Common use of Excluded Action or Omissions Clause in Contracts

Excluded Action or Omissions. To indemnify, exonerate or hold harmless Indemnitee for Expenses resulting from acts, omissions or transactions for which Indemnitee is prohibited from receiving indemnification, exoneration or hold harmless rights under this Agreement or applicable law; provided, however, that notwithstanding any limitation set forth in this Section 10(a) regarding the Company’s obligation to provide indemnification, exoneration or hold harmless rights to Indemnitee, Indemnitee shall be entitled under Section 3 to receive Expense Advances hereunder with respect to any such Claim unless and until a court having jurisdiction over the Claim shall have made a final judicial determination (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee has engaged in acts, omissions or transactions for which Indemnitee is prohibited from receiving indemnification under this Agreement or applicable law.

Excluded Action or Omissions. To indemnify, exonerate or hold harmless Indemnitee for Expenses resulting from acts, omissions or transactions for which Indemnitee is prohibited from receiving indemnification, exoneration or hold harmless rights under this Agreement or applicable law; provided, however, that notwithstanding any limitation set forth in this Section 10(a) regarding the Company’s obligation to provide indemnification, exoneration or hold harmless rights to Indemnitee, Indemnitee shall be entitled under Section 3 to receive Expense Advances hereunder with respect to any such Claim unless and until a court having jurisdiction over the Claim shall have made a final judicial determination (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee has engaged in acts, omissions or transactions for which Indemnitee is prohibited from receiving indemnification under this Agreement or applicable law.

Excluded Action or Omissions. To indemnify, exonerate or hold harmless the Indemnitee for Expenses resulting from acts, omissions or transactions for which the Indemnitee is prohibited from receiving indemnification, exoneration or hold harmless rights under this Agreement or applicable law; provided, however, that notwithstanding any limitation set forth in this Section 10(a) regarding the Company’s obligation to provide indemnification, exoneration or hold harmless rights to the Indemnitee, the Indemnitee shall be entitled under Section 3 to receive Expense Advances hereunder with respect to any such Claim unless and until a court having jurisdiction over the Claim shall have made a final judicial determination (as to which all rights of appeal therefrom have been exhausted or lapsed) that the Indemnitee has engaged in acts, omissions or transactions for which the Indemnitee is prohibited from receiving indemnification under this Agreement or applicable law.

Excluded Action or Omissions. To indemnify, exonerate or hold harmless Indemnify Indemnitee for Expenses resulting from acts, omissions or transactions for which Indemnitee is prohibited by applicable law from receiving indemnificationbeing Indemnified, exoneration as determined by a court of competent jurisdiction in a final adjudication (as to which all rights of appeal therefrom have been exhausted or hold harmless rights under this Agreement or applicable lawlapsed); provided, however, that notwithstanding any limitation set forth in this Section 10(a9(a) regarding the Company’s obligation to provide indemnification, exoneration or hold harmless rights to Indemnify Indemnitee, Indemnitee shall be entitled under Section 3 hereof to receive Expense Advances hereunder with respect to any such Claim unless and until a court having jurisdiction over the underlying Claim shall have made a final judicial determination (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee has engaged in acts, omissions or transactions for which Indemnitee is prohibited by applicable law from receiving indemnification under this Agreement or applicable lawbeing Indemnified.

Excluded Action or Omissions. To indemnify, exonerate or hold harmless Indemnify Indemnitee for Expenses resulting from acts, omissions or transactions for which Indemnitee is prohibited by applicable law from receiving indemnificationbeing Indemnified, exoneration as determined by a court of competent jurisdiction in a final judicial determination (as to which all rights of appeal therefrom have been exhausted or hold harmless rights under this Agreement or applicable lawlapsed); provided, however, that notwithstanding any limitation set forth in this Section 10(a) Clause 10.1 regarding the Company’s obligation to provide indemnification, exoneration or hold harmless rights to Indemnify Indemnitee, Indemnitee shall be entitled under Section 3 Clause 3.1 hereof to receive Expense Advances hereunder with respect to any such Claim unless and until a court having jurisdiction over the underlying Claim shall have made a final judicial determination (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee has engaged in acts, omissions or transactions for which Indemnitee is prohibited by applicable law from receiving indemnification under this Agreement or applicable lawbeing Indemnified.

