Common use of Exclusions from Indemnification Clause in Contracts

Exclusions from Indemnification. Notwithstanding anything in this Agreement to the contrary, the Company shall not be obligated to: (a) indemnify or advance funds to Indemnitee for Expenses or Losses with respect to proceedings initiated by Indemnitee, including any proceedings against the Company or its directors, officers, employees or other indemnitees and not by way of defense, except: (i) proceedings referenced in Section 5 above (unless a court of competent jurisdiction determines that each of the material assertions made by Indemnitee in such proceeding was not made in good faith or was frivolous); or (ii) an appeal by Indemnitee from a Claim that was not initiated by Indemnitee; or (iii) a Claim initiated by Indemnitee, in Indemnitee’s capacity as a director of the Company, to contest the legality of any actions that resulted (or allegedly resulted) in the removal or failure to elect Indemnitee and a majority of the incumbent directors (or their nominees as directors); or (iv) where the Company has joined in or the Board has consented to the initiation of such proceedings. (b) indemnify Indemnitee if a final decision by a court of competent jurisdiction determines that such indemnification is prohibited by applicable law. (c) indemnify Indemnitee for the disgorgement of profits arising from the purchase or sale by Indemnitee of securities of the Company in violation of Section 16(b) of the Exchange Act, or any similar successor statute, unless Indemnitee proves that no recovery for such profits from Indemnitee is permitted under Section 16(b) of the Exchange Act, or any similar successor statute.

Exclusions from Indemnification. Notwithstanding anything in Any other provision of this Agreement to the contrarycontrary notwithstanding, the Company shall not be obligated or otherwise liable under this Agreement to: (a) indemnify or advance funds to Make any payment in connection with any claim made against the Indemnitee for Expenses or Losses with which payment is actually made to the Indemnitee under an insurance policy, except in respect to proceedings initiated by Indemnitee, including any proceedings against excess beyond the Company or its directors, officers, employees or other indemnitees and not by way amount of defense, except: (i) proceedings referenced in Section 5 above (unless a court of competent jurisdiction determines that each of the material assertions made by Indemnitee in payment under such proceeding was not made in good faith or was frivolous); or (ii) an appeal by Indemnitee from a Claim that was not initiated by Indemnitee; or (iii) a Claim initiated by Indemnitee, in Indemnitee’s capacity as a director of the Company, to contest the legality of any actions that resulted (or allegedly resulted) in the removal or failure to elect Indemnitee and a majority of the incumbent directors (or their nominees as directors); or (iv) where the Company has joined in or the Board has consented to the initiation of such proceedings.insurance; (b) indemnify Make any payment in connection with any claim made against the Indemnitee if for which the Indemnitee is indemnified by the Company or related or affiliate corporation, partnership, joint venture, trust, other enterprise or employee benefit plan under a final decision by a court certificate of competent jurisdiction determines that such indemnification is prohibited by applicable law.incorporation, bylaws or otherwise than pursuant to this Agreement; (c) indemnify Make any payment in connection with any claim made against the Indemnitee for any threatened, pending or completed action or suit by or in the disgorgement right of the Company to secure a judgment in its favor against the Indemnitee with respect to any claim, issue or matter as to which the Indemnitee shall have been adjudged to be liable to the Company, unless and only to the extent that a Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper; (d) Make any payment in connection with any claim made against the Indemnitee for an accounting of profits arising made from the purchase or sale by the Indemnitee of securities of the Company in violation within the meaning of Section 16(b) of the Securities Exchange ActAct of 1934, as amended; (e) Indemnify or advance expenses to the Indemnitee with respect to proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense (except as provided in Section 4 hereof); or (f) Make any similar successor statute, unless payment in connection with any claim made against the Indemnitee proves that no recovery for such profits from Indemnitee is permitted under Section 16(b) of the Exchange Act, or any similar successor statuteas otherwise prohibited by applicable law.

