Limitations on Additional Indemnity. No indemnity pursuant to Section 3 hereof shall be paid by Corporation: (a) Except to the extent the aggregate of losses to be indemnified thereunder exceeds the sum of $1, 000 plus the amount of such losses for which Officer is indemnified either pursuant to Sections 1 or 2 hereof or pursuant to any D&O Insurance purchased and maintained by the Corporation; (b) In respect to remuneration paid to Officer if it shall be determined by a final judgment or other final adjudication that such remuneration was in violation of Law; (c) On account of any suit in which judgment is rendered against Officer f or an accounting of profits made from the purchase or sale by Officer of securities of Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (d) On account of Officer's conduct which is finally adjudged by a court of competent jurisdiction to have been knowingly fraudulent or deliberately dishonest or to have constituted willful misconduct or recklessness; and (e) If a final decision by a court of competent jurisdiction shall determine that such indemnification is not lawful.
Appears in 2 contracts
Sources: Indemnification Agreement (C Cor Electronics Inc), Indemnification Agreement (C Cor Electronics Inc)
Limitations on Additional Indemnity. No indemnity pursuant to Section 3 2 hereof shall be paid by Corporation:
(a) Except except to the extent the aggregate of losses to be indemnified thereunder exceeds the sum of $1, 000 plus the amount of such losses for which Officer is indemnified either pursuant to Sections Section 1 or 2 hereof or pursuant to any D&O other indemnification arrangement or any D & O Insurance purchased and maintained by the Corporation;
(b) In in respect to remuneration paid to Officer if it shall be determined by a final judgment or other final adjudication that such remuneration was in violation of Lawlaw;
(c) On on account of any suit in which judgment is rendered against Officer f or for an accounting of profits made from the purchase or sale by Officer of securities of Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law;
(d) On on account of Officer's conduct which is finally adjudged by a court of competent jurisdiction to have been knowingly fraudulent or deliberately dishonest dishonest, or to have constituted constitute willful misconduct or recklessnessmisconduct; andor
(e) If if a final decision by a court of competent having jurisdiction in the matter shall determine that such indemnification is not lawful.
Appears in 2 contracts
Sources: Indemnification Agreement (Xoma Corp /De/), Indemnification Agreement (Xoma Corp /De/)
Limitations on Additional Indemnity. No indemnity pursuant to Section 3 hereof shall be paid by Corporation:
(a) Except to the extent the aggregate of losses to be indemnified thereunder exceeds the sum of $1, 000 1,000 plus the amount of such losses for which Officer officer is indemnified either pursuant to Sections 1 or 2 hereof or pursuant to any D&O Insurance purchased and maintained by the Corporation;
(b) In respect to remuneration paid to Officer if it shall be determined by a final judgment or other final adjudication that such remuneration was in violation of Law;
(c) On account of any suit in which judgment is rendered against Officer f or for an accounting of profits made from the purchase or sale by Officer of securities of Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law;
(d) On account of Officer's conduct which is finally adjudged by a court of competent jurisdiction to have been knowingly fraudulent or deliberately dishonest or to have constituted willful misconduct or recklessness; and
and (e) If a final decision by a court of competent jurisdiction shall determine that such indemnification is not lawful.
Appears in 1 contract
Limitations on Additional Indemnity. No indemnity pursuant to Section 3 hereof shall be paid by the Corporation:
(a) Except In respect of expenses, judgments and settlement amounts to the extent attributable to the aggregate recovery of losses remuneration paid or other financial benefit provided to be indemnified thereunder exceeds the sum of $1, 000 plus the amount of such losses for which Officer is indemnified either pursuant to Sections 1 or 2 hereof or pursuant to any D&O Insurance purchased and maintained Director by the Corporation;
(b) In respect to remuneration paid to Officer Corporation if it shall be determined by a final judgment or other final adjudication that such remuneration or financial benefit was paid or provided in violation of LawDirector's duties and obligations to the Corporation;
(cb) On account of any suit in which judgment is rendered against Officer f or a Director for an accounting of profits profits, made from the purchase or sale by Officer Director of securities of Corporation the Corporation, pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law, or on account of any payment by Director to the Corporation in respect of any claim for such an accounting;
(dc) On account of OfficerDirector's conduct which is finally adjudged if it shall be determined by a court of competent jurisdiction final judgment or other final adjudication to have been knowingly fraudulent fraudulent, deliberately dishonest, or deliberately dishonest grossly negligent, or to have constituted willful misconduct or recklessnessmisconduct; andor
(ed) If a final decision by a court of competent Court having jurisdiction in the matter shall determine that such indemnification indemnity is prohibited by the State Statute or otherwise is not lawful.
