Common use of Excluded Coverage Clause in Contracts

Excluded Coverage. (a) The Company shall have no obligation to indemnify Director for and hold him harmless from any Loss, Expense or Fine which has been Determined to constitute an Excluded Claim, provided that in the event of a Change in Control, then with respect to all matters thereafter arising concerning the rights of Director to indemnity payments and Expense advances under this Agreement, or under any other agreements, charter provisions or bylaws now or hereafter in effect relating to Claims for Covered Acts, a Determination with respect to an Excluded Claim shall be made only by a court of competent jurisdiction or by special, independent legal counsel selected by Director and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company or Director. In the event that Director and the Company are unable to agree on the selection of the special, independent legal counsel, such special, independent legal counsel shall be selected by lot from among at least five law firms designated by Director, having more than thirty-five (35) attorneys and having a rating of "av" or better in the then current Xxxxxxxxxx-Xxxxxxx Law Directory. Such selection shall be made in the presence of Director (and Director's legal counsel or either of them, as Director may elect). Such special, independent legal counsel, among other things, shall determine whether and to what extent Director would be permitted to be indemnified under applicable law and shall render its written opinion to the Company and Director to such effect. If there has been a Determination that the Company is not obligated to indemnify Director as a result of an Excluded Claim (whether by special, independent legal counsel or otherwise), Director shall have the right to commence litigation in any court in the State of Delaware having subject matter jurisdiction thereof, and in which venue is proper, challenging any such Determination; provided that the Company shall be entitled to be reimbursed by Director (who hereby agrees to reimburse the Company) for all such amounts theretofore paid with respect to such Excluded Claim (only upon a final judicial Determination that Director is not entitled to indemnification made with respect thereto as to which all rights of appeal therefrom have been exhausted or lapsed) and the Company shall be obligated to indemnify or advance any additional amounts to Director until such a judicial Determination has been made.

Excluded Coverage. (a) The Company shall have no obligation to indemnify Director for and hold him harmless from any Loss, Expense Expense, or Fine which has been Determined to constitute an Excluded Claim, provided that in the event of a Change in Control, then with respect to all matters thereafter arising concerning the rights of Director to indemnity payments and Expense advances under this Agreement, or under any other agreements, charter provisions agreements or bylaws now or hereafter in effect relating to Claims for Covered Acts, a Determination with respect to an Excluded Claim shall be made only by a court of competent jurisdiction or by special, independent legal counsel selected by Director and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company or Director. In the event that Director and the Company are unable to agree on the selection of the special, independent legal counsel, such special, independent legal counsel shall be selected by lot from among at least five law firms designated by Director, each in the State of Delaware or Dallas, Texas, having more than thirty-five (35) attorneys and having a rating of "av" or better in the then current XxxxxxxxxxMartindale-Xxxxxxx Hubbell Law Directory. Such selection shall be made in the presence bx xxxx xx xxx xxxsence of Director (and Director's legal counsel or either of them, as Director may elect). Such special, independent legal counsel, among other things, shall determine whether and to what extent Director would be permitted to be indemnified under applicable law and shall render its written opinion to the Company and Director to such effect. If there has been a Determination that the Company is not obligated to indemnify Director as a result of an Excluded Claim (whether by special, independent legal counsel or otherwise), Director shall have the right to commence litigation in any court in the State of Delaware having subject matter jurisdiction thereof, and in which venue is proper, challenging any such Determination; provided that the Company shall be entitled to be reimbursed by Director (who hereby agrees to reimburse the Company) for all such amounts theretofore paid with respect to such Excluded Claim (only upon a final judicial Determination that Director is not entitled to indemnification made with respect thereto as to which all rights of appeal therefrom have been exhausted or lapsed) and the Company shall be obligated to indemnify or advance any additional amounts to Director until such a judicial Determination has been made.

