Common use of Limitation on Indemnity Clause in Contracts

Limitation on Indemnity. The indemnification otherwise available to Indemnitee under Section 2.2 shall be limited to the extent set forth in this Section 2.3. In the event that Indemnitee is found liable to the Corporation or is found liable because Indemnitee improperly received a personal benefit (a) Indemnitee shall, with respect to the Claim in the Proceeding in which such finding is made, be indemnified only against reasonable Expenses actually incurred by him/her in connection with that Claim and (b) such indemnification will not include judgments, arbitration awards, mediation amounts, penalties, fines, excise or similar taxes, including excise taxes assessed against him/her with respect to an employee benefit plan. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any Claim in such Proceeding as to which Indemnitee shall have been adjudged to be liable for (a) willful or intentional misconduct in the performance of his/her duty to the Corporation, (b) breach of his/her duty of loyalty owed to the Corporation, or (c) an act or omission not committed in good faith that constitutes a breach of a duty owed by him/her to the Corporation; provided, however, that indemnification against such Expenses shall nevertheless be made by the Corporation to the extent that a court may order in accordance with Title 1, Chapter 8 of the TBOC (or any successor provision) or any other applicable law. Expenses

Limitation on Indemnity. The indemnification otherwise available to an Indemnitee under Section 2.2 Sections 3.1 and 3.2 shall be limited to the extent set forth in this Section 2.33.3. In the event that an Indemnitee is found liable to the Corporation or is found liable because Indemnitee on the basis that personal benefit was improperly received a personal by the Indemnitee, whether or not the benefit (a) resulted from an action taken in Indemnitee’s official capacity, the Indemnitee shall, with respect to the Claim in the Proceeding in which such finding is made, be indemnified only against reasonable Expenses actually incurred by him/her him in connection with that Claim and (b) such indemnification will not include judgments, arbitration awards, mediation amounts, penalties, fines, excise or similar taxes, including excise taxes assessed against him/her with respect to an employee benefit planClaim. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any Claim in such Proceeding (i) in which judgement is rendered against Indemnitee for an accounting of profits made from the purchase or sale by Indemnitee of securities of the Corporation pursuant to the provisions of Section 16(b) of the Exchange Act and amendments thereto or similar provisions of any federal, state or local statutory law, (ii) where a final decision by a Court (as hereinafter defined) shall determine that such indemnification is not lawful or (iii) as to which Indemnitee shall have been adjudged to be liable for (a) willful or intentional misconduct in the performance of his/her Indemnitee’s duty to the Corporation, (b) breach of his/her duty of loyalty owed to the Corporation, or (c) an act or omission not committed in good faith that constitutes a breach of a duty owed by him/her to the Corporation; provided, however, that that, if applicable law so permits, indemnification against such Expenses shall nevertheless be made by the Corporation in such event if and only to the extent that a the court may order in accordance with Title 1which such Proceeding shall have been brought or is pending, Chapter 8 of the TBOC (or any successor provision) or any other applicable law. Expensesshall determine.

Limitation on Indemnity. The indemnification otherwise available to an Indemnitee under Section 2.2 Sections 3.1 and 3.2 shall be limited to the extent set forth in this Section 2.33.3. In the event that an Indemnitee is found liable to the Corporation or is found liable because Indemnitee on the basis that personal benefit was improperly received a personal by the Indemnitee, whether or not the benefit (a) resulted from an action taken in Indemnitee’s official capacity, the Indemnitee shall, with respect to the Claim in the Proceeding in which such finding is made, be indemnified only against reasonable Expenses actually incurred by him/her him in connection with that Claim and (b) such indemnification will not include judgments, arbitration awards, mediation amounts, penalties, fines, excise or similar taxes, including excise taxes assessed against him/her with respect to an employee benefit planClaim. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any Claim in such Proceeding (i) in which judgement is rendered against Indemnitee for an accounting of profits made from the purchase or sale by Indemnitee of securities of the Corporation pursuant to the provisions of Section 16(b) of the Exchange Act and amendments thereto or similar provisions of any federal, state or local statutory law, (ii) where a final decision by a Court (as hereinafter defined) shall determine that such indemnification is not lawful or (iii) as to which Indemnitee shall have been adjudged to be liable for (a) willful or intentional misconduct in the performance of his/her Indemnitee’s duty to the Corporation, (b) breach of his/her duty of loyalty owed to the Corporation, or (c) an act or omission not committed in good faith that constitutes a breach of a duty owed by him/her to the Corporation; provided, however, that that, if applicable law so permits, indemnification against such Expenses shall nevertheless be made by the Corporation in such event if and only to the extent that a court may order the Court in accordance with Title 1which such Proceeding shall have been brought or is pending, Chapter 8 of the TBOC (or any successor provision) or any other applicable law. Expensesshall determine.