Excluded Action or Omissions. To indemnify, exonerate or hold harmless Indemnitee for Expenses resulting from acts, omissions or transactions for which Indemnitee is prohibited from receiving indemnification, exoneration or hold harmless rights under this Agreement or applicable law; provided, however, that notwithstanding any limitation set forth in this Section 10(a) regarding the Company’s obligation to provide indemnification, exoneration or hold harmless rights to Indemnitee, Indemnitee shall be entitled under Section 3 to receive Expense Advances hereunder with respect to any such Claim unless and until a court having jurisdiction over the Claim shall have made a final judicial determination (as to which all rights of appeal therefrom there from have been exhausted or lapsed) that Indemnitee has engaged in acts, omissions or transactions for which Indemnitee is prohibited from receiving indemnification under this Agreement or applicable law.

Excluded Action or Omissions. To indemnify, exonerate or hold harmless Indemnify Indemnitee for Expenses resulting from acts, omissions or transactions for which Indemnitee is prohibited by applicable law from receiving indemnificationbeing Indemnified, exoneration as determined by a court of competent jurisdiction in a final adjudication (as to which all rights of appeal therefrom have been exhausted or hold harmless rights under this Agreement or applicable lawlapsed); provided, however, that notwithstanding any limitation set forth in this Section 10(a) Clause 10.1 regarding the Company’s obligation to provide indemnification, exoneration or hold harmless rights to Indemnify Indemnitee, Indemnitee shall be entitled under Section Clause 3 hereof to receive Expense Advances hereunder with respect to any such Claim unless and until a court having jurisdiction over the underlying Claim shall have made a final judicial determination (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee has engaged in acts, omissions or transactions for which Indemnitee is prohibited by applicable law from receiving indemnification under this Agreement or applicable lawbeing Indemnified.

Excluded Action or Omissions. To indemnify, exonerate or hold harmless Indemnitee for Expenses resulting from acts, omissions or transactions for which Indemnitee is prohibited from receiving indemnification, exoneration or hold harmless rights under this Agreement or applicable law; provided, however, that notwithstanding any limitation set forth in this Section 10(a7(a) regarding the Company’s obligation to provide indemnification, exoneration or hold harmless rights to Indemnitee, Indemnitee shall be entitled under Section 3 2(b) to receive Expense Advances hereunder with respect to any such Claim unless and until a court having jurisdiction over the Claim shall have made a final judicial determination (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee has engaged in acts, omissions or transactions for which Indemnitee is prohibited from receiving indemnification under this Agreement or applicable law.

Excluded Action or Omissions. To indemnify, exonerate or hold harmless No indemnification pursuant to Section 3(a) hereof shall be paid by the Corporation to indemnify Indemnitee for Expenses resulting from acts, omissions or transactions for which Indemnitee is prohibited from receiving indemnification, exoneration or hold harmless rights indemnification under this Agreement Agreement, the Articles or Bylaws, or applicable law; provided, however, that notwithstanding any limitation set forth in this Section 10(a3(b)(i) regarding the Company’s Corporation's obligation to provide indemnification, exoneration or hold harmless rights to Indemnitee, Indemnitee shall be entitled under Section 3 8 to receive Expense Advances hereunder with respect to any such Claim Proceeding unless and until a court having jurisdiction over the Claim Proceeding shall have made a final judicial determination (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee has engaged in acts, omissions or transactions for which Indemnitee is prohibited from receiving indemnification under this Agreement or applicable law.

Excluded Action or Omissions. To indemnify, exonerate or hold harmless the Indemnitee for Expenses resulting from acts, omissions or transactions for which the Indemnitee is prohibited from receiving indemnification, exoneration or hold harmless rights under this Agreement or applicable law; provided, however, that notwithstanding any limitation set forth in this Section 10(a9(a) regarding the Company’s obligation to provide indemnification, exoneration or hold harmless rights to the Indemnitee, the Indemnitee shall be entitled under Section 3 hereof to receive Expense Advances hereunder with respect to any such Claim unless and until a court having jurisdiction over the Claim shall have made a final judicial determination (as to which all rights of appeal therefrom have been exhausted or lapsed) that the Indemnitee has engaged in acts, omissions or transactions for which the Indemnitee is prohibited from receiving indemnification under this Agreement or applicable law.

