) except to the extent the aggregate of losses to be indemnified thereunder exceed the amount of such losses for which the Indemnitee is indemnified or insured pursuant to either Section 1 or 2 hereof; (b) in respect of any of the following as determined by a final judgment or other final adjudication: (1) remuneration paid to, or indemnification of, the Indemnitee that was or is prohibited by applicable law; (2) any transaction from which the Indemnitee derived an improper personal benefit; (3) any breach of unless the Indemnitee’s duty to act conduct was in good faith or if the Indemnitee did not and (i) in the case of conduct in the Indemnitee’s official capacity with the Corporation, the Indemnitee reasonably believe that believed his or her conduct was in the best interests of the Corporation, (ii) in all other cases, the Indemnitee reasonably believe that believed his or her conducts conduct was at least not opposed to the Corporation’s best interests or and (iii) in the case of any criminal proceeding, have the Indemnitee had reasonable cause to believe that his or her conduct was lawful or had no reasonable cause to believe that his or her conduct was unlawful; or (4c) in respect of acts or omissions which involve intentional misconduct or a knowing violation of law by the Indemnitee.

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 hereof shall be paid by the Corporation: (a) except to the extent the aggregate of losses to be indemnified thereunder exceed the amount of such losses for which the Indemnitee is indemnified or insured pursuant to either Section 1 or 2 hereof; (b) in respect of any of the following as determined by a final judgment or other final adjudication: (1) remuneration paid to, or indemnification of, the Indemnitee Indemnitee, if it shall be determined by a final judgment or other final adjudication that such remuneration or indemnification was or is prohibited by applicable law; (2c) for any transaction from which the Indemnitee derived an improper personal benefit; (3d) for any breach of the Indemnitee’s duty to act in good faith or if the Indemnitee did not (i) in the case of conduct in the Indemnitee’s official capacity with the Corporation, reasonably believe that his or her conduct was in the best interests of the Corporation, (ii) in all other cases, reasonably believe that his or her conduct was at least not opposed to the Corporation’s best interests or (iii) in the case of any criminal proceeding, have reasonable cause to believe that his or her conduct was lawful or had reasonable cause to believe that his or her conduct was unlawful; or (4e) in respect of acts or omissions which involve intentional misconduct or a knowing violation of law by the Indemnitee.

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 hereof shall be paid by the Corporation: (a) except to the extent the aggregate of losses to be indemnified thereunder exceed the amount of such losses for which the Indemnitee is indemnified or insured pursuant to either Section 1 or 2 hereof; (b) in respect of any of the following as determined by a final judgment or other final adjudication: (1) remuneration paid to, or indemnification of, the Indemnitee Indemnitee, if it shall be determined by a final judgment or other final adjudication that such remuneration or indemnification was or is prohibited by applicable law; (2c) for any transaction from which the Indemnitee derived an improper personal benefit; (3d) any breach of unless (i) the Indemnitee’s duty to act conduct was in good faith or if and (ii) the Indemnitee did not reasonably believed (iA) in the case of conduct in the Indemnitee’s official capacity with the CorporationCorporation (as defined in Indiana Code 23-1-37-5), reasonably believe that his or her conduct was in the best interests of the Corporation, and (iiB) in all other cases, reasonably believe that his or her conduct was at least not opposed to the Corporation’s best interests or and (iii) in the case of any criminal proceeding, have the Indemnitee had reasonable cause to believe that his or her conduct was lawful or had no reasonable cause to believe that his or her conduct was unlawful; or; (4e) in respect of acts or omissions which involve intentional misconduct or a knowing violation of law by the Indemnitee; or (f) in respect of any claim brought by the Indemnitee against the Corporation except in respect of the enforcement of its rights hereunder.

Limitations on Additional Indemnity. No indemnity pursuant to Section 3 hereof shall be paid by the Corporation: (a) except to the extent the aggregate of losses to be indemnified thereunder exceed the amount of such losses for which the Indemnitee is indemnified or insured pursuant to either Section 1 or 2 hereof; (b) in respect of for any of the following as determined by a final judgment or other final adjudication: (1) remuneration paid to, or indemnification of, the Indemnitee conduct that was or is prohibited by applicable law; (2) any transaction from which the Indemnitee derived an improper personal benefit; (3) any breach of the Indemnitee’s duty to act not in good faith or if the Indemnitee did not and (i) in the case of conduct in the Indemnitee’s official capacity with the Corporation, in a manner he or she reasonably believe that his or her conduct was believed to be in the best interests of the Corporation, (ii) in all other cases, that the Indemnitee reasonably believe that believed his or her conducts conduct was at least not opposed to the Corporation’s best interests or and (iii) in the case of any criminal proceeding, have the Indemnitee had reasonable cause to believe that his or her conduct was lawful or had no reasonable cause to believe that his or her conduct was unlawful; or (4c) in respect of acts or omissions which involve intentional misconduct or a knowing violation of law by the Indemnitee.