Common use of Specific Limitations on Indemnification Clause in Contracts

Specific Limitations on Indemnification. Notwithstanding anything in this Agreement to the contrary, the Company shall not be obligated under this agreement to make any payment to any Indemnitee for indemnification with respect to any Proceeding: 1. To the extent that payment is actually made to such Indemnitee under any insurance policy or is made to such Indemnitee by the Company otherwise than pursuant to this Agreement. 2. If a court in such Proceeding has entered a judgment or other adjudication which is final and has become nonappealable and established that a claim of such Indemnitee for such indemnification arose from acts or omissions of such Indemnitee which are material to the matter giving rise to the Proceeding and (a) which were committed in bad faith, or (b) which were the result of active and deliberate dishonesty, or (c) for which the Indemnitee actually received an improper personal benefit in money, property or services. 3. For Liabilities in connection with Proceedings settled without the consent of the Company. 4. For an accounting of profits made from the purchase or sale by such Indemnitee of securities of the Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934 or similar provisions of any federal, state or local statute or regulation. 5. For any liability of an Indemnitee in connection with ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as defined under the United States securities laws or similar provisions of any state or local statute or regulation.