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 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 based upon or in connection with a proceeding by or in the right of the Company in which Indemnitee was adjudged liable to the Company; or 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.