Common use of Obligation to Indemnify; Limits Clause in Contracts

Obligation to Indemnify; Limits. The Corporation shall indemnify Indemnitee against any and all Liability incurred in a Proceeding; provided, however that the Corporation shall not indemnify Indemnitee under this Agreement for any Liability incurred in a Proceeding in which Indemnitee is adjudged liable to the Corporation or is subjected to injunctive relief in favor of the Corporation: (1) For any breach of Indemnitee's duty of loyalty to the Corporation or its stockholders; (2) For acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (3) For the types of liability set forth in Section 174 of the DGCL; or (4) For any transaction from which Indemnitee's derived an improper personal benefit.