Excluded Coverage Clause Samples

Excluded Coverage a. The Company shall have no obligation to indemnify Director for and hold him harmless from any Loss or Expense which has been determined, by final adjudication by a court of competent jurisdiction, to constitute an Excluded Claim. b. The Company shall have no obligation to indemnify Director and hold him harmless for any Loss or Expense to the extent that Director is indemnified by the Company pursuant to the Company's Bylaws or otherwise indemnified.

Excluded Coverage. The Company shall have no obligation to indemnify and hold Indemnitee harmless from any Losses or Expense which has been Determined to constitute an Excluded Claim. Notwithstanding the provisions of Section 4.01, no such indemnification shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company if applicable law prohibits such indemnification; provided, however, that, if applicable law so permits, indemnification shall nevertheless be made by the Company in such event if and only to the extent that the Court of Chancery of the State of Delaware, or the court in which such Proceeding shall have been brought or pending, shall Determine.

Excluded Coverage. (a) The Company shall have no obligation to indemnify Officer against, and hold Officer harmless from, any Loss or Expense which has been Determined to constitute an Excluded Claim. (b) The Company shall have no obligation to indemnify Officer against, and hold Officer harmless from, any Loss or Expenses to the extent that Officer is indemnified by the Company pursuant to the provisions of the Company's Certificate of Incorporation or is otherwise in fact indemnified.

Excluded Coverage. The Corporation shall have no obligation to indemnify the Indemnitee for and hold him or her harmless from any loss or expense which has been determined, by final adjudication by a court of competent jurisdiction, to constitute an Excluded Claim (as hereinafter defined). For purposes of this Agreement, an Excluded Claim shall mean any payment for losses or expenses in connection with any claim: (i) Based upon or attributable to the Indemnitee gaining in fact any personal profit or advantage to which the Indemnitee is not entitled; (ii) For the return by the Indemnitee of any remuneration paid to the Indemnitee without the previous approval of the stockholders of the Corporation which is illegal; (iii) For an accounting of profits in fact made from the purchase or sale by the Indemnitee of securities of the Corporation within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or similar provisions of any state law; (iv) Resulting from the Indemnitee's knowingly fraudulent, dishonest or willful misconduct; or (v) The payment of which by the Corporation under this Agreement is not permitted by applicable law.

Excluded Coverage. The Corporation shall have NO obligation to indemnify and hold the Director and/or Officer harmless against any Losses or Expenses which have been judicially determined to constitute an Excluded Proceeding.

Excluded Coverage. The Corporation shall have no obligation to indemnify the Indemnitee for and hold him harmless from any loss or expense which has been determined, by final adjudication by a court of competent jurisdiction, to constitute an Excluded Claim. For purposes of this Agreement, an Excluded Claim shall mean any payment for losses or expenses in connection with any claim: 5 (i) Initiated by the Indemnitee other than (i) an action, suit or proceeding brought to establish or enforce a right to indemnification or advancement of expenses under this Agreement (which shall be governed by the provisions of Section 9(b) of this Agreement), and (ii) an action, suit or proceeding (or part thereof) authorized or consented to by the Board; (ii) Based upon or attributable to the Indemnitee gaining in fact any personal profit or advantage to which the Indemnitee is not entitled; (iii) For the return by the Indemnitee of any remuneration Indemnitee received or which was paid to or for the benefit of Indemnitee without the previous approval of the Corporation which is illegal; (iv) For an accounting of profits in fact made from the purchase or sale by the Indemnitee of securities of the Corporation within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or similar provisions of any state law; (v) For Indemnitee’s reimbursement to the Corporation of any bonus or other incentive-based or equity-based compensation previously received by Indemnitee, or payment of any profits realized by Indemnitee from the sale of securities of the Corporation, as required in each case under the Exchange Act (including any such reimbursements under Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act” or Section 954 of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act) in connection with an accounting restatement of the Corporation or under any clawback policy adopted by the Corporation, including the Corporation's clawback policy to comply with Rule 10D-1 under the Exchange Act and applicable stock exchange listing requirements, or the payment to the Corporation of profits arising from the purchase or sale by Indemnitee of securities in violation of Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); (vi) Resulting from the Indemnitee’s knowingly fraudulent, dishonest or willful misconduct; or

Excluded Coverage a. The Company shall have no obligation to indemnify Executive for and hold him harmless from any Loss or Expense which has been determined, by final adjudication by a court of competent jurisdiction, to constitute an Excluded Claim. b. The Company shall have no obligation to indemnify Executive and hold him harmless for any Loss or Expense under this agreement to the extent that Executive is indemnified by the Company pursuant to the Company's Bylaws or is otherwise indemnified.

Excluded Coverage. The Company shall have no obligation to indemnify Indemnitee for and hold him or her harmless from any Loss or Expense which has been Ultimately Determined to constitute an Excluded Claim or to the extent that Indemnitee has received the proceeds of D&O Insurance or to the extent that Indemnitee has otherwise been indemnified.

Excluded Coverage. The Company shall have no obligation to indemnify Indemnitee for and defend and hold him harmless from any Loss or Expense which has been Determined to constitute an Excluded Claim.