Common use of Limitations on Indemnity Clause in Contracts

Limitations on Indemnity. No amounts of Indemnity pursuant to Section 2 or 3 hereof shall be paid by the Corporation: (a) except to the extent that the aggregate of Litigation Costs and Losses in any Proceeding or group of related Proceedings to be indemnified hereunder exceeds the amount of Litigation Costs and Losses for which the Indemnified Party actually receives indemnification payments or on whose behalf indemnification payments are made pursuant to any D&O Insurance policy or from any other source; (b) on account of any payments required to be paid by an Indemnified Party as a result of any Proceeding in which a final, non-appealable judgment is rendered against Indemnified Party for an accounting or disgorgement of profits made from the purchase or sale by Indemnified Party of securities of the Corporation pursuant to the provisions of Section 16(b) of the Exchange Act; (c) on account of Indemnified Party's conduct which is finally adjudged in any Proceeding to have been knowingly fraudulent, deliberately dishonest or an act or omission involving willful misconduct; or (d) if a final non-appealable decision by a court having jurisdiction over the parties and the subject matter shall determine that such indemnification is not lawful.

Limitations on Indemnity. No amounts of Indemnity pursuant to Section 2 or 3 hereof shall be paid by the Corporation:Mutual Acknowledgment ----------------------------------------------- (a) except to the extent that the aggregate of Litigation Costs and Losses in any Proceeding or group of related Proceedings to be indemnified hereunder exceeds the amount of Litigation Costs and Losses for which the Indemnified Party actually receives indemnification payments or Limitation on whose behalf indemnification payments are made Indemnity. No indemnity pursuant to any D&O Insurance policy or from any other source;this Agreement ----------------------- shall be provided by the Company: (bi) on On account of any payments required to be paid by an Indemnified Party as a result of any Proceeding suit in which a final, non-appealable unappealable judgment is rendered against Indemnified Party Indemnitee for an accounting or disgorgement of profits made from the purchase or sale by Indemnified Party Indemnitee of securities of the Corporation pursuant to Company in violation of the provisions of Section 16(b) of the Securities Exchange ActAct of 1934, as amended; (cii) on For Damages that have been paid directly to Indemnitee by an insurance carrier under a policy of insurance maintained by the Company; (iii) With respect to remuneration paid to Indemnitee if it shall be determined by a final judgment or other final adjudication that such remuneration was in violation of law; (iv) On account of Indemnified PartyIndemnitee's conduct which is finally adjudged by a court having jurisdiction in any Proceeding the matter to have been knowingly fraudulentintentional misconduct, deliberately dishonest a knowing violation of law or the RCW 23B.08.310 or any successor provision of the Statute, or a transaction from which Indemnitee derived an act or omission involving willful misconductimproper personal benefit; or (dv) if If a final non-appealable decision by a court having jurisdiction over in the parties and the subject matter with no further right of appeal shall determine that such indemnification is not lawful.

Limitations on Indemnity. No amounts of Indemnity pursuant to Section 2 or 3 hereof shall be paid by the Corporation: (a) except Except to the extent that the aggregate of Litigation Costs and Losses in any Proceeding or group of related Proceedings to be indemnified hereunder thereunder exceeds the amount of Litigation Costs and Losses for which the Indemnified Party actually receives indemnification payments or on whose behalf indemnification payments are made pursuant to any D&O Insurance policy or from any other source; (b) on On account of any payments required to be paid by an Indemnified Party as a result of any Proceeding in which a final, non-appealable judgment is rendered against Indemnified Party for an accounting or disgorgement of profits made from the purchase or sale by Indemnified Party of securities of the Corporation pursuant to the provisions of Section 16(b) of the Exchange 1934 Act; (c) on On account of any claim made against Indemnified Party's conduct Party brought about or contributed to by the dishonesty of Indemnified Party seeking payment hereunder; however, notwithstanding the foregoing, Indemnified Party shall be protected under this Agreement as to any claims upon which is finally adjudged in suit may be brought against him by reason of any Proceeding alleged dishonesty on his part unless a final adjudication adverse to have been knowingly fraudulentIndemnified Party shall establish that he committed (i) acts of active and deliberate dishonesty (ii) with actual dishonest purpose and intent, deliberately dishonest or an act or omission involving willful misconduct; orwhich acts were material to the cause of action so adjudicated; (d) if If a final non-appealable decision by a court having jurisdiction over the parties and the subject matter shall determine that such indemnification is not lawful.

