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 ▇▇▇▇▇▇▇▇▇▇'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 Indemnitee gaining in fact any personal profit or advantage to which 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 Indemnitee of securities of the Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended; 3.1.5. In respect of any Claim based upon any violation of Section 174 of the Delaware General Corporation Law, as amended; or 3.1.6. In respect of any reimbursement of the Company by Indemnitee of any bonus or other incentive-based or equity-based compensation as required under the Securities Exchange Act of 1934, as amended (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, or the payment to the Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002).

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 ▇▇▇▇▇▇▇▇▇▇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 Indemnitee gaining in fact any personal profit or advantage to which 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 Indemnitee of securities of the Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended; 3.1.5. In respect of any Claim based upon any violation of Section 174 of the Delaware General Corporation Law, as amended; or 3.1.6. In respect of any reimbursement of the Company by Indemnitee of any bonus or other incentive-based or equity-based compensation as required under the Securities Exchange Act of 1934, as amended (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, or the payment to the Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002).

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 ▇▇▇▇▇▇▇▇▇▇'s 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 Indemnitee gaining in fact any personal profit or advantage to which 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 Indemnitee of securities of the Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended; 3.1.5. In respect of any Claim based upon any violation of Section 174 of the Delaware General Corporation Law, as amended; or 3.1.6. In respect of any reimbursement of the Company by Indemnitee of any bonus or other incentive-based or equity-based compensation as required under the Securities Exchange Act of 1934, as amended (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, or the payment to the Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002).

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 ▇▇▇▇▇▇▇▇▇▇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. In respect of any Claim based upon or attributable any other proceeding charging improper personal benefit to the Indemnitee gaining in fact any personal profit or advantage to which the Indemnitee was not legally entitledadjudged liable on the basis that personal benefit was improperly received by the Indemnitee; 3.1.4. In respect of any Claim based upon or in connection with a proceeding by or in the right of the Company in which the director was adjudged liable to the Company; 3.1.5. In respect of any Claim for an accounting of profits made from the purchase or sale by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended;; or 3.1.53.1.6. If 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 corporation or its shareholders. 3.1.7. In respect of any Claim based upon any violation of Section 174 of the Delaware General Corporation Law, as amended; or 3.1.6. In respect of any reimbursement of the Company by Indemnitee of any bonus or other incentive48-based or equity-based compensation as required under the Securities Exchange Act of 1934, as amended (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the ▇▇▇▇▇▇▇1▇-▇▇▇▇ ▇▇ Act of 2002the Tennessee Business Corporation Act, or the payment to the Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002)as amended.