Appears in 1 contract
Sources: Director's Indemnification Agreement (Reflectone Inc /Fl/)
Limitations on Additional Indemnity. No indemnity pursuant to Section 3 hereof shall be paid by the Corporation:
(a) Except In respect of expenses, judgments and settlement amounts to the extent attributable to the aggregate recovery of losses remuneration paid or other financial benefit provided to be indemnified thereunder exceeds the sum of $1, 000 plus the amount of such losses for which Officer is indemnified either pursuant to Sections 1 or 2 hereof or pursuant to any D&O Insurance purchased and maintained by the Corporation;
(b) In respect to remuneration paid to Officer Corporation if it shall be determined by a final judgment or other final adjudication that such remuneration or financial benefit was paid or provided in violation of LawOfficer's duties and obligations to the Corporation;
(cb) On account of any suit in which judgment is rendered against Officer f or for an accounting of profits profits, made from the purchase or sale by Officer of securities of Corporation the Corporation, pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law, or on account of any payment by Officer to the Corporation in respect of any claim for such an accounting;
(dc) On account of Officer's conduct which is finally adjudged if it shall be determined by a court of competent jurisdiction final judgment or other final adjudication to have been knowingly fraudulent fraudulent, deliberately dishonest, or deliberately dishonest grossly negligent, or to have constituted willful misconduct or recklessnessmisconduct; andor
(ed) If a final decision by a court of competent Court having jurisdiction in the matter shall determine that such indemnification indemnity is prohibited by the State Statute or otherwise is not lawful.
Appears in 1 contract
Limitations on Additional Indemnity. No indemnity pursuant to Section 3 2 hereof shall be paid by Corporationthe Company:
(a) Except to for amounts indemnified by the extent the aggregate of losses to be indemnified thereunder exceeds the sum of $1, 000 plus the amount of such losses for which Officer is indemnified either Company other than pursuant to Sections 1 or Section 2 hereof or pursuant to any D&O Insurance purchased and maintained by the Corporationof this Agreement;
(b) In for amounts, if any, paid pursuant to any policies of directors and officers liability insurance maintained by the Company for the benefit of Indemnitee;
(c) with respect to remuneration paid to Officer Indemnitee if it shall be determined by a final judgment or other final adjudication that such remuneration was in violation of Lawlaw;
(cd) On on account of any suit in which judgment is rendered against Officer f or Indemnitee for an accounting of profits made from the purchase or and sale by Officer Indemnitee of securities of Corporation the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or any similar provisions provision of any federal, state or local statutory law;
(de) On on account of OfficerIndemnitee's conduct which is finally adjudged by a court of competent jurisdiction to have been knowingly fraudulent or fraudulent, deliberately dishonest or to have constituted willful misconduct or recklessnessmisconduct; andor
(ef) If if a final decision adjudication by a court of competent having jurisdiction in the matter shall determine that such indemnification is not lawful.
