Common use of Exceptions to Right of Indemnification Clause in Contracts

Exceptions to Right of Indemnification. Notwithstanding anything to the contrary in this Agreement: (a) except as set forth in Section 10, the Corporation shall not indemnify the Indemnitee in connection with a Proceeding (or part thereof) initiated by the Indemnitee unless the initiation thereof was approved by the Board of Directors of the Corporation; (b) the Corporation shall not indemnify the Indemnitee to the extent the Indemnitee is reimbursed from the proceeds of insurance, and in the event the Corporation makes any indemnification payments to the Indemnitee and the Indemnitee is subsequently reimbursed for such indemnification payments from the proceeds of insurance, the Indemnitee shall promptly refund such indemnification payments to the Corporation to the extent of such insurance reimbursement; and (c) the Corporation shall not indemnify the Indemnitee hereunder to the extent that such indemnification is prohibited in the Corporation's certificate of incorporation.

Exceptions to Right of Indemnification. Notwithstanding anything to the contrary in this Agreement: (a) , except as set forth in Section Paragraph 10, the Corporation shall not indemnify the Indemnitee in connection with a Proceeding (or part thereof) initiated by the Indemnitee unless the initiation thereof was approved by the Board of Directors of the Corporation; (b) . Notwithstanding anything to the contrary in this Agreement, the Corporation shall not indemnify the Indemnitee to the extent the Indemnitee is reimbursed from the proceeds of insuranceinsurance or otherwise receives payment of any amounts indemnifiable hereunder under any contract, agreement or otherwise, and in the event the Corporation makes any indemnification payments to the Indemnitee and the Indemnitee is subsequently reimbursed for such indemnification payments from the proceeds of insuranceinsurance or otherwise receives payment of any amounts indemnifiable hereunder under any contract, agreement or otherwise, the Indemnitee shall promptly refund such indemnification payments to the Corporation to the extent of such insurance reimbursement; and (c) the Corporation shall not indemnify the Indemnitee hereunder to the extent that such indemnification is prohibited in the Corporation's certificate of incorporationreimbursement or other payments.

Exceptions to Right of Indemnification. Notwithstanding anything to the contrary in to this Agreement: (a) except as set forth in Section 10, the Corporation shall not indemnify the Indemnitee under this Agreement in connection with a Proceeding (or part thereof) initiated by the Indemnitee unless the initiation thereof was approved by the Board of Directors of the CorporationBoard; (b) and the Corporation shall not indemnify the Indemnitee to the extent the Indemnitee is has been reimbursed from the proceeds of insurance, and in the event the Corporation makes any indemnification payments to the Indemnitee and the Indemnitee is subsequently reimbursed for such indemnification payments from the proceeds of insurance, the Indemnitee shall promptly refund such indemnification payments to the Corporation to the extent of such insurance reimbursement; and (c) provided that the Corporation foregoing shall not indemnify the Indemnitee hereunder apply to any claims related to the extent that such indemnification is prohibited interpretation, enforcement or defense of the Indemnitee’s rights under this Agreement by litigation or otherwise, including as provided in the Corporation's certificate of incorporationSection 9.

Exceptions to Right of Indemnification. Notwithstanding anything to the contrary in to this Agreement: (a) except as set forth in Section 10, the Corporation shall not indemnify the Indemnitee under this Agreement in connection with a Proceeding (or part thereof) initiated by the Indemnitee unless the initiation thereof was approved by the Board of Directors of the CorporationBoard; (b) and the Corporation shall not indemnify the Indemnitee to the extent the Indemnitee is has been reimbursed from the proceeds of insurance, and in the event the Corporation makes any indemnification payments to the Indemnitee and the Indemnitee is subsequently reimbursed for such indemnification payments from the proceeds of insurance, the Indemnitee shall promptly refund such indemnification payments to the Corporation to the extent of such insurance reimbursement; and (c) provided that the Corporation foregoing shall not indemnify the Indemnitee hereunder apply to any claims related to the extent that such indemnification is prohibited interpretation, enforcement or defense of the Indemnitee’s rights under this Agreement by litigation or otherwise, including as provided in the Corporation's certificate of incorporation.Section 9. ​