Excluded Coverage. (a) The Company shall have no obligation to indemnify Director for and hold him harmless from any Loss, Expense or Fine which has been Determined to constitute an Excluded Claim, provided that in the event of a Change in Control, then with respect to all matters thereafter arising concerning the rights of Director to indemnity payments and Expense advances under this Agreement, or under any other agreements, charter provisions or bylaws now or hereafter in effect relating to Claims for Covered Acts, a Determination with respect to an Excluded Claim shall be made only by a court of competent jurisdiction or by special, independent legal counsel selected by Director and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company or Director. In the event that Director and the Company are unable to agree on the selection of the special, independent legal counsel, such special, independent legal counsel shall be selected by lot from among at least five law firms designated by Director, having more than thirty-five (35) attorneys and having a rating of "“av" ” or better in the then current Xxxxxxxxxx-Xxxxxxx Law Directory. Such selection shall be made in the presence of Director (and Director's ’s legal counsel or either of them, as Director may elect). Such special, independent legal counsel, among other things, shall determine whether and to what extent Director would be permitted to be indemnified under applicable law and shall render its written opinion to the Company and Director to such effect. If there has been a Determination that the Company is not obligated to indemnify Director as a result of an Excluded Claim (whether by special, independent legal counsel or otherwise), Director shall have the right to commence litigation in any court in the State of Delaware having subject matter jurisdiction thereof, and in which venue is proper, challenging any such Determination; provided that the Company shall be entitled to be reimbursed by Director (who hereby agrees to reimburse the Company) for all such amounts theretofore paid with respect to such Excluded Claim (only upon a final judicial Determination that Director is not entitled to indemnification made with respect thereto as to which all rights of appeal therefrom there from have been exhausted or lapsed) and the Company shall be obligated to indemnify or advance any additional amounts to Director until such a judicial Determination has been made.

Excluded Coverage. (a) The Company shall have no obligation to indemnify Director Employee for and hold him harmless from any Loss, Expense Expense, or Fine which has been Determined to constitute an Excluded Claim, provided that in the event of a Change in Control, then with respect to all matters thereafter arising concerning the rights of Director Employee to indemnity payments and Expense advances under this Agreement, or under any other agreements, charter provisions agreements or bylaws now or hereafter in effect relating to Claims for Covered Acts, a Determination with respect to an Excluded Claim shall be made only by a court of competent jurisdiction or by special, independent legal counsel selected by Director Employee and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company or DirectorEmployee. In the event that Director Employee and the Company are unable to agree on the selection of the special, independent legal counsel, such special, independent legal counsel shall be selected by lot from among at least five law firms designated by DirectorEmployee, each in the State of Delaware, Essex and Morris Counties, New Jersey xx Xxllas, Texas, having more than thirty-five (35) attorneys and having a rating of "av" or better in the then current XxxxxxxxxxMartindale-Xxxxxxx Hubbell Law DirectoryDirexxxxx. Such selection Xxxx xxxxxtion shall be made in the presence of Director Employee (and DirectorEmployee's legal counsel or either of them, as Director Employee may elect). Such special, independent legal counsel, among other things, shall determine whether and to what extent Director Employee would be permitted to be indemnified under applicable law and shall render its written opinion to the Company and Director Employee to such effect. If there has been a Determination that the Company is not obligated to indemnify Director Employee as a result of an Excluded Claim (whether by special, independent legal counsel or otherwise), Director Employee shall have the right to commence litigation in any court in the State States of Delaware Delaware, New Jersey or Texas having subject matter jurisdiction thereof, and in which venue is proper, challenging any such Determination; provided that the Company shall be entitled to be reimbursed by Director Employee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid with respect to such Excluded Claim (only upon a final judicial Determination that Director Employee is not entitled to indemnification made with respect thereto as to which all rights of appeal therefrom have been exhausted or lapsed) and the Company shall be obligated to indemnify or advance any additional amounts to Director Employee attributable to the defense of such Excluded Claim until such a judicial Determination has been made.