Common use of Excluded Action or Omissions Clause in Contracts

Excluded Action or Omissions. The Company shall not be obligated pursuant to the terms of this Agreement to indemnify Indemnitee for Expenses resulting from acts, omissions or transactions for which Indemnitee is prohibited from receiving indemnification 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 to Indemnitee, Indemnitee shall be entitled under Section 3 to receive Expense Advances under this Agreement 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. The Company shall not be obligated pursuant to the terms of this Agreement to To indemnify Indemnitee for Expenses resulting from acts, omissions or transactions for which Indemnitee is prohibited from receiving indemnification under this Agreement or applicable lawDelaware law as determined by a court of competent jurisdiction in a final and non-appealable judgment; provided, however, however that notwithstanding any limitation set forth in this Section 10(a10(1) regarding the Company’s obligation to provide indemnification to Indemniteeindemnification, Indemnitee shall be entitled under Section 3 to receive Expense Advances under this Agreement 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 Delaware law.

Excluded Action or Omissions. The Company shall not be obligated pursuant to the terms of this Agreement to To indemnify Indemnitee for Expenses resulting from acts, omissions or transactions for which Indemnitee is prohibited from receiving indemnification under this Agreement the Company’s Articles and Notice of Articles, 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 to Indemniteeindemnification, Indemnitee shall be entitled under Section 3 5 to receive Expense Advances under this Agreement 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. The Company shall not be obligated pursuant to the terms of this Agreement to To indemnify Indemnitee for Expenses resulting from acts, omissions or transactions for which Indemnitee is prohibited from receiving indemnification under this Agreement the Company’s Certificate of Incorporation or Bylaws, or applicable law; provided, however, that notwithstanding any limitation set forth in this Section 10(a) regarding the Company’s obligation to provide indemnification to Indemniteeindemnification, Indemnitee shall be entitled under Section 3 to receive Expense Advances under this Agreement 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. The Company shall not be obligated pursuant to the terms of this Agreement to To indemnify Indemnitee for Expenses resulting from acts, omissions or transactions for which Indemnitee is prohibited from receiving indemnification under this Agreement the Company's Certificate of Incorporation or Bylaws, or applicable law; provided, however, that notwithstanding any limitation set forth in this Section 10(a) regarding the Company’s 's obligation to provide indemnification to Indemniteeindemnification, Indemnitee shall be entitled under Section 3 to receive Expense Advances under this Agreement 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. The Company shall not be obligated No indemnification pursuant to Section 3(a) hereof shall be paid by the terms of this Agreement Corporation to indemnify Indemnitee for Expenses resulting from acts, omissions or transactions for which Indemnitee is prohibited from receiving indemnification under this Agreement 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 to Indemniteeindemnification, Indemnitee shall be entitled under Section 3 8 to receive Expense Advances under this Agreement 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. The Company shall not be obligated pursuant to the terms of this Agreement to To indemnify Indemnitee for Expenses resulting from acts, omissions or transactions for which Indemnitee is prohibited from receiving indemnification under this Agreement or applicable lawDelaware law as determined by a court of competent jurisdiction in a final and non-appealable judgment; provided, however, that notwithstanding any limitation set forth in this Section 10(a) regarding the Company’s obligation to provide indemnification to Indemniteeindemnification, Indemnitee shall be entitled under Section 3 to receive Expense Advances under this Agreement 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 Delaware law.

Excluded Action or Omissions. The Company shall not be obligated pursuant to the terms of this Agreement to To indemnify Indemnitee for Expenses resulting from acts, omissions or transactions for which Indemnitee is prohibited from receiving indemnification under this Agreement Agreement, the Company’s Certificate of Incorporation or Bylaws, or applicable law; provided, however, that notwithstanding any limitation set forth in this Section 10(a) regarding the Company’s obligation to provide indemnification to Indemniteeindemnification, Indemnitee shall be entitled under Section 3 to receive Expense Advances under this Agreement 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.