Appears in 1 contract
Sources: Indemnification Agreement (Maxim Integrated Products Inc)
Limitations on Additional Indemnity. No indemnity pursuant to Section 3 2 hereof shall be paid by Corporationthe Company:
(a) Except to for amounts indemnified by the extent the aggregate of losses to be indemnified thereunder exceeds the sum of $1, 000 plus the amount of such losses for which Officer is indemnified either Company other than pursuant to Sections 1 or Section 2 hereof or pursuant to any D&O Insurance purchased and maintained by the Corporationof this Agreement;
(b) In for amounts, if any, paid pursuant to any policies of directors and officers liability insurance maintained by the Company for the benefit of Indemnitee;
(c) with respect to remuneration paid to Officer Indemnitee if it shall be determined by a final judgment or other final adjudication that such remuneration was in violation of Lawlaw;
(cd) On on account of any suit in which judgment is rendered against Officer f or Indemnitee for an accounting of profits made from the purchase or and sale by Officer of Indemnitee of securities of Corporation the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or any similar provisions provision of any federal, state or local statutory law;
(de) On on account of OfficerIndemnitee's conduct which is finally adjudged by a court of competent jurisdiction to have been knowingly fraudulent or fraudulent, deliberately dishonest or to have constituted willful misconduct or recklessnessmisconduct; andor
(ef) If if a final decision adjudication by a court of competent having jurisdiction in the matter shall determine that such indemnification is not lawful.
(g) for judgments, fines, and amounts paid in settlement incurred in a proceeding brought by or in the right of the Company.
Appears in 1 contract
Limitations on Additional Indemnity. No indemnity pursuant to Section 3 2 hereof shall be paid by Corporation:
(a) Except except to the extent the aggregate of losses to be indemnified thereunder exceeds the sum of $1, 000 plus the amount of such losses for which Officer Director is indemnified either pursuant to Sections Section 1 or 2 hereof or pursuant to any D&O other indemnification arrangement or any D & O Insurance purchased and maintained by the Corporation;
(b) In in respect to remuneration paid to Officer Director if it shall be determined by a final judgment or other final adjudication that such remuneration was in violation of Lawlaw;
(c) On on account of any suit in which judgment is rendered against Officer f or Director for an accounting of profits made from the purchase or sale by Officer Director of securities of Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law;
(d) On on account of OfficerDirector's conduct which is finally adjudged by a court of competent jurisdiction to have been knowingly fraudulent or deliberately dishonest dishonest, or to have constituted constitute willful misconduct or recklessnessmisconduct; andor
(e) If if a final decision by a court of competent having jurisdiction in the matter shall determine that such indemnification is not lawful.
Appears in 1 contract
Limitations on Additional Indemnity. No indemnity pursuant to Section 3 hereof 2 of this Agreement shall be paid by Corporationthe Corporation except:
(a) Except to the extent the aggregate of losses to be indemnified thereunder exceeds the sum of $1, 000 plus under Section 2 exceed the amount of such losses for which Officer the Director is indemnified either pursuant to Sections Section 1 or 2 hereof of this Agreement or pursuant to any D&O Insurance purchased and maintained by the Corporation;
(b) In with respect to remuneration paid to Officer Director, if it shall be determined by a final judgment or other final adjudication that such remuneration was in violation of Lawlaw;
(c) On on account of any suit in which judgment is rendered against Officer f or a Director for an accounting of profits made from the purchase or sale by Officer Director of securities of the Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state state, or local statutory law;
(d) On on account of OfficerDirector's conduct which is finally adjudged by a court of competent jurisdiction to have been knowingly fraudulent or deliberately dishonest or to have constituted as willful misconduct or recklessnessmisconduct; andor
(e) If if a final decision by a court of competent having final jurisdiction in the matter shall determine that such indemnification is not lawful.
Appears in 1 contract
Limitations on Additional Indemnity. No indemnity pursuant to Section 3 hereof shall be paid by Corporation:
(a) Except to the extent the aggregate of losses to be indemnified thereunder exceeds the sum of $1, 000 1,000 plus the amount of such losses for which Officer is indemnified either pursuant to Sections 1 or 2 hereof or pursuant to any D&O Insurance purchased and maintained by the Corporation;
(b) In respect to remuneration paid to Officer if it shall be determined by a final judgment or other final adjudication that such remuneration was in violation of Law;
(c) On account of any suit in which judgment is rendered against Officer f or an accounting of profits made from the purchase or sale by Officer of securities of Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law;
(d) On account of Officer's conduct which is finally adjudged by a court of competent jurisdiction to have been knowingly fraudulent or deliberately dishonest or to have constituted willful misconduct or recklessness; and
(e) If a final decision by a court of competent jurisdiction shall determine that such indemnification is not lawful.
Appears in 1 contract