Exclusions from Indemnification. Notwithstanding anything in this Agreement to the contrary, the Company Corporation shall not be obligated to: (a) indemnify or advance funds to the Indemnitee for Expenses or Losses with respect to proceedings initiated by the Indemnitee, including any proceedings against the Company Corporation or its directors, officers, employees or other indemnitees and not by way of defensedefence, except: (i) proceedings referenced referred to in Section 5 above 4 (unless a court of competent jurisdiction Court determines that each of the material assertions made by the Indemnitee in such proceeding was not made in good faith or was frivolous); or (ii) an appeal by Indemnitee from a Claim that was not initiated by Indemnitee; or (iii) a Claim initiated by Indemnitee, in Indemnitee’s capacity as a director of the Company, to contest the legality of any actions that resulted (or allegedly resulted) in the removal or failure to elect Indemnitee and a majority of the incumbent directors (or their nominees as directors); or (iv) where the Company Corporation has joined in in, or the Board has consented to to, the initiation of such proceedings.; (b) indemnify the Indemnitee if a final decision by a court of competent jurisdiction Court determines that such indemnification is prohibited by applicable law.; (c) indemnify the Indemnitee for the disgorgement of profits arising from the purchase or sale by the Indemnitee of securities of the Company Corporation in violation of Section 16(bthe Securities Act (British Columbia) of the Exchange Act, or any similar successor statutelegislation; (d) indemnify the Indemnitee in respect of any claim, issue or matter as to which the Indemnitee shall have been adjudicated by a Court, in a decision from which there is no further right of appeal, to be liable for gross negligence or knowing or willful misconduct in the performance of his/her duty to the Corporation unless and only to the extent that any such Court in which such action was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee proves that no recovery is fairly and reasonably entitled to indemnity for such profits from Losses as such Court shall deem proper; or (e) indemnify the Indemnitee is permitted under Section 16(b) or pay expenses of the Exchange Indemnitee where such indemnification is prohibited by the Act, or any similar successor statuteincluding without limitation Section 163 of the Act.

Exclusions from Indemnification. Notwithstanding anything in this Agreement to the contrary, the Company shall not be obligated to: (a) indemnify or advance funds to Indemnitee for Expenses or Losses with respect to proceedings initiated by Indemnitee▇▇▇▇▇▇▇▇▇▇, including any proceedings against the Company or its directors, officers, employees or other indemnitees and not by way of defense, except: (i) proceedings referenced in Section 5 4 above (unless a court of competent jurisdiction determines that each of the material assertions made by Indemnitee in such proceeding was not made in good faith or was frivolous); or (ii) an appeal by Indemnitee from a Claim that was not initiated by Indemnitee; or (iii) a Claim initiated by Indemnitee, in Indemnitee’s capacity as a director of the Company, to contest the legality of any actions that resulted (or allegedly resulted) in the removal or failure to elect Indemnitee and a majority of the incumbent directors (or their nominees as directors); or (iv) where the Company has joined in or the Board has consented to the initiation of such proceedings. (b) indemnify Indemnitee if a final decision by a court of competent jurisdiction determines that such indemnification is prohibited by applicable law., including, without limitation, (i) in connection with a proceeding by or in the right of the Company in which Indemnitee was adjudged liable to the Company; or (ii) in connection with any other proceeding charging improper personal benefit to Indemnitee, whether or not involving action in Indemnitee’s official capacity, in which Indemnitee was adjudged liable on the basis that personal benefit was improperly received by ▇▇▇▇▇▇▇▇▇▇; (c) indemnify or advance expenses to Indemnitee for any Expenses or Losses with respect to any Claim by the Company against the Indemnitee for willfull misconduct, unless a court of competent jurisdication determines that such Claim was frivolous or not made in good faith; (d) indemnify Indemnitee on account of conduct of the Indemnitee that is finally adjudged to have been knowingly fraudulent or dishonest or to constitute willful misconduct; (e) indemnify Indemnitee for the disgorgement of profits arising from the purchase or sale by Indemnitee of securities of the Company in violation of Section 16(b) of the Exchange Act, or any similar successor statute; or (f) indemnify or advance funds to Indemnitee for Indemnitee’s reimbursement to the Company 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 Company, unless Indemnitee proves that no recovery for as required in each case under the Exchange Act (including any such profits from Indemnitee is permitted reimbursements under Section 16(b) 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 in connection with an accounting restatement of the Company or under any clawback policy adopted by the Company pursuant to Rule 10D-1 under the Exchange ActAct or otherwise, or any similar successor statutethe payment to the Company of profits arising from the purchase or sale by Indemnitee of securities in violation of Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act). The Company and Indemnitee acknowledge that, in certain instances, federal law or public policy may override applicable state law and prohibit the Company from indemnifying Indemnitee under this Agreement or otherwise. For example, the Company and Indemnitee acknowledge that the Securities and Exchange Commission (the “SEC”) has taken the position that indemnification is not permissible for liabilities arising under certain federal securities laws, and federal legislation prohibits indemnification for certain ERISA violations. Furthermore, ▇▇▇▇▇▇▇▇▇▇ understands and acknowledges that the Company has undertaken or may be required in the future to undertake with the SEC to submit the question of indemnification to a court in certain circumstances for a determination of the Company's right under public policy to indemnify Indemnitee.