Excluded Action or Omissions. To indemnifyIndemnify, exonerate or hold harmless Indemnitee for Expenses resulting from acts, omissions or transactions for which Indemnitee is prohibited from receiving indemnification, exoneration or hold harmless rights under this Agreement or applicable law; provided, however, that notwithstanding any limitation set forth in this Section 10(a) regarding the Company’s obligation to provide indemnification, exoneration or hold harmless rights to Indemnitee, Indemnitee shall be entitled under Section 3 to receive Expense Advances hereunder with respect to any such Claim unless and until a court having jurisdiction over the Claim shall have made a final judicial determination (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee has engaged in acts, omissions or transactions for which Indemnitee is prohibited from receiving indemnification under this Agreement or applicable law.

Excluded Action or Omissions. To indemnify, exonerate or hold harmless Indemnify Indemnitee for Expenses resulting from acts, omissions or transactions for which Indemnitee is prohibited by the laws of the State of Delaware from receiving indemnificationbeing Indemnified, exoneration as determined by a court of competent jurisdiction in a final adjudication (as to which all rights of appeal therefrom have been exhausted or hold harmless rights under this Agreement or applicable lawlapsed); provided, however, that notwithstanding any limitation set forth in this Section 10(a) Clause 8.1 regarding the Company’s obligation to provide indemnification, exoneration or hold harmless rights to Indemnify Indemnitee, Indemnitee shall be entitled under Section Clause 3 hereof to receive Expense Advances hereunder with respect to any such Claim unless and until a court having jurisdiction over the underlying Claim shall have made a final judicial determination (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee has engaged in acts, omissions or transactions for which Indemnitee is prohibited by applicable law from receiving indemnification under this Agreement or applicable lawbeing Indemnified.

Excluded Action or Omissions. To indemnify, exonerate or hold harmless No indemnification pursuant to Section 3(a) hereof shall be paid by the Corporation to indemnify Indemnitee for Expenses resulting from acts, omissions or transactions for which Indemnitee is prohibited from receiving indemnification, exoneration or hold harmless rights indemnification under this Agreement Agreement, the Certificate or Bylaws, or applicable law; provided, however, that notwithstanding any limitation set forth in this Section 10(a3(b)(i) regarding the CompanyCorporation’s obligation to provide indemnification, exoneration or hold harmless rights to Indemnitee, Indemnitee shall be entitled under Section 3 8 to receive Expense Advances hereunder with respect to any such Claim Proceeding unless and until a court having jurisdiction over the Claim Proceeding shall have made a final judicial determination (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee has engaged in acts, omissions or transactions for which Indemnitee is prohibited from receiving indemnification under this Agreement or applicable law.

Excluded Action or Omissions. To indemnify, exonerate or hold harmless Indemnitee for Expenses resulting from acts, omissions or transactions for which Indemnitee is prohibited from receiving indemnification, exoneration or hold harmless rights under this Agreement or applicable law; provided, however, that notwithstanding any limitation set forth in this Section 10(a) regarding the Company’s obligation to provide indemnification, exoneration or hold harmless rights to Indemnitee, Indemnitee shall be entitled under Section 3 to receive Expense Advances hereunder with respect to any such Claim unless and until a court having jurisdiction over the Claim shall have made a final judicial determination (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee Xxxxxxxxxx has engaged in acts, omissions or transactions for which Indemnitee is prohibited from receiving indemnification under this Agreement or applicable law.

Excluded Action or Omissions. To indemnify, exonerate or hold harmless Indemnify Indemnitee for Expenses resulting from acts, omissions or transactions for which Indemnitee is prohibited by applicable law from receiving indemnificationbeing Indemnified, exoneration as determined by a court of competent jurisdiction in a final judicial determination (as to which all rights of appeal therefrom have been exhausted or hold harmless rights under this Agreement or applicable lawlapsed); provided, however, that notwithstanding any limitation set forth in this Section 10(a) Clause 10.1 regarding the Company’s obligation to provide indemnification, exoneration or hold harmless rights to Indemnify Indemnitee, Indemnitee shall be entitled under Section Clause 3 hereof to receive Expense Advances hereunder with respect to any such Claim unless and until a court having jurisdiction over the underlying Claim shall have made a final judicial determination (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee has engaged in acts, omissions or transactions for which Indemnitee is prohibited by applicable law from receiving indemnification under this Agreement or applicable lawbeing Indemnified.