Common use of Coverage Limitations Clause in Contracts

Coverage Limitations. No indemnification is available pursuant to the provisions of this Agreement: 3.1.1 If such indemnification is not lawful; 3.1.2 If the Indemnitee's conduct giving rise to the Claim with respect to which indemnification is requested was knowingly fraudulent, a knowing violation of law, deliberately dishonest or in bad faith, or constituted willful misconduct; 3.1.3 In respect of any Claim based upon or attributable to the Indemnitee's gaining any personal profit or advantage to which the Indemnitee was not legally entitled; 3.1.4 In respect of any Claim for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act; 3.1.5 If the Indemnitee's conduct giving rise to the Claim with respect to which indemnification is requested constituted a breach of the duty of loyalty to the Company or its stockholders; or 3.1.6 In respect of any Claim based upon any violation of Section 174 of the Delaware General Corporation Law, as amended.

Coverage Limitations. No indemnification is available pursuant to the provisions of this Agreement: 3.1.1 3.1.1. If such indemnification is not lawful; 3.1.2 3.1.2. If the Indemnitee's conduct giving rise to the Claim with respect to which indemnification is requested was knowingly fraudulent, a knowing violation of law, deliberately dishonest or in bad faith, faith or constituted willful misconduct; 3.1.3 3.1.3. In respect of any Claim based upon or attributable to the Indemnitee's gaining any personal profit or advantage to which the Indemnitee was not legally entitled; 3.1.4 3.1.4. In respect of any Claim for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act; 3.1.5 3.1.5. If the Indemnitee's conduct giving rise to the Claim with respect to which indemnification is requested constituted a breach of the duty of loyalty to the Company or its stockholders; or 3.1.6 3.1.6. In respect of any Claim based upon any violation of Section 174 of the Delaware General Corporation Law, as amended.

Coverage Limitations. No indemnification is available pursuant to the provisions of this Agreement: 3.1.1 3.1.1. If such indemnification is not lawful; 3.1.2 3.1.2. If the Indemnitee's conduct giving rise to the Claim with respect to which indemnification is requested was knowingly fraudulent, not in good faith or involved intentional misconduct or a knowing violation of law, deliberately dishonest or in bad faith, or constituted willful misconduct; 3.1.3 3.1.3. In respect of any Claim based upon any other proceeding charging improper personal benefit to the Indemnitee in which the Indemnitee was adjudged liable on the basis that personal benefit was improperly received by the Indemnitee; 3.1.4. In respect of any Claim based upon or attributable in connection with a proceeding by or in the right of the Company in which the director was adjudged liable to the Indemnitee's gaining any personal profit or advantage to which the Indemnitee was not legally entitledCompany; 3.1.4 3.1.5. In respect of any Claim for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company within the meaning of Section 16(b) of the Securities Exchange ActAct of 1934, as amended; 3.1.5 3.1.6. If the Indemnitee's conduct giving rise to the Claim with respect to which indemnification is requested constituted a breach of the duty of loyalty to the Company corporation or its stockholdersshareholders; or 3.1.6 3.1.7. In respect of any Claim based upon any violation of Section 174 of 48-1▇-▇▇▇ ▇▇ the Delaware General Tennessee Business Corporation LawAct, as amended.

Coverage Limitations. No indemnification is available pursuant to the provisions of this Agreement: 3.1.1 3.1.1. If such indemnification is not lawful; 3.1.2 3.1.2. If the Indemnitee's conduct giving rise to the Claim with respect to which indemnification is requested was knowingly fraudulent, a knowing violation of law, deliberately dishonest or in bad faith, or constituted willful misconduct; 3.1.3 3.1.3. In respect of any Claim based upon or attributable to the Indemnitee's gaining any personal profit or advantage to which the Indemnitee was not legally entitled; 3.1.4 3.1.4. In respect of any Claim for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act; 3.1.5 3.1.5. If the Indemnitee's conduct giving rise to the Claim with respect to which indemnification is requested constituted a breach of the duty of loyalty to the Company or its stockholders; or 3.1.6 3.1.6. In respect of any Claim based upon any violation of Section 174 of the Delaware General Corporation Law, as amended.