Limitation on Indemnity. The indemnification otherwise available to an Indemnitee under Section 2.2 Sections 3.1 and 3.2 shall be limited to the extent set forth in this Section 2.33.3. In the event that an Indemnitee is found liable to the Corporation or is found liable because Indemnitee on the basis that personal benefit was improperly received a personal by the Indemnitee, whether or not the benefit (a) resulted from an action taken in Indemnitee’s official capacity, the Indemnitee shall, with respect to the Claim in the Proceeding in which such finding is made, be indemnified only against reasonable Expenses actually incurred by him/her him in connection with that Claim and (b) such indemnification will not include judgments, arbitration awards, mediation amounts, penalties, fines, excise or similar taxes, including excise taxes assessed against him/her with respect to an employee benefit planClaim. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any Claim in such Proceeding (i) in which judgment is rendered against Indemnitee for an accounting of profits made from the purchase or sale by Indemnitee of securities of the Corporation pursuant to the provisions of Section 16(b) of the Exchange Act and amendments thereto or similar provisions of any federal, state or local statutory law, (ii) where a final decision by a Court (as hereinafter defined) shall determine that such indemnification is not lawful, (iii) as to which Indemnitee shall have been adjudged to be liable for (a) willful or intentional misconduct in the performance of his/her Indemnitee’s duty to the Corporation, ; (biv) breach of his/her duty of loyalty owed to the Corporationas set forth in Section 7.2(c) hereof, or (cv) an act or omission not committed as set forth in good faith that constitutes a breach of a duty owed by him/her to the Corporation; Section 7.16 hereof, provided, however, that that, if applicable law so permits, indemnification against such Expenses shall nevertheless be made by the Corporation in such event if and only to the extent that a the court may order in accordance with Title 1which such Proceeding shall have been brought or is pending, Chapter 8 of the TBOC (or any successor provision) or any other applicable law. Expensesshall determine.

Limitation on Indemnity. The indemnification Indemnification otherwise available to an Indemnitee under Section 2.2 3.2 shall be limited to the extent set forth in this Section 2.3. In 3.3 if such limitation is required by applicable law, including any limitation required in the event that an Indemnitee is found liable to the Corporation or is found liable because Indemnitee on the basis that personal benefit was improperly received a personal by the Indemnitee whether or not the benefit resulted from an action taken in Indemnitee’s official capacity, in which case of being found liable (a) the Indemnitee shall, with respect to the Claim in the Proceeding in which such finding is made, be indemnified only against reasonable Expenses actually incurred by him/her Indemnitee in connection with that Claim and (b) such indemnification will not include judgments, arbitration awards, mediation amounts, penalties, fines, fines or excise or similar taxes, including excise taxes assessed against him/her with respect to an employee benefit plan. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any Claim in such Proceeding as to which Indemnitee shall have been adjudged to be liable for (ai) willful or intentional misconduct in the performance of his/her Indemnitee’s duty to the Corporation, (bii) breach of his/her Indemnitee’s duty of loyalty owed to the Corporation, Corporation or (ciii) an act or omission not committed in good faith that constitutes a breach of a duty owed by him/her Indemnitee to the Corporation; provided, however, that that, if applicable law so permits, indemnification against such Expenses shall nevertheless be made by the Corporation in such event if and only to the extent that a the court may order in accordance with Title 1, Chapter 8 of the TBOC (or any successor provisionan arbitrator, if Indemnitee elects to seek arbitration pursuant to Section 6.1) in which such Proceeding shall have been brought or any other applicable law. Expensesis pending shall determine.

Limitation on Indemnity. The indemnification otherwise available to Indemnitee under Section 2.2 shall be limited to the extent set forth in this Section 2.3. In the event that Indemnitee is found liable to the Corporation or is found liable because Indemnitee improperly received a personal benefit (a) Indemnitee shall, with respect to the Claim in the Proceeding in which such finding is made, be indemnified only against reasonable Expenses actually incurred by him/her in connection with that Claim and (b) such indemnification will not include judgments, arbitration awards, mediation amounts, penalties, fines, excise or similar taxes, including excise taxes assessed against him/her with respect to an employee benefit plan. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any Claim in such Proceeding as to which Indemnitee shall have been adjudged to be liable for (a) willful or intentional misconduct in the performance of his/her duty to the Corporation, (b) breach of his/her duty of loyalty owed to the Corporation, or (c) an act or omission not committed in good faith that constitutes a breach of a duty owed by him/her to the Corporation; provided, however, that indemnification against such Expenses shall nevertheless be made by the Corporation to the extent that a court may order in accordance with Title 1, Chapter 8 of the TBOC (or any successor provision) or any other applicable law. Expenses.

Limitation on Indemnity. The indemnification Indemnification otherwise available to an Indemnitee under Section 2.2 3.2 shall be limited to the extent set forth in this Section 2.33.3. In the event that an Indemnitee is found liable to the Corporation or is found liable because Indemnitee on the basis that personal benefit was improperly received a personal by the Indemnitee whether or not the benefit (a) resulted from an action taken in Indemnitee's official capacity the Indemnitee shall, with respect to the Claim in the Proceeding in which such finding is made, be indemnified only against reasonable Expenses expenses actually incurred by him/her him in connection with that Claim and (b) such indemnification will not include judgments, arbitration awards, mediation amounts, penalties, fines, excise or similar taxes, including excise taxes assessed against him/her with respect to an employee benefit planClaim. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any Claim in such Proceeding as to which Indemnitee shall have been adjudged to be liable for (a) willful or intentional misconduct in the performance of his/her his duty to the Corporation, (b) breach of his/her duty of loyalty owed to the Corporation, or (c) an act or omission not committed in good faith that constitutes a breach of a duty owed by him/her to the Corporation; Corporation provided, however, that that, if applicable law so permits, indemnification against such Expenses shall nevertheless be made by the Corporation in such event if and only to the extent that a the court may order in accordance with Title 1which such Proceeding shall have been brought or is pending, Chapter 8 shall determine. In addition, no indemnification against such Expenses shall be made on account of any suit in which final judgment is rendered against Indemnitee for an accounting of profits made from sale or purchase by Indemnitee of securities of the TBOC (Corporation pursuant to the provisions of Section 16(b) of the Exchange Act. In respect of remuneration paid to Indemnitee, no indemnity shall be paid by the Corporation if it shall be determined by a final judgment or any successor provision) or any other final adjudication that payment of such remuneration was in violation of applicable law. Expenses.