Limitations on Indemnity. No amounts of Indemnity pursuant to Section 2 or 3 hereof shall be paid by the Corporation: (a) except Except to the extent that the aggregate of Litigation Costs and Losses in any Proceeding or group of related Proceedings to be indemnified hereunder thereunder exceeds the amount of Litigation Costs and Losses for which the Indemnified Party actually receives indemnification payments or on whose behalf indemnification payments are made pursuant to any D&O Insurance policy or from any other source; (b) on On account of any payments required to be paid by an Indemnified Party as a result of any Proceeding in which a final, non-appealable judgment is rendered against Indemnified Party for an accounting or disgorgement of profits made from the purchase or sale by Indemnified Party of securities of the Corporation pursuant to the provisions of Section 16(b) of the Exchange 1934 Act; (c) on On account of Indemnified Party's ’s conduct which is finally adjudged in any Proceeding to have been knowingly fraudulent, deliberately dishonest or an act or omission involving willful misconduct; or; (d) if If a final non-appealable decision by a court having jurisdiction over the parties and the subject matter shall determine that such indemnification is not lawful.

Limitations on Indemnity. No amounts of Indemnity pursuant to Section Sections 2 or 3 hereof shall be paid by the CorporationCompany: (a) except Except to the extent that the aggregate of Litigation Costs and Losses in any Proceeding or group of related Proceedings to be indemnified hereunder thereunder exceeds the amount of Litigation Costs and Losses for which the Indemnified Party actually receives indemnification payments or on whose behalf indemnification payments are made pursuant to any D&O Insurance policy or from any other source; (b) on On account of any payments required to be paid by an Indemnified Party as a result of any Proceeding in which a final, non-appealable judgment is rendered against Indemnified Party for an accounting or disgorgement of profits made from the purchase or sale by Indemnified Party of securities of the Corporation Company pursuant to the provisions of Section 16(b) of the Exchange 1934 Act; (c) on On account of any claim made against Indemnified Party's conduct Party brought about or contributed to by the dishonesty of Indemnified Party seeking payment hereunder; however, notwithstanding the foregoing, Indemnified Party shall be protected under this Agreement as to any claims upon which is finally adjudged in suit may be brought against him by reason of any Proceeding alleged dishonesty on his part unless a final adjudication adverse to have been knowingly fraudulentIndemnified Party shall establish that he committed (i) acts of active and deliberate dishonesty (ii) with actual dishonest purpose and intent, deliberately dishonest or an act or omission involving willful misconduct; orwhich acts were material to the cause of action so adjudicated; (d) if If a final non-appealable decision by a court having jurisdiction over the parties and the subject matter shall determine that such indemnification is not lawful.

Limitations on Indemnity. No amounts of Indemnity pursuant to Section 2 or 3 hereof shall be paid by the Corporation: (a) except Except to the extent that the aggregate of Litigation Costs and Losses in any Proceeding or group of related Proceedings to be indemnified hereunder thereunder exceeds the amount of Litigation Costs and Losses for which the Indemnified Party actually receives indemnification payments or on whose behalf indemnification payments are made pursuant to any D&O Insurance policy or from any other source; (b) on On account of any payments required to be paid by an Indemnified Party as a result of any Proceeding in which a final, non-appealable judgment is rendered against Indemnified Party for an accounting or disgorgement of profits made from the purchase or sale by Indemnified Party of securities of the Corporation pursuant to the provisions of Section 16(b) of the Exchange 1934 Act; (c) on On account of Indemnified Party's conduct which is finally adjudged in any Proceeding to have been knowingly fraudulent, deliberately dishonest or an act or omission involving willful misconduct; or; (d) if If a final non-appealable decision by a court having jurisdiction over the parties and the subject matter shall determine that such indemnification is not lawful.